TIDMSGE

RNS Number : 6985M

Sage Group PLC

13 May 2020

The Sage Group plc unaudited results for the six months ended 31 March 2020

Wednesday 13 May 2020

Strong first half performance driven by strategic progress

   -      Continued strong growth in high quality organic recurring revenue of 10.3% 

- Organic operating margin of 22.8%, reflecting ongoing investment to accelerate strategic execution

   -      Strong underlying cash conversion of 127% 

- Resilient balance sheet, with c. GBP1.3bn of cash and available liquidity; net debt to EBITDA ratio of 0.5x

- We remain focused on the longer-term opportunity as we transition customers to subscription and Sage Business Cloud, with the FY20 outlook reflecting the current global economic uncertainties

 
 Alternative Performance Measures             H1 20   H1 19 [2]      Change 
  (APMs) [1] 
 Organic Financial APMs 
 Organic Total Revenue                      GBP935m     GBP885m       +5.7% 
 Organic Recurring Revenue                  GBP826m     GBP749m      +10.3% 
 Organic Operating Profit                   GBP213m     GBP207m       +3.0% 
     % Organic Operating Profit Margin        22.8%       23.4%   -0.6% pts 
 
 Underlying Financial APMs 
 Underlying Operating Profit                GBP218m     GBP216m       +0.9% 
     % Underlying Profit Margin               22.4%       22.9%   -0.5% pts 
 Underlying Basic EPS                        13.75p      13.78p       -0.2% 
 Underlying Cash Conversion                    127%        151%    -24% pts 
 
 KPIs 
 Annualised Recurring Revenue (ARR)       GBP1,693m   GBP1,541m       +9.8% 
 Renewal Rate by Value                         101%        100%      +1% pt 
 % Subscription Penetration                     62%         52%    +10% pts 
 % Sage Business Cloud Penetration              56%         44%    +12% pts 
 
 Statutory Measures                           H1 20       H1 19    % Change 
                                         ----------  ----------  ---------- 
 Revenue                                    GBP975m     GBP957m       +1.9% 
 Operating Profit                           GBP289m     GBP210m      +37.9% 
     % Operating Profit Margin                29.7%       21.9%    7.8% pts 
 Basic EPS (p)                               20.56p      14.19p      +44.9% 
 Dividend Per Share (p)                       5.93p       5.79p        2.5% 
                                         ----------  ----------  ---------- 
 

As a result of rounding throughout this document, it is possible that tables may not cast, and change percentages may not calculate precisely.

[1] Please see Appendix 1 for guidance of the usage and definitions of the Alternative Performance Measures.

[2] Organic revenue and operating profit for H1 19 is restated to aid comparability with H1 20. The definition of organic measures can be found in Appendix 1 with a full reconciliation of organic, underlying and statutory measures on page 9. Unless otherwise specified, all references to revenue, profit and margins are on an organic basis.

H1 20 Financial Performance

- Organic total revenue increased by 5.7% to GBP935m, reflecting growth in recurring revenue of 10.3% to GBP826m, underpinned by software subscription revenue growth of 25.6% to GBP582m. This was offset by a 19.6% decrease in other revenue (SSRS and processing) to GBP109m.

- Growth in recurring revenue of 10.3% reflects the continued focus on attracting new customers and migrating existing customers to subscription and Sage Business Cloud, with particular strength in Northern Europe and North America.

- Decrease in other revenue (SSRS and processing) of 19.6% reflects the managed decline in licence sales and de-prioritisation of professional services revenue as the business continues to focus on subscription, together with the additional impact of COVID-19 towards the end of March.

- Organic operating profit of GBP213m, representing a margin of 22.8% (H1 19: 23.4%), reflects continued investment to accelerate strategic execution, and includes a GBP13m increased bad debt provision in connection with COVID-19.

- Non-recurring gain of GBP92m (H1 19: GBP13m) includes a GBP141m net gain on business disposals (Sage Pay and the Brazilian business), offset by office relocation and property restructuring charges of GBP30m (H1 19: GBP14m) and a GBP19m charge for the impairment of goodwill in respect of the Asian business.

- Strong underlying cash conversion of 127% (H1 19: 151%) reflects sustained improvements in working capital and the continued transition to recurring revenue, with free cash flow of GBP227m (H1 19: GBP257m).

- Resilient balance sheet, with c. GBP1.3bn of cash and available liquidity (comprising GBP912m of cash and cash equivalents, and GBP413m of undrawn facilities), and a net debt to EBITDA ratio of 0.5x as at 31 March 2020.

- Interim dividend up 2.5% to 5.93p, reflecting strong business performance and cash generation in the first half, and in line with policy of maintaining the dividend in real terms.

Progress in strategic execution

Sage's vision is to become a great SaaS company for customers and colleagues alike. Highlights of our strategic progress in the first half include:

- To drive customer success, we've invested in the end-to-end customer experience, through new ways of working, more efficient processes and improved technology. This has enabled us to respond more effectively to the impact of COVID-19 by providing tailored support and advice to our customers.

- To drive colleague success, we've continued to build a customer-centric culture, embedding our values and further investing in colleague development. Strong colleague engagement has been central to Sage's COVID-19 response, both in the transition to homeworking and in continuing to support customers.

- In innovation, Sage Accounting for Professional Users, our small business solution for cloud-native accounts, has been launched in the UK, while the programme to internationalise Intacct is progressing according to plan. We continue to invest in Sage Business Cloud, creating a single digital environment for all our cloud native and cloud connected products.

- Sage announced the acquisition of CakeHR, a cloud native solution that simplifies and automates HR tasks for small businesses, boosting our cloud offering in the small business segment.

- Sage completed the disposals of Sage Pay and the Brazilian business in March 2020, helping to reshape the Group's product portfolio and increase focus on Sage Business Cloud.

Continued focus on strategic execution has resulted in:

- Strong annualised recurring revenue [3] (ARR) growth of 9.8% to GBP1,693m, reflecting momentum from FY19 and further sequential growth in the first half.

- Recurring revenue now represents 88% of total revenue (H1 19: 85%) with 62% software subscription penetration (H1 19: 52%).

- Future Sage Business Cloud Opportunity (Sage Business Cloud and products with potential to migrate) recurring revenue growth of 12%. Sage Business Cloud penetration [4] of 56% (H1 19: 44%), reflecting continuing progress in the shift towards cloud connected and cloud native solutions.

- Renewal by value [5] increased to 101% (H1 19: 100%), demonstrating the strength of the existing customer base.

[3] Defined as the normalised organic recurring revenue in the last month of the reporting period, adjusted consistently period to period, multiplied by twelve.

[4] Defined as organic recurring revenue from the Sage Business Cloud as a proportion of the organic recurring revenue of the Future Sage Business Cloud Opportunity.

[5] Defined as the closing ARR from customers active at the start of the year, divided by the opening ARR for the year.

COVID-19 update

- With Sage's focus on high quality recurring and subscription-based revenues, and strong liquidity position, the Group has entered the COVID-19 pandemic in a strong operational and financial position.

- Our response to the pandemic has been to ensure the health and wellbeing of our colleagues, to continue serving and supporting our customers and partners, and to remain focused on our SaaS transition strategy.

- We have put in place a range of measures to support our customers and partners, through local online advice hubs and expert customer service, and by working with governments to help our customers directly access the financial support available, facilitating the application process through our software.

- We saw the early impacts of COVID-19 on Other Revenue (SSRS and processing) towards the end of March, as software licence and professional services implementations were affected.

- We have now started to see the broader effects of the sharp economic downturn caused by the pandemic, with some customers deferring purchase decisions, leading to a slowdown in new customer acquisition.

- In April trading, reflecting the above, new customer acquisition was roughly half the level previously expected. We have also seen a slight increase in customer churn.

- In the context of a more challenging growth environment, we are implementing a range of mitigating actions to manage costs and cash in the near-term.

- At this point, Sage does not intend to make any redundancies in response to the economic environment. We also do not intend to furlough any colleagues or make use of government support programmes.

- We will continue to invest for the long term, repositioning the Group strategically and reshaping the portfolio, supported by our resilient balance sheet.

- Despite the near-term uncertainty, we remain confident that we have the right strategy to support our longer-term vision to become a great SaaS company.

Outlook

While the Group has performed well in the first half, it is too early to quantify with confidence the impact of the pandemic on Sage's financial performance for the full year. We continue to expect, as we indicated in our trading update on 6 April, that organic recurring revenue growth will be below the previously guided range of 8% to 9%, and that the decline in other revenue (SSRS and processing) will accelerate significantly in the second half, with an associated impact on margin.

Steve Hare, CEO, said:

"Sage has had a strong first half, sustaining last year's growth momentum as we continue to focus on recurring revenue growth, and making good progress in strategic execution. Our key priority has been the health and wellbeing of our colleagues and our service to customers. I am proud of how colleagues have reacted, and how they have supported each other and our customers. Despite the near-term uncertainties, I believe our continuing investment into Sage Business Cloud, together with our focus on customers, colleagues and innovation, form a strong base for the future performance of Sage."

About Sage

Sage is the global market leader for technology that provides small and medium businesses with the visibility, flexibility and efficiency to manage finances, operations and people. With our partners, Sage is trusted by millions of customers worldwide to deliver the best cloud technology and support. Our years of experience mean that our colleagues and partners understand how to support our customers and communities through the good, and more challenging times. We are here to help, with practical advice, solutions, expertise and insight.

 
Enquiries:   The Sage Group plc        FTI Consulting 
             +44 (0) 191 294 3457      +44 (0) 20 3727 1000 
             James Sandford, Investor  Charles Palmer 
              Relations 
             Amy Lawson, Corporate PR  Dwight Burden 
 

A presentation for investors and analysts will made via webcast and conference call at 8.30am UK time. The webcast can be accessed via www.sage.com/investors . Conference call participants may dial in by calling +44 (0) 20 7192 8000 and using pin code 1479749 . A replay of the call will also be available for one week after the event, by calling +44 (0) 333 300 9785 and using pin code 1479749.

CEO Review

Sage achieved a strong performance in the first half, delivering high quality recurring revenue growth while continuing to migrate existing customers and attract new customers to subscription and the cloud. COVID-19, which started to impact the Group towards the end of March, is a human crisis that is having a profound effect on people and communities around the world. It presents an unprecedented challenge for our customers - small and medium businesses - and for Sage. We are focused on supporting our colleagues and customers through the pandemic, leveraging our strong service culture and capabilities, and building on our reputation as a trusted advisor. We are also continuing to invest for the long term, ensuring that our short-term actions preserve and enhance our capability and capacity to grow in the future. Our strategy to position the Group for longer-term success remains unchanged, and we continue to focus on our three strategic lenses of customer success, colleague success and innovation, in order to drive further progress towards our vision of becoming a great SaaS company for customers and colleagues alike.

H1 20 Results

In H1 20 the Group delivered recurring revenue growth of 10% to GBP826m with organic total revenue increasing by 6% to GBP935m. Strong recurring revenue growth is underpinned by software subscription growth of 26% as the business continues to focus on migrating existing customers and attracting new customers to subscription and the cloud.

Recurring revenue growth was driven principally by North America and Northern Europe (UK & Ireland), with strong momentum from FY19 carried forward into the first half. In North America, recurring revenue grew by 12% to GBP311m, driven by cloud connected solutions and a good performance from Sage Intacct. Northern Europe continued to grow strongly with recurring revenue growth of 13% to GBP187m benefitting from strong growth in the second half of FY19 as well as new cloud connected contracts added in H1 20. France achieved recurring revenue growth of 4%, driven by growth in cloud connected solutions.

Other revenue (SSRS and processing) decreased by 20% to GBP109m, reflecting the managed decline in licence sales and de-prioritisation of professional services revenue as the business continues to focus on subscription, together with the additional impact of COVID-19 towards the end of March.

Portfolio View of Revenue

 
 Revenue by Portfolio [6]                   Recurring                      Total 
                                     H1 20     H1 19    Growth    H1 20     H1 19    Growth 
                                   --------  --------  -------  --------  --------  ------- 
                                     GBPm      GBPm       %       GBPm      GBPm       % 
                                   --------  --------  -------  --------  --------  ------- 
 Cloud native                       GBP105m    GBP80m     +31%   GBP111m    GBP86m     +29% 
 Cloud connected [7]                GBP307m   GBP210m     +46%   GBP315m   GBP219m     +44% 
                                   --------  --------  -------  --------  --------  ------- 
 Sage Business Cloud                GBP412m   GBP290m     +42%   GBP426m   GBP305m     +40% 
 Products with potential to 
  migrate                           GBP319m   GBP362m     -12%   GBP389m   GBP455m     -14% 
                                   --------  --------  -------  --------  --------  ------- 
 Future Sage Business Cloud 
  Opportunity [8]                   GBP731m   GBP652m     +12%   GBP815m   GBP760m      +7% 
 Non-Sage Business Cloud [9]         GBP95m    GBP97m      -2%   GBP120m   GBP125m      -4% 
                                   --------  --------  -------  --------  --------  ------- 
 Organic Total Revenue              GBP826m   GBP749m     +10%   GBP935m   GBP885m      +6% 
                                   --------  --------  -------  --------  --------  ------- 
 Sage Business Cloud Penetration        56%       44% 
                                   --------  -------- 
 

[6] The revenue portfolio breakdown is provided as supplementary information to illustrate the differences in the evolution and composition of key parts of our product portfolio. These portfolios do not represent Operating Segments as defined under IFRS 8.

[7] Revenue from subscription customers using products that are part of Sage's strategic future product portfolio, where that product is based on an originally on-premise offering for which a substantial part of the customer value proposition is now linked to functionality delivered in, or through the cloud.

[8] Revenue from customers using products that are currently part of, or that management currently believe have a clear pathway to, Sage Business Cloud.

[9] Revenue from customers using products for which management does not currently envisage a path to Sage Business Cloud, either because the product addresses a segment outside Sage's core focus, or due to the complexity and expense involved in a migration.

Within the portfolio view of revenue, the Future Sage Business Cloud Opportunity represents products in, or with a clear pathway to, Sage Business Cloud. Management's primary operational focus is to migrate desktop customers and attract new customers to Sage Business Cloud, and, by delivering increased value to these customers, grow their lifetime value.

The Future Sage Business Cloud Opportunity continues to show strong performance, with recurring revenue growth of 12% and total revenue growth of 7%. Cloud native solutions have delivered recurring revenue growth of 31%, with Sage Intacct delivering recurring revenue growth of 31%.

The growth in cloud connected revenue of 46% to GBP307m reflects momentum from the migration of existing customers predominantly in North America, Northern Europe and France, as well as further growth from existing and new customers. The focus on driving revenue to cloud solutions has resulted in Sage Business Cloud penetration of 56%, up from 44% in the prior year.

The revenue in the Non-Sage Business Cloud portfolio comprises products for which management does not envisage a path to Sage Business Cloud, predominantly because the products address segments outside Sage's core focus. The 2% recurring revenue decline and 4% total revenue decline in the Non-Sage Business Cloud portfolio is in line with expectations and reflects the strategy to focus on solutions with a direct pathway to Sage Business Cloud.

In line with this strategy, the Group completed the disposals of Sage Pay and the Brazilian business in H1 20, whose products were largely within the Non-Sage Business Cloud portfolio.

Strategy - implementing our vision to become a great SaaS company

The Group remains confident in its strategy to transition to subscription and the cloud, as we continue to work towards our vision to become a great SaaS company for customers and colleagues alike.

In order to achieve Sage's vision, the business continues to focus on the strategic lenses of customer success, colleague success and innovation.

Customer Success

Customer success is driven by a customer-centric approach to everything the organisation does, to create enduring subscription relationships and deliver better business outcomes for customers. By proactively solving customer pain points, we are able to forge deeper relationships with our customers, maximise retention and, by building reputation and advocacy, attract new customers to Sage.

During the first half, we continued to invest in the end-to-end customer experience, embedding new ways of working and improving processes to address more effectively the needs of small and medium businesses. This supports our customer success model which has been deployed across our largest geographies, with significant improvements in productivity and customer service levels.

We've rolled out our single CRM system to North America, having completed the rollout to Northern Europe last year, improving the level of customer insight and service efficiency. We have also continued to digitise the customer service function, through web chat, online forums and communities, reducing call waiting times and accelerating the resolution of customer problems.

These investments have enabled Sage to focus on providing support and advice tailored to the specific needs of small and medium businesses in the light of COVID-19, and to do this with all of our colleagues working from home. In each of our major markets, we've established online coronavirus hubs as a source of practical information. We also run webinars and other interactive sessions to give advice to all small and medium businesses, whether customers or not, on how to access government funds.

We're working directly with governments to find new and better ways to support small and medium businesses. In the UK, we've developed a special software module which supports customers when they apply for government funds, automating key parts of the process, and improving customers' productivity and efficiency. To further support our customers, we have undertaken external research and are listening to customer feedback to understand how we can provide bespoke help for those who need it most.

Colleague success

Management is committed to building a culture that fosters collaboration, and open and honest dialogue, where colleagues feel connected to Sage's vision and put customers at the heart of everything they do.

We have continued to focus on our leadership and emerging talent development programmes in the first half, in order to ensure our current and future leaders are well-equipped to succeed, and we've embedded our values and behaviours through our performance review approach and through culture workshops. We've also created an employee value proposition, to be communicated both internally and externally, which clearly sets out the attractions of working for Sage, supporting both recruitment and retention.

Sage Foundation is a core part of our values and also serves to attract and retain talent. All colleagues are encouraged to take up to five days, on a fully paid basis, to support charitable initiatives under Sage Foundation. As a result, colleagues have contributed more than 12,000 volunteering days so far this year, including during a recent "virtual volunteering" initiative aimed at continuing the work of Sage Foundation during lockdown.

We've been agile in our response to COVID-19, with all colleagues smoothly transitioning to homeworking while maintaining a high level of support for our customers. This transition has been effectively managed through a range of focused initiatives including daily and weekly leadership communications, networking groups, e-learning and support for mental wellbeing.

The result of investing in colleague engagement is more invigorated, engaged colleagues, who are better able and more motivated to support the success of Sage's customers. We carry out regular pulse surveys to monitor colleague sentiment, with recent surveys indicating that 93% of Sage colleagues are satisfied with Sage's response to the global pandemic.

The business will continue to focus on colleagues and leaders throughout FY20, supported by a review of our colleague experience, capability and alignment of compensation structures to drive our transition to a SaaS business.

Innovation

Innovation at Sage means developing solutions that deliver real customer value and solve customer problems by doing things differently, using incremental, emerging and experimental innovation.

In order to achieve this, management continues to invest in Sage Business Cloud. The vision for Sage Business Cloud is a digital environment of cloud platforms, applications and services across Accounting and Financials, People & Payroll and Payments & Banking for Sage's existing and new, small and medium-sized customers, supported by a thriving partner marketplace. This also includes providing cloud connected customers with increased value, allowing them to access the Sage Business Cloud network and consume cloud services as they require. Through a combination of common tools, services, design principles, and service commitments, Sage Business Cloud delivers the core brand values of trusted experience, innovative technology, and customer success.

Our innovation programme continued at pace during the first half of FY20 :

- The internationalisation of Sage Intacct continued, with promising early progress in the UK and Australia following its launch in those countries last year. South Africa is expected to launch in the second half of this year.

- Sage Intacct Construction, a cloud financial management solution designed to meet the unique needs of construction companies, and an important further part of our migration strategy, was launched in the US.

- Sage Business Cloud Accounting for Professional Users has been developed and soft launched in the UK. This solution will be used to attract new customers, both direct and through accountant referrals, and over time, will be used to offer a migration path for Sage 50 customers that choose to move to a cloud native solution.

- AutoEntry, our data entry automation solution which we acquired at the end of September, has been integrated with key products including Sage 50 and Sage Accounting, leading to rapid growth.

- We launched Sage Business Cloud marketplace in the UK, a platform on which all of our independent software vendors (ISVs) can showcase and promote their Sage Business Cloud-integrated solutions to our customers.

- We acquired CakeHR, a cloud native solution that simplifies and automates HR tasks for small businesses, boosting Sage's cloud offering for small businesses.

- We created Sage AI Labs, a focused team driving the development of Artificial Intelligence and Machine Learning to enhance the capability of our products, including AI-powered outlier detection capabilities enabling customers to spot accounting mistakes and irregularities, and time tracking that uses AI to learn from project-based employees.

In the second half, Sage will continue to invest in the development and availability of Sage Business Cloud solutions, as well as continuing to drive adoption of cloud services amongst customers.

Strategic KPIs

Our strategic KPIs reflect the strategic progress we've made through our focus on customer success, colleague success and innovation, with H1 20 progress as follows:

- Strong ARR growth of 10% to GBP1,693m, reflecting momentum from FY19 and further sequential growth in the first half.

- Software subscription penetration of 62% (H1 19: 52%) as the business continues to transition existing customers and attract new customers to subscription and the cloud.

- Sage Business Cloud penetration of 56% (H1 19: 44%) as the business continues to focus on core solutions which have a direct pathway to Sage Business Cloud.

- Renewal by value increased to 101% (H1 19: 100%) demonstrating the strength of the existing customer base.

Financial Review

This financial review provides a brief summary of Sage's financial results on an organic basis, before moving to the underlying and statutory performance of the business. Organic measures allow management and investors to understand the like-for-like revenue and margin performance of the continuing business.

Organic Financial Results

In H1 20 Sage delivered organic recurring revenue growth of 10% to GBP826m and organic total revenue growth of 6% to GBP935m. Recurring revenue growth, underpinned by a 26% increase in software subscription revenue to GBP582m, was driven principally by North America and Northern Europe, with strong momentum from FY19 carried forward into the first half of FY20.

Other revenue (SSRS and processing) declined by 20% to GBP109m, reflecting the managed decline in licence sales and de-prioritisation of professional services revenue as the business continues to focus on subscription. The decline in other revenue accelerated towards the end of March as a result of COVID-19 impacting licence sales and professional services implementations.

The Group increased organic operating profit by 3% to GBP213m, and achieved an organic operating margin of 22.8% (H1 19: 23.4%). This margin reflects continued investment to accelerate strategic execution, and includes a GBP13m charge to provide for expected credit losses in connection with COVID-19.

The Group also achieved underlying basic EPS of 13.75p, underlying cash conversion of 127% and free cash flow of GBP227m.

Statutory and Underlying Financial Results

 
 Financial Results              Statutory                 Underlying [10] 
---------------------  ---------------------------  --------------------------- 
                          H1 20     H1 19   Change     H1 20     H1 19   Change 
---------------------  --------  --------  -------  --------  --------  ------- 
 North America          GBP343m   GBP327m      +5%   GBP343m   GBP330m      +4% 
 Northern Europe        GBP215m   GBP197m      +9%   GBP215m   GBP197m      +9% 
 Central & Southern 
  Europe                GBP297m   GBP304m      -2%   GBP297m   GBP298m       0% 
 International          GBP120m   GBP129m      -7%   GBP120m   GBP121m      -1% 
                       --------  --------  -------  --------  --------  ------- 
 Group Total Revenue    GBP975m   GBP957m      +2%   GBP975m   GBP946m      +3% 
 Operating Profit       GBP289m   GBP210m     +38%   GBP218m   GBP216m      +1% 
 % Operating Profit                          +7.8%                        -0.5% 
  Margin                  29.7%     21.9%      pts     22.4%     22.9%      pts 
 Profit Before Tax      GBP275m   GBP198m     +40%   GBP205m   GBP202m      +2% 
 Net Profit             GBP224m   GBP154m     +46%   GBP150m   GBP150m       0% 
 Basic EPS               20.56p    14.19p     +45%    13.75p    13.78p       0% 
                       --------  --------  -------  --------  --------  ------- 
 

[10] Revenue and profit measures are defined in Appendix 1.

The Group achieved statutory total revenue of GBP975m, a 2% increase on the prior year, with underlying growth in North America and Northern Europe partly offset by foreign exchange headwinds in Central & Southern Europe and International. Underlying total revenue, which normalises the comparative period for foreign currency movements, increased by 3%.

Statutory operating profit increased by 38% to GBP289m, reflecting the non-recurring net gain on the disposal of subsidiaries (Sage Pay and the Brazilian business), together with the underlying performance of the business and other recurring and non-recurring items. Underlying operating profit, which excludes recurring and non-recurring items, grew by 1% to GBP218m.

Underlying basic EPS of 13.75p was broadly in line with the prior period.

Underlying & Organic Reconciliations to Statutory

 
                                                               H1 20                             H1 19 
                                                 ---------------------------------  ------------------------------- 
                                                  Revenue    Operating   Operating   Revenue   Operating  Operating 
                                                               Profit      Margin                Profit     Margin 
                                                                             %                                % 
                                                 ----------  ----------  ---------  ---------  ---------  --------- 
Statutory                                           GBP975m     GBP289m      29.7%    GBP957m    GBP210m      21.9% 
Recurring Items [11]                                      -      GBP21m          -          -     GBP21m          - 
Non-recurring items: 
                                                          -   (GBP141m)          -          -   (GBP27m)          - 
  *    (Gain)/loss on disposal of subsidiaries 
                                                          -      GBP19m          -          -          -          - 
  *    Impairment of goodwill 
                                                          -       GBP6m          -          -     GBP14m          - 
  *    Property restructuring costs 
                                                          -      GBP24m          -          -          -          - 
  *    Office relocation 
Impact of FX [12]                                         -           -          -   (GBP11m)    (GBP2m)          - 
                                                 ----------  ----------  ---------  ---------  ---------  --------- 
Underlying                                          GBP975m     GBP218m      22.4%    GBP946m    GBP216m      22.9% 
Acquisitions                                              -           -          -      GBP2m    (GBP1m)          - 
Disposals                                          (GBP40m)     (GBP5m)          -   (GBP63m)    (GBP8m)          - 
                                                 ----------  ----------  ---------  ---------  ---------  --------- 
Organic                                             GBP935m     GBP213m      22.8%    GBP885m    GBP207m      23.4% 
                                                 ----------  ----------  ---------  ---------  ---------  --------- 
 

[11] Recurring and non-recurring items are detailed in the paragraph below and in note 3 of the financial statements.

[12] Impact of retranslating H1 19 results at H1 20 average rates.

Revenue

The Group achieved statutory and underlying revenue of GBP975m in H1 20. Underlying revenue in H1 19 of GBP946m reflects statutory revenue of GBP957m retranslated at current year exchange rates, resulting in an FX adjustment of GBP11m.

Organic revenue of GBP935m (H1 19: GBP885m) reflects underlying revenue adjusted for GBP40m of revenue from assets sold during the period (H1 19: GBP63m), including GBP17m of revenue from Sage Pay (H1 19: GBP20m) and GBP23m from the Brazilian business (H1 19: GBP24m). Both disposals completed in March 2020. H1 19 organic revenue also includes a GBP16m revenue adjustment for the disposal of the US payroll processing business in February 2019, and GBP3m for the disposal of the South African payments business in July 2019. There is a further GBP2m revenue adjustment to the prior year relating to the acquisition of AutoEntry in September 2019.

Operating profit

The Group achieved a statutory operating profit of GBP289m in H1 20 (H1 19: GBP210m). Underlying operating profit of GBP218m (H1 19: GBP216m) reflects statutory operating profit adjusted for recurring and non-recurring items. Recurring items of GBP21m (H1 19: GBP21m) comprise GBP15m amortisation of acquisition-related intangibles (H1 19: GBP15m) and GBP6m of M&A related charges (H1 19: GBP6m).

Non-recurring items include a GBP141m net gain on disposal of subsidiaries (H1 19: GBP27m gain), comprising a GBP193m gain on the disposal of Sage Pay and a GBP52m loss on disposal of the Brazilian business (of which GBP44m reflects the non-cash reclassification of foreign exchange losses from other comprehensive income to the income statement) [13]. This is offset by a GBP19m non-cash charge relating to goodwill impairment in respect of our Asia business, costs relating to our property restructuring programme of GBP6m (H1 19: GBP14m), and non-cash accelerated depreciation related to the relocation of our North Park office in Newcastle of GBP24m. H1 19 operating profit also includes a GBP2m FX adjustment.

Organic operating profit of GBP213m (H1 19: GBP207m) reflects underlying operating profit adjusted for operating profit attributable to businesses sold during the period, including GBP4m from Sage Pay (H1 19: GBP8m), and GBP1m from the Brazilian business. The prior year also includes a further GBP1m adjustment relating to the acquisition of AutoEntry. There were no material adjustments in respect of the other disposals, which were approximately breakeven at an operating profit level.

[13] The difference between the actual FX loss reclassification and the estimate given in our announcement of 2 March 2020 reflects a revised calculation and the further devaluation of the Brazilian Real between signing and completion.

Organic Revenue Overview

 
 Organic Revenue Mix                  H1 20                  H1 19           % Change 
                                  GBPm   % of Total      GBPm   % of Total 
                             ---------  -----------  --------  -----------  --------- 
 Software Subscription 
  Revenue                      GBP582m          62%   GBP464m          52%       +26% 
 Other Recurring Revenue       GBP244m          26%   GBP285m          33%       -15% 
                             ---------  -----------  --------  -----------  --------- 
 Organic Recurring Revenue     GBP826m          88%   GBP749m          85%       +10% 
 Other Revenue                 GBP109m          12%   GBP136m          15%       -20% 
                             ---------  -----------  --------  -----------  --------- 
 Organic Total Revenue         GBP935m         100%   GBP885m         100%        +6% 
                             ---------  -----------  --------  -----------  --------- 
 

Organic total revenue increased by 6% in H1 20 to GBP935m. Organic recurring revenue grew by 10% to GBP826m, underpinned by a 26% increase in software subscription revenue to GBP582m, reflecting the continued focus on attracting new customers and migrating existing customers to subscription and Sage Business Cloud. The decline in other recurring revenue of 15% to GBP244m reflects the substitution effect as customers migrate to subscription contracts. Other revenue (SSRS and processing) declined by 20% to GBP109m, reflecting the managed decline in licence sales and de-prioritisation of professional services as the business continues to focus on its transition to subscription revenue, together with the additional impact of COVID-19 towards the end of March.

In the portfolio view of revenue, the Future Sage Business Cloud Opportunity delivered recurring revenue growth of 12% to GBP731m and total revenue growth of 7% to GBP815m, driven by transitioning existing customers and attracting new customers to Sage Business Cloud. In the Non-Sage Business Cloud portfolio, recurring revenue decreased by 2% to GBP95m, and total revenue decreased by 4% to GBP120m.

North America

 
 Organic Revenue by Category           H1 20     H1 19    % Change 
 Organic Total Revenue                GBP343m   GBP314m     +9% 
 Organic Recurring Revenue            GBP311m   GBP278m     +12% 
 
 % Subscription Penetration             59%       55%     +4% pts 
 % Sage Business Cloud Penetration      70%       64%     +6% pts 
                                     --------  --------  --------- 
 Organic Recurring Revenue             H1 20     H1 19    % Change 
                                     --------  --------  --------- 
 US (excluding Intacct)               GBP196m   GBP183m     +7% 
 Canada                               GBP46m    GBP42m      +10% 
 Intacct                              GBP69m    GBP53m      +31% 
                                     --------  --------  --------- 
 

North America delivered recurring revenue growth of 12% to GBP311m and total revenue growth of 9% to GBP343m. Subscription penetration is now 59%, up from 55% in the prior year, and Sage Business Cloud penetration is now 70%, up from 64% in the prior year, driven by both cloud connected and cloud native solutions.

The US (excluding Intacct) delivered recurring revenue growth of 7% to GBP196m, and total revenue growth of 5% to GBP221m. The US delivered strong growth in the second half of FY19 driven by migrations, and made further progress in the first half of FY20, with three quarters of the Sage 200 base on a cloud connected solution.

Canada has also continued to perform well, growing recurring revenue by 10% to GBP46m and total revenue by 6% to GBP49m, with over three-quarters of revenue from the 50 and 200 base now on a cloud connected solution.

Sage Intacct's recurring revenue growth of 31% to GBP69m reflects continuing strong momentum in North America, driving growth through both existing customers and new customer acquisition.

Northern Europe

 
 Organic Revenue by Category           H1 20     H1 19    % Change 
 Organic Total Revenue                GBP198m   GBP179m     +10% 
 Organic Recurring Revenue            GBP187m   GBP165m     +13% 
 
 % Subscription Penetration             84%       63%     +21% pts 
 % Sage Business Cloud Penetration      80%       59%     +21% pts 
                                     --------  --------  --------- 
 

Northern Europe (UK & Ireland) delivered recurring revenue growth of 13% to GBP187m and total revenue growth of 10% to GBP198m. Subscription penetration is 84%, up from 63% in the prior year, and Sage Business Cloud penetration is now 80%, up from 59% in the prior year.

Strength in recurring revenue continues to reflect success in cloud connected solutions. Revenue on Sage 50 cloud connected has increased significantly, through migrations, new customer acquisition and reactivations, particularly in the second half of FY19. Northern Europe has continued to add Sage 50 cloud connected contracts during the first half of this year. The region now has more than three quarters of its 50 and 200 base on a cloud connected solution.

The early performance of Sage Intacct in the UK since its launch in November 2019 has been encouraging, with better than expected momentum in new contract wins in the first half.

The region saw a decline of 23% in other revenue (SSRS and processing) to GBP11m, as the business continues to focus on software subscription and the cloud.

Central & Southern Europe

 
 Organic Revenue by Category           H1 20     H1 19    % Change 
 Organic Total Revenue                GBP297m   GBP298m      0% 
 Organic Recurring Revenue            GBP250m   GBP236m     +6% 
 
 % Subscription Penetration             52%       43%     +9% pts 
 % Sage Business Cloud Penetration      35%       21%     +14% pts 
                                     --------  --------  --------- 
 Organic Recurring Revenue             H1 20     H1 19    % Change 
                                     --------  --------  --------- 
 France                               GBP120m   GBP116m     +4% 
 Central Europe                       GBP68m    GBP63m      +9% 
 Iberia                               GBP62m    GBP57m      +8% 
                                     --------  --------  --------- 
 

Central and Southern Europe delivered recurring revenue growth of 6% to GBP250m and total revenue in line with last year at GBP297m. Subscription penetration is now 52%, up from 43% in the prior year and Sage Business Cloud penetration is 35%, up from 21% in the prior year, largely driven by growth in cloud connected solutions.

France delivered recurring revenue growth of 4% to GBP120m, driven principally by Sage 50 and Sage 200 cloud connected solutions. The region now has well over half of its 50 and 200 revenue base on a cloud connected solution. Total revenue in France decreased by 1% to GBP135m.

Central Europe delivered recurring revenue growth of 9% to GBP68m while total revenue decreased by 1% to GBP87m. Growth in the region is driven by a combination of local products and cloud connected solutions.

Iberia delivered recurring revenue growth of 8% to GBP62m, and total revenue growth of 1% to GBP76m. Growth in recurring revenue has been driven mainly by Sage 50 and Sage 200 cloud connected solutions.

Other revenue (SSRS and processing) in Central and Southern Europe decreased by 24% to GBP47m, as the business continues to focus on software subscription and the cloud.

International

 
 Organic Revenue by Category          H1 20    H1 19    % Change 
 Organic Total Revenue                GBP97m   GBP94m     +3% 
 Organic Recurring Revenue            GBP78m   GBP70m     +11% 
 
 % Subscription Penetration            62%      56%     +6% pts 
 % Sage Business Cloud Penetration     12%       8%     +4% pts 
                                     -------  -------  --------- 
 Organic Recurring Revenue            H1 20    H1 19    % Change 
                                     -------  -------  --------- 
 Africa & Middle East                 GBP53m   GBP46m     +15% 
 Australia & Asia                     GBP25m   GBP24m     +2% 
                                     -------  -------  --------- 
 

International delivered recurring revenue growth of 11% to GBP78m and total revenue growth of 3% to GBP97m. Subscription penetration is now 62%, up from 56% in the prior year and Sage Business Cloud penetration in the region is 12%, up from 8% in the prior year.

Africa & Middle East, representing around two thirds of the International region's revenue, delivered strong recurring revenue growth of 15% to GBP53m, driven by local products and cloud native solutions, particularly Sage Accounting. Total revenue in Africa & Middle East grew by 5% to GBP66m. Sage Intacct is on track to launch in South Africa later this year.

Australia & Asia delivered recurring revenue growth of 2% to GBP25m and total revenue in line with last year at GBP31m. Australia delivered recurring revenue growth of 4% to GBP20m, driven by cloud native solutions. Sage Intacct has made a promising start, having launched in Australia in August 2019.

Operating Profit

The Group achieved organic operating profit of GBP213m (H1 19: GBP207m), representing a margin of 22.8% (H1 19: 23.4%). This margin reflects continued investment to accelerate strategic execution, particularly in sales and marketing, and in technology and innovation. It also includes a GBP13m charge to provide for expected credit losses in connection with COVID-19.

Underlying operating profit was GBP218m (H1 19: GBP216m), representing a margin of 22.4% (H1 19: 22.9%). The difference between organic and underlying operating profit reflects the operating profit from assets sold during the first half (Sage Pay and the Brazilian business).

EBITDA was GBP256m (H1 19: GBP246m) representing an EBITDA margin of 26.4%. This includes a GBP12m increase in depreciation due to the adoption of IFRS 16 on 1 October 2019.

 
                                 H1 20      H1 19     H1 20 Margin 
                                                            % 
 Organic Operating Profit       GBP213m    GBP207m       22.8% 
 Impact of disposals             GBP5m      GBP8m 
 Impact of acquisitions            -        GBP1m 
 Underlying Operating Profit    GBP218m    GBP216m       22.4% 
 Depreciation & amortisation     GBP29m     GBP17m 
 Share based payments            GBP9m      GBP13m 
                               ---------  ---------  ------------- 
 EBITDA                         GBP256m    GBP246m       26.4% 
                               ---------  ---------  ------------- 
 

Net Finance Cost

The statutory net finance cost for the period was GBP 14m (H1 19: GBP12m) and the underlying net finance cost was GBP13m (H1 19: GBP13m), with minor differences between statutory and underlying net finance costs reflecting FX movements.

Taxation

The underlying tax expense for H1 20 was GBP 55m (H1 19: GBP53m), resulting in an underlying tax rate of 27% (H1 19: 26%). The statutory income tax expense for H1 20 was GBP51m (H1 19: GBP44m), resulting in a statutory tax rate of 19% (H1 19: 22%).

The difference between the underlying and statutory rate in H1 20 primarily reflects a non-taxable accounting net gain on the disposal of subsidiaries (Sage Pay and the Brazilian business), offset by a non-tax-deductible charge relating to the impairment of goodwill in respect of the Asia business and accelerated depreciation relating to the relocation of our North Park office in Newcastle.

Earnings per Share

 
                                          H1 20     H1 19   % Change 
 Statutory Basic EPS                     20.56p    14.19p     +44.9% 
 Recurring Items                          1.66p     1.40p 
 Non-Recurring Items                    (8.47p)   (1.66p) 
 Impact of Foreign Exchange                   -   (0.15p) 
                              ----------------- 
 Underlying Basic EPS                    13.75p    13.78p      -0.2% 
                              ----------------- 
 

Underlying basic earnings per share of 13.75p was broadly in line with the prior period (H1 19: 13.78p), reflecting the increase in underlying operating profit, offset by a higher effective tax rate.

Statutory basic earnings per share increased by 45%, primarily due to the change in non-recurring items which principally reflects the GBP141m net gain on disposal of subsidiaries.

Cash Flow

The Group remains highly cash generative with underlying cash flow from operating activities of GBP276m (H1 19: GBP330m), representing an underlying cash conversion of 127% (H1: 151%).

 
 Cash Flow APMs                                 H1 20     H1 19 (as reported) 
 Underlying Operating Profit                   GBP218m          GBP218m 
 Depreciation, amortisation and non-cash        GBP29m           GBP16m 
  items in profit 
 Share based payments                           GBP9m           GBP13m 
 Net changes in working capital                 GBP36m          GBP106m 
 Net capital expenditure                       (GBP16m)        (GBP23m) 
                                              ---------  -------------------- 
 Underlying Cash Flow from Operating           GBP276m          GBP330m 
  Activities 
                                              ---------  -------------------- 
     Underlying cash conversion %                127%            151% 
 
 Non-recurring cash items                      (GBP2m)         (GBP20m) 
 Net interest paid                             (GBP12m)        (GBP12m) 
 Income tax paid                               (GBP39m)        (GBP41m) 
 Profit and loss foreign exchange movements     GBP4m              - 
                                              ---------  -------------------- 
 Free Cash Flow                                GBP227m          GBP257m 
                                              ---------  -------------------- 
 
 
 Statutory Reconciliation of Cash Flow    H1 20     H1 19 (as reported) 
  from Operating Activities 
 Statutory Cash Flow from Operating      GBP292m          GBP333m 
  Activities 
 Recurring and non-recurring items        GBP6m           GBP21m 
 Net capital expenditure                 (GBP16m)        (GBP23m) 
 Other adjustment including foreign      (GBP6m)          (GBP1m) 
  exchange translations 
 Underlying Cash Flow from Operating     GBP276m          GBP330m 
  Activities 
 

The continued strong cash conversion reflects sustained improvements in working capital and the continued transition towards recurring revenue. Underlying cash conversion decreased compared to the prior period due to higher levels of bonus pay-out in H1 20 compared to H1 19, in respect of the strong business performance achieved during the previous financial year. Underlying cash conversion is expected to trend downwards in the second half.

Free cash flow was GBP227m (H1 19: GBP257m), largely reflecting continued strong underlying cash conversion, together with a reduction in non-recurring cash items.

Group net debt was GBP238m at 31 March 2020 (30 September 2019: GBP393m), comprising cash and cash equivalents of GBP912m (30 September 2019: GBP372m) and total debt of GBP1,150m (30 September 2019: GBP765m). The decrease in net debt in the period is mostly attributable to strong free cash flow of GBP227m and proceeds from the disposal of Sage Pay of GBP229m, offset by GBP121m paid in respect of the FY19 final dividend, and a GBP136m increase in net debt as a result of adopting IFRS 16.

Debt facilities

The Group's debt is sourced from a syndicated multi-currency Revolving Credit Facility ("RCF"), a syndicated Term Loan and US private placements ("USPP"). The Term Loan of GBP200m was put in place in September 2019 and expires in September 2021. The Group's RCF expires in February 2025 (having been extended by one year in February 2020) with facility levels of GBP715m (split between US$719m and GBP135m tranches). At 31 March 2020, GBP302m (H1 19: GBP274m) of the multi-currency revolving debt facility was drawn and the Term Loan was fully drawn.

The Group's total USPP loan notes at 31 March 2020 were GBP519m (US$550m and EUR85m) (H1 19: GBP497m, US$550m and EUR85m). The USPP loan notes have a range of maturities between May 2020 and May 2025.

Maturities within the next 18 months comprise $150 million (GBP121 million) of the Group's US private placement loan notes later this month, and the Group's GBP200 million syndicated Term Loan in September 2021.

Capital allocation

Sage's disciplined approach to capital allocation remains unchanged as a result of COVID-19.

The Group's primary focus remains on organic investment in order to accelerate the execution of the strategy as outlined above.

Sage continues to consider bolt-on acquisitions of complementary technology and partnerships that will further accelerate the strategy and enhance Sage Business Cloud, and has made several small but strategically significant acquisitions in the recent past. In line with focusing on core competences within the business, management continues to evaluate the disposal of certain non-core assets, having completed the disposal of Sage Pay and the Brazilian business in the first half.

Our policy is to maintain the dividend in real terms. In line with our policy, and reflecting the Group's strong business performance and cash generation in the first half, we have increased the interim dividend by 2.5% to 5.93p.

The Group will also consider making additional capital returns to shareholders if appropriate. To support the Group's financial strength in light of the COVID-19 pandemic, Sage announced on 6 April 2020 the cancellation of the previously announced GBP250m share buy-back programme, after GBP7m of shares had been purchased.

 
                                 H1 20    H1 19 (as reported) 
 Net Debt                       GBP238m         GBP448m 
 EBITDA (Last Twelve Months)    GBP518m         GBP549m 
                               --------  -------------------- 
 Net Debt/EBITDA Ratio           0.5x            0.8x 
                               --------  -------------------- 
 

Group net debt as at 31 March 2020 was GBP238m and reported EBITDA over the last 12 months was GBP518m, resulting in a net debt to EBITDA ratio of 0.5x. Group return on capital employed (ROCE) for H1 20 was 20.5% (H1 19 as reported: 20.7%).

The Group adopted IFRS 16 with effect from 1 October 2019, resulting in the recognition on the balance sheet of additional financial liabilities of GBP136m, which has increased net debt to EBITDA in H1 20 by 0.2x, partially offsetting the year-on-year decrease. The financial results from the prior year have not been restated. The adoption of IFRS 16 has had no material impact on our overall financial result.

Sage plans to operate in a broad range of 1-2x net debt to EBITDA over the medium term, with flexibility to move outside this range as the business needs require. Accordingly, given the current environment, we are comfortable with our current net debt to EBITDA ratio of 0.5x.

Going concern

The Directors have robustly tested the going concern assumption in preparing the financial statements, taking into account the Group's strong liquidity position at 31 March 2020 and a number of downside sensitivities, and remain satisfied that the going concern basis of preparation is appropriate. Further information is provided in note 1 of the financial statements on page 23.

Foreign exchange

The Group does not hedge foreign currency profit and loss translation exposures and the statutory results are therefore impacted by movements in exchange rates.

The average rates used to translate the consolidated income statement and to neutralise foreign exchange in prior year underlying and organic figures are as follows:

 
 AVERAGE EXCHANGE RATES (EQUAL TO    H1 20   H1 19   Change 
  GBP) 
 Euro (EUR)                          1.16    1.14     +2% 
 US Dollar ($)                       1.28    1.29     -1% 
 South African Rand (ZAR)            19.27   18.32    +5% 
 Australian Dollar (A$)              1.91    1.81     +6% 
 Brazilian Real (R$)                 5.49    4.90    +12 % 
                                    ------  ------  ------- 
 

Appendix 1 - Alternative Performance Measures

Alternative Performance measures are used by the company to understand and manage performance. These are not defined under IFRS and are not intended to be a substitute for any IFRS measures of performance but have been included as management considers them to be important measures, alongside the comparable GAAP financial measures, in assessing the underlying performance. Wherever appropriate and practical, we provide reconciliations to relevant GAAP measures. The table below sets out the basis of calculation of the Alternative Performance Measures and the rationale for their use.

 
 MEASURE            DESCRIPTION                                                    RATIONALE 
 Underlying         Underlying measures are                                        Underlying measures allow 
  (revenue           adjusted to exclude items                                     management and investors 
  and profit)        which would distort the                                       to compare performance without 
  measures           understanding of the performance                              the potentially distorting 
                     for the year or comparability                                 effects of foreign exchange 
                     between periods:                                              movements, one-off or 
                      *    Recurring items include purchase price adjustments      non-operational 
                           including amortisation of acquired intangible assets    items. 
                           and adjustments made to reduce deferred income 
                           arising on acquisitions, acquisition-related items,     By including part-period 
                           FX on intercompany balances and fair value              contributions from acquisitions, 
                           adjustments; and                                        discontinued operations, 
                                                                                   disposals and assets held 
                                                                                   for sale of standalone businesses 
                      *    Non-recurring items that management judge to be         in the current and/or prior 
                           one-off or non-operational such as gains and losses     periods, the impact of M&A 
                           on the disposal of assets, impairment charges and       decisions on earnings per 
                           reversals, and restructuring related costs.             share growth can be evaluated. 
 
 
                     All prior period underlying 
                     measures (revenue and profit) 
                     are retranslated at the 
                     current year exchange rates 
                     to neutralise the effect 
                     of currency fluctuations. 
                   -------------------------------------------------------------  ------------------------------------ 
 Organic (revenue   In addition to the adjustments                                 Organic measures allow management 
  and profit)       made for Underlying measures,                                   and investors to understand 
  measures          Organic measures:                                               the like-for-like revenue 
                     *    Exclude the contribution from discontinued operations,    and current period margin 
                          disposals and assets held for sale of standalone          performance of the continuing 
                          businesses in the current and prior period; and           business. 
 
 
                     *    Exclude the contribution from acquired businesses 
                          until the year following the year of acquisition; and 
 
 
                     *    Adjust the comparative period to present prior period 
                          acquired businesses as if they had been part of the 
                          Group throughout the prior period. 
 
 
                    Acquisitions and disposals 
                    where the revenue and contribution 
                    impact would be immaterial 
                    are not adjusted. 
                   -------------------------------------------------------------  ------------------------------------ 
 Underlying         Underlying Cash Flow from                                      To show the cashflow generated 
  Cash Flow          Operating Activities is                                        by the operating activities 
  from Operating     Underlying Operating Profit                                    and calculate underlying 
  Activities         adjusted for non-cash items,                                   cash conversion. 
                     net capex (excluding business 
                     combinations and similar 
                     items) and changes in working 
                     capital. 
                   -------------------------------------------------------------  ------------------------------------ 
 Underlying         Underlying Cash Flow from                                      Cash conversion informs management 
  Cash Conversion    Operating Activities divided                                   and investors about the cash 
                     by Underlying (as reported)                                    operating cycle of the business 
                     Operating Profit.                                              and how efficiently operating 
                                                                                    profit is converted into 
                                                                                    cash. 
                   -------------------------------------------------------------  ------------------------------------ 
 EBITDA             EBITDA is Underlying Operating                                 To calculate the Net Debt 
                     Profit excluding depreciation,                                 to EBITDA leverage ratio 
                     amortisation and share based                                   and to show profitability 
                     payments.                                                      before the impact of major 
                                                                                    non-cash charges. 
                   -------------------------------------------------------------  ------------------------------------ 
 
 
 Annualised           Annualised recurring revenue                                 ARR represents the annualised 
  recurring            ("ARR") is the normalised                                   value of the recurring revenue 
  revenue              organic recurring revenue                                   base that is expected to 
                       in the last month of the                                    be carried into future periods, 
                       reporting period, adjusted                                  and its growth is a forward-looking 
                       consistently period to period,                              indicator of reporting recurring 
                       multiplied by twelve. Adjustments                           revenue growth. 
                       to normalise reported recurring 
                       revenue include those components 
                       that management has assessed 
                       should be excluded in order 
                       to ensure the measure reflects 
                       that part of the contracted 
                       revenue base which (subject 
                       to ongoing use and renewal) 
                       can reasonably be expected 
                       to repeat in future periods 
                       (such as non-refundable 
                       contract sign-up fees). 
 Renewal Rate         The ARR from renewals, migrations,                           As an indicator of our ability 
  by Value             upsell and cross-sell of                                     to retain and generate additional 
                       active customers at the                                      revenue from our existing 
                       start of the year, divided                                   customer base through up 
                       by the opening ARR for the                                   and cross sell. 
                       year. 
                     -----------------------------------------------------------  ------------------------------------ 
 Free Cash            Free Cash Flow is Cash Flow                                  To measure the cash generated 
  Flow                 from Operating Activities                                    by the operating activities 
                       minus non-recurring cash                                     during the period that is 
                       items, interest paid, tax                                    available to repay debt, 
                       paid and adjusted for profit                                 undertake acquisitions or 
                       and loss foreign exchange                                    distribute to shareholders. 
                       movements. 
                     -----------------------------------------------------------  ------------------------------------ 
 % Subscription       Organic software subscription                                To measure the progress of 
  Penetration          revenue as a percentage                                      migrating our customer base 
                       of organic total revenue.                                    from licence and maintenance 
                                                                                    to a subscription relationship. 
                     -----------------------------------------------------------  ------------------------------------ 
 % Sage Business      Organic recurring revenue                                    To measure the progress in 
  Cloud Penetration    from the Sage Business Cloud                                 the migration of our revenue 
                       (native and connected cloud)                                 base to the Sage Business 
                       as a percentage of the organic                               Cloud by connecting our solutions 
                       recurring revenue of the                                     to the cloud and/or migrating 
                       Future Sage Business Cloud                                   our customers to cloud connected 
                       Opportunity.                                                 and cloud native solutions. 
                     -----------------------------------------------------------  ------------------------------------ 
 Return on            ROCE is calculated as:                                       As an indicator of the current 
  Capital Employed     *    Underlying Operating Profit; minus                      period financial 
  (ROCE)                                                                            return on the capital invested 
                                                                                    in the company. 
                       *    Amortisation of acquired intangibles; the result        ROCE is used as an underpin 
                            being divided by                                        in the FY19 and FY20 PSP 
                                                                                    awards. 
 
                       *    The average (of the opening and closing balance for 
                            the period) total net assets excluding net debt, 
                            provisions for non-recurring costs and tax assets or 
                            liabilities (i.e. capital employed). 
                     -----------------------------------------------------------  ------------------------------------ 
 

Consolidated income statement

For the six months ended 31 March 2020

 
                        Six months    Six months   Six months   Six months    Six months   Six months   Year ended 
                             ended         ended        ended        ended         ended        ended           30 
                          31 March      31 March     31 March     31 March      31 March     31 March    September 
                              2020          2020         2020         2019          2019         2019         2019 
                       (Unaudited)   (Unaudited)  (Unaudited)  (Unaudited)   (Unaudited)  (Unaudited)    (Audited) 
                        Underlying  Adjustments*    Statutory   Underlying  Adjustments*    Statutory    Statutory 
                                                               as reported 
                 Note         GBPm          GBPm         GBPm         GBPm          GBPm         GBPm         GBPm 
===============  ====  ===========  ============  ===========  ===========  ============  ===========  =========== 
Revenue           2            975             -          975          957             -          957        1,936 
Cost of sales                 (64)             -         (64)         (70)             -         (70)        (138) 
===============  ====  ===========  ============  ===========  ===========  ============  ===========  =========== 
Gross profit                   911             -          911          887             -          887        1,798 
Selling and 
 administrative 
 expenses                    (693)            71        (622)        (669)           (8)        (677)      (1,416) 
Operating 
 profit           2            218            71          289          218           (8)          210          382 
Finance income                   2             -            2            3             1            4            8 
Finance costs                 (15)           (1)         (16)         (16)             -         (16)         (29) 
===============  ====  ===========  ============  ===========  ===========  ============  ===========  =========== 
Profit before 
 income 
 tax                           205            70          275          205           (7)          198          361 
Income tax 
 expense          4           (55)             4         (51)         (53)             9         (44)         (95) 
===============  ====  ===========  ============  ===========  ===========  ============  ===========  =========== 
Profit for the 
 period                        150            74          224          152             2          154          266 
 
 
  * Adjustments are detailed in note 3. 
 
Earnings per 
share 
attributable to 
the 
owners of the 
parent 
(pence) 
Basic             6         13.75p                     20.56p       13.93p                     14.19p       24.49p 
Diluted           6         13.66p                     20.42p       13.85p                     14.12p       24.29p 
===============  ====  ===========  ============  ===========  ===========  ============  ===========  =========== 
 

Consolidated statement of comprehensive income

For the six months ended 31 March 2020

 
                                                               Six months ended  Six months ended           Year ended 
                                                                  31 March 2020     31 March 2019    30 September 2019 
                                                                    (Unaudited)       (Unaudited)            (Audited) 
                                                                           GBPm              GBPm                 GBPm 
=============================================================  ================  ================  =================== 
Profit for the period                                                       224               154                  266 
Other comprehensive (expense)/income: 
Items that will not be reclassified to profit or loss 
Actuarial loss on post-employment benefit obligations                         -                 -                  (1) 
                                                                              -                 -                  (1) 
=============================================================  ================  ================  =================== 
Items that may be reclassified to profit or loss 
Exchange differences on translating foreign operations                     (22)              (10)                   42 
Exchange differences recycled through income statement on 
 sale of foreign operations                                                  43               (6)                  (4) 
                                                                             21              (16)                   38 
=============================================================  ================  ================  =================== 
 
Other comprehensive income/(expense) for the period, net of 
 tax                                                                         21              (16)                   37 
=============================================================  ================  ================  =================== 
 
Total comprehensive income for the period                                   245               138                  303 
=============================================================  ================  ================  =================== 
 
 

The notes on pages 23 to 43 form an integral part of this condensed consolidated half-yearly report.

Consolidated balance sheet

As at 31 March 2020

 
                                                                      31 March        31 March 
                                                                          2020            2019   30 September 2019 
                                                                   (Unaudited)     (Unaudited)           (Audited) 
                                                          Note            GBPm            GBPm                GBPm 
=======================================================  =====  ==============  ==============  ================== 
 Non-current assets 
 Goodwill                                                  7             2,059           2,002               2,098 
 Other intangible assets                                   7               216             238                 228 
 Property, plant and equipment                             7               198             131                 117 
 Other financial assets                                                      3               3                   4 
 Trade and other receivables                                                83              40                  73 
 Deferred income tax assets                                                 26              57                  31 
                                                                         2,585           2,471               2,551 
=======================================================  =====  ==============  ==============  ================== 
 Current assets 
 Trade and other receivables                                               329             402                 364 
 Current income tax asset                                                   15               4                   3 
 Cash and cash equivalents (excluding bank overdrafts)     10              912             351                 371 
 Assets classified as held for sale                        11                -               -                  63 
=======================================================  =====  ==============  ==============  ================== 
                                                                         1,256             757                 801 
=======================================================  =====  ==============  ==============  ================== 
 
 Total assets                                                            3,841           3,228               3,352 
=======================================================  =====  ==============  ==============  ================== 
 
 Current liabilities 
 Trade and other payables                                                (242)           (276)               (291) 
 Current income tax liabilities                                           (46)            (47)                (32) 
 Borrowings                                                              (149)             (5)               (122) 
 Provisions                                                                (9)            (15)                (11) 
 Deferred income                                                         (691)           (660)               (637) 
 Liabilities classified as held for sale                   11                -               -                (33) 
=======================================================  =====  ==============  ==============  ================== 
                                                                       (1,137)         (1,003)             (1,126) 
=======================================================  =====  ==============  ==============  ================== 
 
 Non-current liabilities 
 Borrowings                                                            (1,001)           (768)               (643) 
 Post-employment benefits                                                 (26)            (22)                (25) 
 Deferred income tax liabilities                                          (27)            (26)                (24) 
 Provisions                                                               (13)            (12)                (15) 
 Trade and other payables                                                  (6)             (7)                 (7) 
 Deferred income                                                           (7)             (7)                 (8) 
=======================================================  =====  ==============  ==============  ================== 
                                                                       (1,080)           (842)               (722) 
=======================================================  =====  ==============  ==============  ================== 
 
 Total liabilities                                                     (2,217)         (1,845)             (1,848) 
=======================================================  =====  ==============  ==============  ================== 
 Net assets                                                              1,624           1,383               1,504 
=======================================================  =====  ==============  ==============  ================== 
 
 Equity attributable to owners of the parent 
 Ordinary shares                                           9                12              12                  12 
 Share premium                                             9               548             548                 548 
 Other reserves                                                            205             130                 184 
 Retained earnings                                                         859             693                 760 
=======================================================  =====  ==============  ==============  ================== 
 Total equity                                                            1,624           1,383               1,504 
=======================================================  =====  ==============  ==============  ================== 
 

Consolidated statement of changes in equity

For the six months ended 31 March 2020

 
                                                                             Attributable to owners of 
                                                                                            the parent 
======================================  ========  ==================================================== 
                                        Ordinary     Share  Translation     Merger   Retained    Total 
                                          shares   premium      reserve   reserves   earnings   equity 
                                            GBPm      GBPm         GBPm       GBPm       GBPm     GBPm 
======================================  ========  ========  ===========  =========  =========  ======= 
At 1 October 2019 as originally 
 presented (Audited)                          12       548          123         61        760    1,504 
Adjustment on initial application 
 of IFRS 16 net of tax (see note 
 12)                                           -         -            -          -        (7)      (7) 
At 1 October 2019 (adjusted)                  12       548          123         61        753    1,497 
Profit for the period                          -         -            -          -        224      224 
Other comprehensive expenses 
Exchange differences on translating 
 foreign operations                            -         -         (22)          -          -     (22) 
Exchange differences recycled through 
 income statement on sale of foreign 
 operations (see note 11)                      -         -           43          -          -       43 
Total comprehensive income 
 for the period ended 31 March 
 2020 (Unaudited)                              -         -           21          -        224      245 
======================================  ========  ========  ===========  =========  =========  ======= 
Transactions with owners 
Employee share option scheme - 
 Value of employee services, net 
 of deferred tax                               -         -            -          -         10       10 
Share buyback programme                        -         -            -          -        (7)      (7) 
Dividends paid to owners of the 
 parent                                        -         -            -          -      (121)    (121) 
Total transactions with owners 
 for the period ended 31 March 
 2020 (Unaudited)                              -         -            -          -      (118)    (118) 
======================================  ========  ========  ===========  =========  =========  ======= 
At 31 March 2020 (Unaudited)                  12       548          144         61        859    1,624 
======================================  ========  ========  ===========  =========  =========  ======= 
 
 
 
                                                                        Attributable to owners of the 
                                                                                               parent 
======================================  ========  =================================================== 
                                        Ordinary     Share  Translation    Merger   Retained    Total 
                                          shares   premium      reserve   reserve   earnings   equity 
                                            GBPm      GBPm         GBPm      GBPm       GBPm     GBPm 
======================================  ========  ========  ===========  ========  =========  ======= 
At 1 October 2018 as originally 
 presented                                    12       548           85        61        621    1,327 
Adjustment on initial application 
 of IFRS 15 and 9 net of tax                   -         -            -         -         19       19 
At 1 October 2018 as adjusted                 12       548           85        61        640    1,346 
Profit for the period                          -         -            -         -        154      154 
Other comprehensive expenses 
Exchange differences on translating 
 foreign operations                            -         -         (10)         -          -     (10) 
Exchange differences recycled through 
 income statement on sale of foreign 
 operations                                    -         -          (6)         -          -      (6) 
Total comprehensive income 
 for the period ended 31 March 
 2019 (Unaudited)                              -         -         (16)         -        154      138 
======================================  ========  ========  ===========  ========  =========  ======= 
Transactions with owners 
Employee share option scheme - 
 Value of employee services, net 
 of deferred tax                               -         -            -         -         17       17 
Dividends paid to owners of the 
 parent                                        -         -            -         -      (118)    (118) 
======================================  ========  ========  ===========  ========  =========  ======= 
Total transactions with owners 
 for the period ended 31 March 
 2019 (Unaudited)                              -         -            -         -      (101)    (101) 
======================================  ========  ========  ===========  ========  =========  ======= 
At 31 March 2019 (Unaudited)                  12       548           69        61        693    1,383 
======================================  ========  ========  ===========  ========  =========  ======= 
 

Consolidated statement of cash flows

For the six months ended 31 March 2020

 
                                                                        Six months 
                                                                             ended 
                                                         Six months 
                                                              ended       31 March 
                                                                                       Year ended 
                                                           31 March                  30 September 
                                                               2020           2019           2019 
                                                        (Unaudited)    (Unaudited)      (Audited) 
                                               Notes           GBPm           GBPm           GBPm 
=============================================  =====  =============  =============  ============= 
Cash flows from operating activities 
Cash generated from continuing operations                       292            333            586 
Interest paid                                                  (14)           (15)           (26) 
Income tax paid                                                (39)           (41)           (88) 
Net cash generated from operating activities                    239            277            472 
=============================================  =====  =============  =============  ============= 
 
Cash flows from investing activities 
Acquisitions of subsidiaries, net of 
 cash acquired                                                    -              -           (41) 
Investment in non-current asset                                   -              -            (3) 
Disposal of subsidiaries, net of cash 
 disposed                                       11              222             67             70 
Proceeds on settlement of equity investment                       -             17             17 
Purchases of intangible assets                   7             (10)            (6)           (15) 
Purchases of property, plant and equipment       7             (11)           (17)           (27) 
Interest received                                                 2              3              6 
Net cash generated from investing activities                    203             64              7 
=============================================  =====  =============  =============  ============= 
 
Cash flows from financing activities 
Proceeds from issuance of treasury shares        9                -              -              3 
Proceeds from borrowings                                        302            118            414 
Repayments of borrowings                                       (45)          (261)          (594) 
Capital element of lease payments                              (14)              -              - 
Movements in cash held on behalf of 
 customers                                                        -           (51)           (78) 
Borrowing costs                                                 (1)            (1)            (1) 
Share buyback programme                          9              (7)              -              - 
Dividends paid to owners of the parent           5            (121)          (118)          (181) 
Net cash generated from/(used in) financing 
 activities                                                     114          (313)          (437) 
=============================================  =====  =============  =============  ============= 
 
Net increase in cash, cash equivalents 
 and bank overdrafts 
 (before exchange rate movement)                                556             28             42 
Effects of exchange rate movement               10             (16)            (4)              8 
Net increase in cash, cash equivalents 
 and bank overdrafts                                            540             24             50 
Cash, cash equivalents and bank overdrafts 
 at 1 October                                   10              372            322            322 
=============================================  =====  =============  =============  ============= 
Cash, cash equivalents and bank overdrafts 
 at period end                                  10              912            346            372 
=============================================  =====  =============  =============  ============= 
 

Notes to the financial information

For the six months ended 31 March 2020

1 Group accounting policies

General information

The Sage Group plc ("the Company") and its subsidiaries (together "the Group") is a leading global supplier of business management software to Small & Medium Businesses .

This condensed consolidated half-yearly financial report was approved for issue by the Board of Directors on 13 May 2020.

The financial information set out above does not constitute the Company's Statutory Accounts. Statutory Accounts for the year ended 30 September 2019 have been delivered to the Registrar of Companies. The auditor's report was unqualified and did not contain statements under section 498 (2), (3) or (4) of the Companies Act 2006.

Whilst the financial information included in this announcement has been computed in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union ("EU") and IFRSs as issued by the International Accounting Standards Board ("IASB"), this announcement does not in itself contain sufficient information to comply with IFRSs. The financial information has been prepared on the basis of the accounting policies and critical accounting estimates and judgements as set out in the Annual Report & Accounts for 2019 with the exception of the adoption of IFRS 16 "Leases", Amendments to IFRS 3 "Business Combinations: Definition of a Business" and additional critical accounting estimates and judgements relating to the impact of COVID-19, the impact of which has been detailed below.

This condensed consolidated half-yearly financial report has been reviewed, not audited.

The Company is a limited liability company incorporated and domiciled in the UK. The address of its registered office is North Park, Newcastle upon Tyne, NE13 9AA. The Company is listed on the London Stock Exchange.

Basis of preparation

The financial information for the six months ended 31 March 2020 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS 34, "Interim Financial Reporting" as adopted by the European Union ("EU") and as issued by the International Accounting Standards Board ("IASB"). The condensed consolidated half-yearly financial report should be read in conjunction with the annual financial statements for the year ended 30 September 2019, which have been prepared in accordance with IFRSs as adopted by the EU and IFRSs as issued by the IASB.

The potential impact of COVID-19 on the Group has been considered in the preparation of the interim financial statements including within our evaluation of critical accounting estimates and judgements which are detailed further below. The Directors have reviewed liquidity and covenant forecasts for the Group, which have been updated for the expected impact of COVID-19 on trading. The Directors have also considered sensitivities in respect of potential downside scenarios and the mitigating actions available in concluding that the Group is able to continue in operation for a period of at least twelve months from the date of approving the interim financial statements. Those sensitivities include a severe but plausible downside scenario for COVID-19 alongside several progressively challenging scenarios considered to be severe but remote, whereby the Group experiences:

-- a significant reduction in revenue over the next 6 months of up to 23% versus the same period in the prior year, the result of a material increase in churn combined with a significant fall in new customer acquisition, licence related cross sell and upsell revenue; and

-- a further period of depressed activity into the next financial year (FY 21) which reduces revenue by up to 22% versus prior year (FY 19).

In considering the suitability of these scenarios, the Directors have taken into account, among other things, performance in the last recession and the recent trading experience outlined on page 3.

Furthermore, all downside scenarios assume:

   --      investment reprioritisation only to the extent strategic initiatives are not compromised; 

-- implementation of mitigating actions to manage costs and cash in the near term which exclude staff reductions or government subsidies; and

   --      allocation of capital in line with our priorities outlined above. 

Throughout all the downside scenarios, the Group continues to have liquidity headroom on existing facilities and against the RCF and USPP note financial covenants during the period under assessment. The Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, the consolidated financial information has been prepared on a going concern basis.

Accounting policies

The accounting policies adopted are consistent with those of the annual financial statements for the year ended 30 September 2019 as described in those annual financial statements with the exception of the adoption of IFRS 16 "Leases" and Amendments to IFRS 3 "Business Combinations: Definition of a Business". The impact of these is explained below.

IFRS 16

As disclosed in our Annual Report 2019, the Group has adopted IFRS 16 using the modified retrospective approach to transition permitted by the standard. Under this approach, the cumulative impact of the change in accounting policy is recognised in equity on 1 October 2019 and the financial statements for the prior year are not restated. IFRS 16 replaces the previous standard on lease accounting, IAS 17.

Accounting policy under IFRS 16

The adoption of IFRS 16 has changed the accounting policy applied to most of the Group's significant arrangements in which it is a lessee. These relate mainly to property leases for office buildings. The Group also has some leases for vehicles and other equipment. Prior to 1 October 2019, the Group accounted for all such leases as operating leases under IAS 17, with rentals payable charged to the income statement on a straight-line basis as an operating expense presented within selling and administrative expenses. Where rent payments were prepaid or accrued, their balances were reported under prepayments and accruals respectively.

Under IFRS 16, the Group recognises lease assets and lease liabilities on the balance sheet for most of its leases to account for the right to use leased items and the obligation to make future lease payments. Lease liabilities are measured at the present value of future lease payments over the lease term. The lease term is determined as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if the option is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if the option is reasonably certain not to be exercised. Lease payments normally include fixed payments (including in substance fixed payments), a deduction for any lease incentives receivable and variable lease payments that depend on an index or a rate. In the event that a lease includes an exercise price for a purchase option that is reasonably certain to be exercised, or a termination penalty that is reasonably certain to be incurred, these too are included in lease payments as are any amounts expected to be paid under any residual value guarantees. Variable lease payments that do not depend on an index or a rate are not included in the lease liability, but are recognised as an expense when incurred.

Lease payments are discounted using the incremental borrowing rate applicable to the lease at the lease commencement date, as the rate implicit in the lease cannot normally be readily determined. Lease assets are recognised at the amount of the lease liability, adjusted where applicable for any lease payments made or lease incentives received before commencement of the lease, direct costs incurred at the commencement of the lease and estimated restoration costs to be incurred at the end of the lease. When IFRS 16 is applied for the first time, the standard permits certain departures from these policies as practical expedients. The practical expedients used by the Group on transition to IFRS 16 are explained below.

Right of use assets are presented within property, plant and equipment and depreciated on a straight-line basis over the shorter of their useful life and the lease term. Their carrying amounts are measured at cost less accumulated depreciation and impairment losses. Lease liabilities are presented within current and non-current borrowings. Over the lease term, the carrying amounts of lease liabilities are increased to reflect interest on the liability and reduced by the amount of lease payments made. A lease liability is remeasured if there is a modification, a change in the lease term or a change in lease payments. The costs of these leases are recognised in the income statement split between the depreciation of the lease asset and the interest charge on the lease liability. Depreciation is presented within selling and administrative expenses and interest charges within finance costs.

This policy applies mainly to the Group's leases for properties and vehicles. For short-term leases with a lease term of 12 months or less and leases of low value items, the Group has elected to apply the exemptions available under the standard. The leases to which these exemptions apply are accounted for in the same way as operating leases under IAS 17, as explained above, with no lease assets or liabilities recognised. The low value exemption has been applied to most of the Group's leases of IT and other office equipment.

Accounting for the transition to IFRS 16

On transition to IFRS 16, the Group has measured its lease liabilities at the present value of the remaining lease payments, discounted using the incremental borrowing rate (IBR) applicable to each lease at 1 October 2019. The standard permits a choice on initial adoption of measuring lease assets either as if IFRS 16 had been applied since lease commencement but discounted using the IBR at 1 October 2019, or at an amount equal to the lease liability adjusted for accrued or prepaid lease payments. The assets for the Group's property leases have been measured as if IFRS 16 had always been in place. Assets for other leases, mainly vehicles, have been measured at an amount equal to the lease liability.

The Group has made use of the following practical expedients available when the modified retrospective approach is applied to accounting for the transition to IFRS 16:

-- For vehicle leases, the Group has applied a single discount rate to a portfolio of those leases with

reasonably similar characteristics;

-- For all leases, the Group has excluded from the measurement of the right of use asset initial direct costs incurred when obtaining the lease; and

-- The Group has relied on its existing onerous lease assessments under IAS 37 to impair right of use assets instead of performing a new impairment assessment for those assets.

The Group reassessed its lease portfolio against the new IFRS 16 definition of a lease. This resulted in a small number of contracts for property-related arrangements such as car parking not qualifying as leases because the landlord has substantive substitution rights.

Key judgements made in calculating the transition impact include determining the lease term for property leases with extension or termination options. An extension period or a period beyond a termination option are included in the lease term only if the lease is reasonably certain to be extended or not terminated. This is assessed taking account mainly of the time remaining before the option is exercisable; any economic disadvantages or benefits to exercise such as penalties or low rent payments; and operational plans for the location. In most cases, this results in lease terms being assumed to end at the next break date until an operational decision to extend or terminate, unless termination would incur penalties.

The main estimate made on transition is in determining the incremental borrowing rates used as discount rates for property leases. The incremental borrowing rate is the rate of interest that the local Sage business holding the lease would have to pay in order to borrow funds to obtain an asset of a similar value to the right-of-use asset in a similar economic environment, over a similar term and with a similar security. The incremental borrowing rate applied to each lease was determined based on the risk-free rate for the country in which the local business is located adjusted to reflect the credit risk associated with that business and the lease term remaining at 1 October 2019.

Quantification of the impact of transition

Quantification of the impact of transition to IFRS 16 and explanations of the adjustments are set out in note 12.

Amendments to IFRS 3

The Group has early adopted these amendments for business combinations and asset acquisitions occurring on or after 1 October 2019, as permitted by the transitional provisions for the amendments. The amendments would otherwise have become mandatory for the Group's business combinations and asset acquisitions occurring on or after 1 October 2020. The amendments clarify the definition of a business under IFRS 3 to help companies to determine whether an acquisition is of a business or a group of assets. The acquisition of a business is accounted for as a business combination whereas the acquisition of a group of assets is accounted for by allocating the cost of the transaction to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Goodwill is recognised only when acquiring a business.

The amendments also introduce an optional "concentration test" that permits a simplified assessment of whether an acquired set of activities and assets is not a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the concentration test is met, and the acquisition is not of a business.

The Group has applied the concentration test to the acquisition of Cake HR Limited on 28 November 2019. The transaction met the test and as a result has been accounted for as an acquisition of a group of assets and primarily of an intangible technology asset. This treatment has not resulted in any material difference to the Group's financial statements compared to accounting for the transaction as a business combination.

Adoption of new and revised IFRSs

There are no new accounting standards which are currently issued but not yet effective which the management expects would have a material impact on the Group.

Critical accounting estimates and judgements

The preparation of financial statements requires the use of accounting estimates and assumptions by management. It also requires management to exercise its judgement in the process of applying the accounting policies. We continually evaluate our estimates, assumptions and judgements based on available information. The areas involving a higher degree of judgement or complexity are described below.

Revenue recognition

Approximately 35% of the Company's revenue is generated from sales to partners rather than end users. The key judgement is determining whether the business partner is a customer of the Group. The key criteria in this determination is whether the business partner has taken control of the product. Considering the nature of Sage's subscription products and support services, this is usually assessed based on whether the business partner has responsibility for payment, has discretion to set prices, and takes on the risks and rewards of the product from Sage.

Where the business partner is a customer of Sage, discounts are recognised as a deduction from revenue.

Where the business partner is not a customer of Sage and their part in the sale has simply been in the form of a referral, they are remunerated in the form of a commission payment. These payments are treated as contract acquisition costs.

An additional area of judgement is the recognition and deferral of revenue on on-premise subscription offerings, for example the sale of a term licence with an annual maintenance and support contract as part of a subscription contract. In such instances, the transaction price is allocated between the constituent performance obligations on the basis of standalone selling prices (SSPs). Judgement is required when estimating SSPs. The Group has established a hierarchy to identify the SSPs that are used to allocate the transaction price of a customer contract to the performance obligations in the contract. Where SSPs for on-premise offerings are observable and consistent across the customer base, SSP estimates are derived from pricing history. Where there are no directly observable estimates available, comparable products are utilised as a basis of assessment or the residual approach is used. Under the residual approach, the SSP for the offering is estimated to be the total transaction price less the sum of the observable SSPs of other goods or services in the contract. The Group uses this technique in particular for estimating the term licence SSP sold as part of its on-premise subscription offerings as Sage has previously not sold term licences on a stand-alone basis (i.e., the selling price is uncertain).

Goodwill impairment

A key judgement is the ongoing appropriateness of the cash-generating units ("CGUs") for the purpose of impairment testing.

The assumptions applied in calculating the value in use of the CGUs being tested for impairment is a source of estimation uncertainty. The key assumptions applied in the calculation relate to the future performance expectations of the business - average medium-term revenue growth and long-term growth rate - as well as the discount rate to be applied in the calculation.

Following challenging current trading and economic conditions in Asia, management has reassessed the expected future business performance relating to the Asia group of CGUs. The revised projected cash flows are lower and this has led to an impairment charge of GBP19m, which is the total value of goodwill in Asia.

Due to the ongoing COVID-19 pandemic as noted on page 3 we have compared our sensitivity analysis used in the annual impairment review as disclosed in the 30 September 2019 financial statements against our current and forecasted trading performance. With the exception of Asia, as discussed above, there is no significant CGU or group of CGUs, including the Intacct CGU, where management have concluded that the carrying value of the CGU or group of CGUs exceeds its recoverable amount. The carrying value of goodwill and the key assumptions used in performing the annual impairment assessment are disclosed in the 30 September 2019 financial statements.

Trade receivables

Due to COVID-19 the timing and level of impact of business failures is uncertain. Therefore, the expected credit loss allowance against trade receivables is a source of estimation uncertainty. Current and expected collection of trade receivables since the start of the COVID-19 pandemic has been modelled on a region-specific basis, taking into account macroeconomic factors, such as revised GDP outlooks and government support available and other regional specific microeconomic factors. Compared to historical collection rates management have provided an additional GBP13m expected credit loss provision representing an additional 10% loss rate above historical rates.

Website

This condensed consolidated half-yearly financial report for the six months ended 31 March 2020 can also be found on our website: www.sage.com/investors/investor-downloads

2 Segment information

In accordance with IFRS 8, "Operating Segments", information for the Group's operating segments has been derived using the information used by the chief operating decision maker. The Group's Executive Committee has been identified as the chief operating decision maker in accordance with their designated responsibility for the allocation of resources to operating segments and assessing their performance, through the Quarterly Business Reviews chaired by the President and Chief Financial Officer. The Executive Committee uses organic and underlying data to monitor business performance. Operating segments are reported in a manner which is consistent with the operating segments produced for internal management reporting.

The Group is organised into nine key operating segments: North America (excluding Intacct) (US and Canada), North America Intacct, Northern Europe (UK and Ireland), Central Europe (Germany, Austria and Switzerland), France, Iberia (Spain and Portugal), Africa and the Middle East, Asia (including Australia) and Latin America. For reporting under IFRS 8, the Group is divided into three reportable segments. These segments are as follows:

   --      North America (North America (excluding Intacct) and North America Intacct) 
   --      Northern Europe 
   --      Central and Southern Europe (Central Europe, France and Iberia) 

The remaining operating segments of Africa and the Middle East, Asia (including Australia) and Latin America do not meet the quantitative thresholds for presentation as separate reportable segments under IFRS 8, and so are presented together and described as International. They include the Group's operations in South Africa, UAE, Australia, Singapore, Malaysia and Brazil.

The reportable segments reflect the aggregation of the operating segments for Central Europe, France and Iberia, and also of those for North America (excluding Intacct) and North America Intacct. In each case, the aggregated operating segments are considered to share similar economic characteristics because they have similar long-term gross margins and operate in similar markets. Central Europe, France and Iberia operate principally within the EU and the majority of their businesses are in countries within the Euro area. North America (excluding Intacct) and North America Intacct share the same North American geographical market and therefore share the same economic characteristics. The UK is the home country of the parent.

The revenue analysis in the table below is based on the location of the customer, which is not materially different from the location where the order is received and where the assets are located. With effect from 1 October 2019, the Group reports revenue under two revenue categories as noted below:

 
 Category            Examples 
 Recurring revenue   Subscription contracts 
                      Maintenance and support contracts 
                    =================================== 
 Other revenue       Perpetual software licences 
                      Upgrades to perpetual licences 
                      Professional services 
                      Training 
                      Hardware and stationery 
                      Payment processing services 
                      Payroll processing services 
                    ----------------------------------- 
 

Prior to this the Group reported three revenue categories: Recurring revenue, Software and software-related services and Processing revenue. The aggregation of Software and software-related services and Processing revenue into the Other revenue category reflects the focus on recurring revenue and the divestment of certain processing businesses. There is no change to the revenue recognition policy in the period as disclosed in the annual financial statements for the year ended 30 September 2019.

Revenue by segment (Unaudited)

 
                                            Six months ended 31 March 2020 
                                     Statutory        Organic                   Change       Change    Change 
                                and Underlying   adjustments*      Organic   Statutory   Underlying   Organic 
                                          GBPm           GBPm         GBPm           %            %         % 
=====================    =====================  =============  ===========  ==========  ===========  ======== 
Recurring revenue by segment 
North America                              311              -          311       11.8%        10.9%     11.9% 
Northern Europe                            187              -          187       14.4%        14.5%     13.3% 
Central and Southern 
 Europe                                    250              -          250        4.1%         6.1%      6.1% 
International                              100           (22)           78        1.2%         7.8%     10.9% 
=======================  =====================  =============  ===========  ==========  ===========  ======== 
Recurring revenue                          848           (22)          826        8.6%         9.9%     10.3% 
=======================  =====================  =============  ===========  ==========  ===========  ======== 
Other revenue by segment 
North America                               32              -           32     (35.7%)      (36.2%)   (11.1%) 
Northern Europe                             28           (17)           11     (17.0%)      (16.8%)   (23.1%) 
Central and Southern 
 Europe                                     47              -           47     (25.4%)      (24.0%)   (24.0%) 
International                               20            (1)           19     (33.7%)      (30.6%)   (18.7%) 
=======================  =====================  =============  ===========  ==========  ===========  ======== 
Other revenue                              127           (18)          109     (28.0%)      (27.1%)   (19.6%) 
=======================  =====================  =============  ===========  ==========  ===========  ======== 
Total revenue by segment 
North America                              343              -          343        4.6%         3.9%      9.3% 
Northern Europe                            215           (17)          198        8.9%         9.1%     10.3% 
Central and Southern 
 Europe                                    297              -          297      (2.0%)       (0.1%)    (0.1%) 
International                              120           (23)           97      (6.8%)       (1.1%)      3.4% 
=======================  =====================  =============  ===========  ==========  ===========  ======== 
Total revenue                              975           (40)          935        1.9%         3.1%      5.7% 
=======================  =====================  =============  ===========  ==========  ===========  ======== 
 
 

* Adjustments relate to the disposal of Sage Pay and Brazil (note 11).

Revenue by segment (Unaudited)

 
                                                                Six months ended 31 March 2019 
                                  Statutory       Impact 
                             and Underlying   of foreign                      Organic 
                                as reported     exchange    Underlying   adjustments*  Organic 
                                       GBPm         GBPm          GBPm           GBPm     GBPm 
=====================    ==================  ===========  ============  =============  ======= 
 
Recurring revenue by segment 
North America                           278            2           280            (2)      278 
Northern Europe                         163            -           163              2      165 
Central and Southern 
 Europe                                 241          (5)           236              -      236 
International                            99          (6)            93           (23)       70 
=======================  ==================  ===========  ============  =============  ======= 
Recurring revenue                       781          (9)           772           (23)      749 
=======================  ==================  ===========  ============  =============  ======= 
Other revenue by segment** 
North America                            49            1            50           (14)       36 
Northern Europe                          34            -            34           (20)       14 
Central and Southern 
 Europe                                  63          (1)            62              -       62 
International                            30          (2)            28            (4)       24 
=======================  ==================  ===========  ============  =============  ======= 
Other revenue                           176          (2)           174           (38)      136 
=======================  ==================  ===========  ============  =============  ======= 
Total revenue by segment 
North America                           327            3           330           (16)      314 
Northern Europe                         197            -           197           (18)      179 
Central and Southern 
 Europe                                 304          (6)           298              -      298 
International                           129          (8)           121           (27)       94 
=======================  ==================  ===========  ============  =============  ======= 
Total revenue                           957         (11)           946           (61)      885 
=======================  ==================  ===========  ============  =============  ======= 
 
 

* Adjustments relate to the disposal of Sage Pay and Brazil in the current period (note 11) and acquisition of Ocrex Limited and disposal of Sage Payroll Solutions in the prior year.

** Previously reported as Software and software-related services and Processing revenue categories.

Operating profit by segment (Unaudited)

 
                                                            Six months ended 31 March 
                                                                                 2020 
=====================    ===========  ============  =================================  ==========  =========== 
                                        Underlying                   Organic               Change       Change 
                           Statutory   adjustments  Underlying   adjustments  Organic   Statutory   Underlying 
                                GBPm          GBPm        GBPm          GBPm     GBPm           %            % 
=====================    ===========  ============  ==========  ============  =======  ==========  =========== 
Operating profit 
 by segment 
North America                     56            13          69             -       69     (31.3%)       (5.8%) 
Northern Europe                  236         (162)          74           (4)       70      275.7%        12.0% 
Central and Southern 
 Europe                           54             6          60             -       60     (12.3%)       (9.5%) 
International                   (57)            72          15           (1)       14  (1,612.5%)        46.1% 
=======================  ===========  ============  ==========  ============  =======  ==========  =========== 
Total operating 
 profit                          289          (71)         218           (5)      213       37.9%         0.9% 
=======================  ===========  ============  ==========  ============  =======  ==========  =========== 
 
 
                                                              Six months ended 31 March 
                                                                                   2019 
=====================    ===========  ============  ===================================  ============  ======= 
                                                                  Impact of 
                           Statutory    Underlying    Underlying    foreign                   Organic 
                                GBPm   adjustments   as reported   exchange  Underlying   adjustments  Organic 
                                              GBPm          GBPm       GBPm        GBPm          GBPm     GBPm 
=====================    ===========  ============  ============  =========  ==========  ============  ======= 
Operating profit 
 by segment 
North America                     81           (9)            72          1          73             -       73 
Northern Europe                   63             4            67          -          67           (9)       58 
Central and Southern 
 Europe                           62             6            68        (1)          67             -       67 
International                      4             7            11        (2)           9             -        9 
=======================  ===========  ============  ============  =========  ==========  ============  ======= 
Total operating 
 profit                          210             8           218        (2)         216           (9)      207 
=======================  ===========  ============  ============  =========  ==========  ============  ======= 
 

Reconciliation of underlying operating profit to statutory operating profit

 
                                                                   Six months ended   Six months ended 
                                                                      31 March 2020      31 March 2019 
                                                                        (Unaudited)        (Unaudited) 
                                                                               GBPm               GBPm 
====================================================  ====  ====  =================  ================= 
 
 North America                                                                   69                 73 
 Northern Europe                                                                 74                 67 
 Central and Southern Europe                                                     60                 67 
 Total reportable segments                                                      203                207 
 International                                                                   15                  9 
================================================================  =================  ================= 
 Underlying operating profit                                                    218                216 
 Impact of movement in foreign currency exchange rates                            -                  2 
==========================================================  ====  =================  ================= 
 Underlying operating profit (as reported)                                      218                218 
 Amortisation of acquired intangible assets                                    (15)               (15) 
 Other M&A activity-related items                                               (6)                (6) 
 Non-recurring items                                                             92                 13 
================================================================  =================  ================= 
 Statutory operating profit                                                     289                210 
================================================================  =================  ================= 
 

3 Adjustments between underlying profit and statutory profit (Unaudited)

 
                                   Six months  Six months  Six months  Six months  Six months  Six months 
                                        ended       ended       ended       ended       ended       ended 
                                     31 March    31 March    31 March    31 March    31 March    31 March 
                                         2020        2020        2020        2019        2019        2019 
                                                     Non-                                Non- 
                                    Recurring   recurring       Total   Recurring   recurring       Total 
                                         GBPm        GBPm        GBPm        GBPm        GBPm        GBPm 
=================================  ==========  ==========  ==========  ==========  ==========  ========== 
M&A activity-related 
 items 
Amortisation of acquired 
 intangibles                             (15)           -        (15)        (15)           -        (15) 
Gain on disposal of subsidiaries            -         141         141           -          27          27 
Other M&A activity-related 
 items                                    (6)           -         (6)         (6)           -         (6) 
Other items 
Impairment of goodwill                      -        (19)        (19)           -           -           - 
Property restructuring 
 costs                                      -         (6)         (6)           -        (14)        (14) 
Office relocation                           -        (24)        (24)           -           -           - 
Total adjustments made 
 to operating profit                     (21)          92          71        (21)          13         (8) 
Fair value adjustment                     (1)           -         (1)           -           -           - 
Foreign currency movements 
 on intercompany balances                   -           -           -           1           -           1 
Total adjustments made 
 to profit before income 
 tax                                     (22)          92          70        (20)          13         (7) 
=================================  ==========  ==========  ==========  ==========  ==========  ========== 
 

Recurring items

Acquired intangibles are assets which have previously been recognised as part of business combinations or similar transactions. These assets are predominantly brands, customer relationships and technology rights.

Other M&A activity-related items comprise the cost of carrying out M&A activities including business combinations as well as acquisition-related remuneration and directly attributable integration costs arising on business combinations.

The fair value adjustment comprises a charge of GBP1m (H1 FY19: charge of GBPnil) in relation to an embedded derivative asset which relates to contractual terms agreed as part of the US private placement debt.

Foreign currency movements on intercompany balances of GBPnil (H1 FY19: GBP1m) occurs due to retranslation of intercompany balances other than those where settlement is not planned or likely in the foreseeable future.

Non-recurring items

Details of the gain/(loss) on disposal of subsidiaries can be found in note 11.

Following challenging current trading and economic conditions in Asia, an impairment of the goodwill relating to the Asia group of CGUs has been recognised. See note 7 for further details.

Property restructuring costs relate to the reorganisation of the Group's properties and consist of net lease exit costs following consolidation of office space and impairment of leasehold and other related assets that are no longer in use. This is one programme that has bridged two financial years therefore the Group has continued to present these costs as non-recurring. The Group is anticipating incurring additional costs in connection with the reorganisation programme of the Group's property portfolio.

Office relocation costs relate to the incremental depreciation charge resulting from accelerated depreciation following the announced UK office move.

Cash paid in relation to recurring and non-recurring items in the year of GBP6m relates to M&A activity-related items and property restructuring costs.

4 Income tax expense

The effective tax rate on statutory profit before tax was 19% (six months ended 31 March 2019: 22%) whilst the effective tax rate on underlying profit before tax for continuing operations was 27% (six months ended 31 March 2019: 26%). The effective income tax rate represents the best estimate of the average annual effective income tax rate expected for the full year, applied to the profit before income tax for the six months ended 31 March 2020.

The difference between the underlying and statutory rate in H1 20 primarily reflects non-taxable disposals of subsidiaries (Sage Pay and the Brazilian business), offset by a non-tax-deductible charge relating to the impairment of goodwill in respect of the Asia business and the accelerated depreciation relating to North Park.

EU State Aid

The Group continues to monitor developments following the EU Commission's decision published on 25 April 2019 in respect of its State Aid investigation into the UK's Controlled Foreign Company regime. In the FY19 Annual Report the Group disclosed that we had calculated our maximum potential liability, excluding interest, to be approximately GBP35m. Based on current advice, we consider that no provision is required at this time. The assessment of uncertain tax positions is subjective and significant management judgement is required. This judgement is based on current interpretation of legislation, management experience and professional advice.

5 Dividends

 
                                               Six months     Six months 
                                                    ended          ended            Year 
                                                 31 March       31 March           ended 
                                                     2020           2019    30 September 
                                                                                    2019 
                                              (Unaudited)    (Unaudited)       (Audited) 
                                                     GBPm           GBPm            GBPm 
==========================================  =============  =============  ============== 
Final dividend paid for the year ended 30 
 September 2018 of 10.85p per share                     -            118             118 
 
Interim dividend paid for the year ended 
 30 September 2019 of 5.79p per share                   -              -              63 
 
Final dividend paid for the year ended 30 
 September 2019 of 11.12p per share                   121              -               - 
==========================================  =============  =============  ============== 
                                                      121            118             181 
==========================================  =============  =============  ============== 
 

The interim dividend of 5.93p per share will be paid on 12 June 2020 to shareholders on the register at the close of business on 22 May 2020.

6 Earnings per share

Basic earnings per share is calculated by dividing the profit for the period attributable to owners of the parent by the weighted average number of ordinary shares in issue during the period, excluding those held as treasury shares, which are treated as cancelled.

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Group has dilutive potential ordinary shares consisting of share options granted to employees, where the exercise price is less than the average market price of the Company's ordinary shares during the period.

 
                                                Underlying 
                            Underlying     as reported Six          Underlying           Statutory           Statutory 
                      Six months ended        months ended    Six months ended    Six months ended    Six months ended 
                              31 March            31 March            31 March            31 March            31 March 
                                  2020                2019                2019                2020                2019 
                           (Unaudited)         (Unaudited)         (Unaudited)         (Unaudited)         (Unaudited) 
==================  ==================  ==================  ==================  ==================  ================== 
 Earnings 
 attributable to 
 owners of the 
 parent 
 Profit for the 
  period                           150                 152                 150                 224                 154 
==================  ==================  ==================  ==================  ==================  ================== 
 
 Number of shares 
 (millions) 
 Weighted average 
  number of shares               1,090               1,086               1,086               1,090               1,086 
 Dilutive effects 
  of shares                          8                   5                   5                   8                   5 
==================  ==================  ==================  ==================  ==================  ================== 
                                 1,098               1,091               1,091               1,098               1,091 
==================  ==================  ==================  ==================  ==================  ================== 
 Earnings per 
 share 
 attributable to 
 owners of the 
 parent (pence) 
 Basic earnings 
  per share                      13.75               13.93               13.78               20.56               14.19 
==================  ==================  ==================  ==================  ==================  ================== 
 Diluted earnings 
  per share                      13.66               13.85               13.71               20.42               14.12 
==================  ==================  ==================  ==================  ==================  ================== 
 
 
                                                                                    Six months ended  Six months ended 
                                                                                            31 March          31 March 
                                                                                                2020              2019 
                                                                                         (Unaudited)       (Unaudited) 
Reconciliation of earnings                                                                      GBPm              GBPm 
==================================================================================  ================  ================ 
Underlying earnings attributable to owners of the parent                                         150               150 
Impact of movement in foreign currency exchange rates                                              -                 2 
==================================================================================  ================  ================ 
Underlying earnings attributable to owners of the parent (as reported)                           150               152 
                                                                                    ----------------  ---------------- 
Office relocation                                                                               (24)                 - 
Property restructuring costs                                                                     (6)              (14) 
Impairment of goodwill                                                                          (19)                 - 
Amortisation of acquired intangible assets and adjustment to acquired deferred 
 income                                                                                         (15)              (15) 
Fair value adjustments to debt-related financial instruments                                     (1)                 - 
Foreign currency movements on intercompany balances                                                -                 1 
Other M&A related items                                                                          (6)               (6) 
Gain on disposal of subsidiaries                                                                 141                27 
Taxation on adjustments                                                                            4                 9 
Net adjustments                                                                                   74                 2 
==================================================================================  ================  ================ 
Earnings statutory profit for period                                                             224               154 
==================================================================================  ================  ================ 
 

7 Non-current assets

 
                                                                         Other 
                                                                    intangible   Property, plant 
                                                       Goodwill         assets     and equipment          Total 
                                                    (Unaudited)    (Unaudited)       (Unaudited)    (Unaudited) 
                                                           GBPm           GBPm              GBPm           GBPm 
================================================  =============  =============  ================  ============= 
 Opening net book amount at 1 October 2019                2,098            228               117          2,443 
 Impact of adoption of IFRS 16                                -              -               113            113 
 Additions                                                    -             11                26             37 
 Impairment                                                (19)              -                 -           (19) 
 Depreciation, amortisation and other movements               -           (21)              (53)           (74) 
 Exchange movement                                         (20)            (2)               (5)           (27) 
 Closing net book amount at 31 March 2020                 2,059            216               198          2,473 
================================================  =============  =============  ================  ============= 
 
 
                                                                         Other 
                                                                    intangible   Property, plant 
                                                       Goodwill         assets     and equipment          Total 
                                                    (Unaudited)    (Unaudited)       (Unaudited)    (Unaudited) 
                                                           GBPm           GBPm              GBPm           GBPm 
================================================  =============  =============  ================  ============= 
 Opening net book amount at 1 October 2018                2,008            260               129          2,397 
 Additions                                                    -              6                17             23 
 Disposal of subsidiary                                       4            (5)                 -            (1) 
 Depreciation, amortisation and other movements               -           (22)              (14)           (36) 
 Exchange movement                                         (10)            (1)               (1)           (12) 
 Closing net book amount at 31 March 2019                 2,002            238               131          2,371 
================================================  =============  =============  ================  ============= 
 

Goodwill is not subject to amortisation, but is tested for impairment annually and whenever there is any indication of impairment. At 31 March 2020, with the exception of the Asia CGU, there were no indicators of impairment to goodwill. Details of the 2019 goodwill impairment review are provided in the 2019 consolidated financial statements.

Asia CGU Impairment

As presented in the 2019 consolidated financial statements, a reasonable possible change was identified that would reduce the recoverable value of the Asia CGU down to its carrying value. Following challenging current trading and economic conditions, management has reassessed the expected future business performance. The revised projected cash flows are lower and this has led to an impairment charge of GBP19m, which is the total value of goodwill in Asia.

8 Financial instruments

For financial assets and liabilities, the carrying amount approximates the fair value of the instruments, with the exception of US senior loan notes due to these bearing interest at fixed rates. The fair value of borrowings is determined by reference to interest rate movements on the US $ private placement market and therefore can be considered as a level 2 fair value as defined within IFRS 13 with the respective book and fair values included in the table below.

 
                                At 31 March 2020          At 31 March 2019 
                        ========================  ======================== 
                         Book Value   Fair Value   Book Value   Fair Value 
                               GBPm         GBPm         GBPm         GBPm 
======================  ===========  ===========  ===========  =========== 
 Long term-borrowing            898          904          768          771 
 Short term-borrowing           121          121            5            5 
======================  ===========  ===========  ===========  =========== 
 

9 Ordinary shares and share premium

 
                                                      Ordinary 
                               Number of                Shares          Share premium               Total 
                                  shares           (Unaudited)            (Unaudited)         (Unaudited) 
                             (Unaudited)                  GBPm                   GBPm                GBPm 
========================  ==============  ====================  =====================  ================== 
 At 1 October 2019         1,120,789,295                    12                    548                 560 
 Shares issued/proceeds                -                     -                      -                   - 
========================  ==============  ====================  =====================  ================== 
 At 31 March 2020          1,120,789,295                    12                    548                 560 
========================  ==============  ====================  =====================  ================== 
 
                               Number of              Ordinary                  Share 
                                  Shares    Shares (Unaudited)    Premium (Unaudited)   Total (Unaudited) 
                             (Unaudited)                  GBPm                   GBPm                GBPm 
========================  ==============  ====================  =====================  ================== 
 At 1 October 2018         1,120,789,295                    12                    548                 560 
 Shares issued/proceeds                -                     -                      -                   - 
========================  ==============  ====================  =====================  ================== 
 At 31 March 2019          1,120,789,295                    12                    548                 560 
========================  ==============  ====================  =====================  ================== 
 

In the current period, the Group transferred 2,567,873 (H1 FY19: 1,061,802) treasury shares to employees in order to satisfy vested awards and acquired 1,101,918 (H1 FY19: nil) treasury shares as part of the share buyback programme as announced on the 11 and 18 March 2020.

10 Cash flow and net debt

 
                                                                                   Six months ended   Six months ended 
                                                                                           31 March           31 March 
                                                                                               2020               2019 
                                                                                        (Unaudited)        (Unaudited) 
                                                                                               GBPm               GBPm 
================================================================================  =================  ================= 
 Statutory operating profit                                                                     289                210 
 Recurring and non-recurring items                                                             (71)                  8 
================================================================================  =================  ================= 
 Underlying operating profit (as reported)                                                      218                218 
 Depreciation/amortisation/impairment/profit on disposal of non-current 
  assets/non-cash items                                                                          29                 16 
 Share-based payments                                                                             9                 13 
 Net changes in working capital                                                                  36                106 
 Net capital expenditure                                                                       (16)               (23) 
================================================================================  =================  ================= 
 Underlying cash flow from operating activities                                                 276                330 
 Net interest paid                                                                             (12)               (12) 
 Income tax paid                                                                               (39)               (41) 
 Non-recurring items                                                                            (2)               (20) 
 Exchange movement                                                                                4                  - 
================================================================================  =================  ================= 
 Free cash flow                                                                                 227                257 
 Net debt at 1 October*                                                                       (529)              (668) 
 Acquisitions and disposals of subsidiaries or similar transactions, net of cash 
  disposed                                                                                      217                 67 
 Acquisitions and disposals related items                                                       (4)                  - 
 Proceeds on settlement of equity investment                                                      -                 17 
 Dividends paid to owners of the parent                                                       (121)              (118) 
 New leases                                                                                    (16)                  - 
 Share buyback programme                                                                        (7)                  - 
 Exchange movement                                                                              (7)                (3) 
 Other                                                                                            2                  - 
 Net debt at 31 March                                                                         (238)              (448) 
================================================================================  =================  ================= 
 

*adjusted as at 1 October 2019 on adoption of IFRS16.

 
                                                              Six months ended   Six months ended 
                                                                      31 March           31 March 
                                                                          2020               2019 
                                                                          GBPm               GBPm 
===========================================================  =================  ================= 
 Underlying cash flow from operating activities                            276                330 
 Net capital expenditure                                                    16                 23 
 Recurring and non-recurring cash items                                    (6)               (21) 
 Other adjustments including foreign exchange translations                   6                  1 
 Statutory cash flow from operating activities                             292                333 
 
 
 
                                                                                                                                                                                                                      At 
                                                                                              At                                                                                                           31 March 2020 
                                                          1 October as originally presented 2019  Impact of adoption of IFRS16  Cash flow  Disposal of subsidiary  Non-cash movement  Exchange movement      (Unaudited) 
 Analysis of change in net debt (inclusive of leases)                                       GBPm                          GBPm       GBPm                    GBPm               GBPm               GBPm             GBPm 
======================================================  ========================================  ============================  =========  ======================  =================  =================  =============== 
Cash and cash equivalents                                                                    371                             -        569                    (12)                  -               (16)              912 
Cash amounts included in held for sale                                                         1                             -          -                     (1)                  -                  -                - 
======================================================  ========================================  ============================  =========  ======================  =================  =================  =============== 
Cash, cash equivalents and bank overdrafts                                                   372                             -        569                    (13)                  -               (16)              912 
Liabilities arising from financing activities 
Loans due within than one year                                                             (122)                             -          -                       -                  -                  1          ( 121 ) 
Loans due after more than one year                                                         (643)                             -      (257)                       -                  -                  2          ( 898 ) 
Lease liabilities due within one year                                                          -                          (29)          4                       -                (3)                  -           ( 28 ) 
Lease liabilities after more than one year                                                     -                         (106)         10                       -               (13)                  6            (103) 
Lease liabilities included in held for sale                                                    -                           (1)          -                       1                  -                  -                - 
                                                                                           (765)                         (136)      (243)                       1               (16)                  9          (1,150) 
======================================================  ========================================  ============================  =========  ======================  =================  =================  =============== 
 
Total                                                                                      (393)                         (136)        326                    (12)               (16)                (7)            (238) 
======================================================  ========================================  ============================  =========  ======================  =================  =================  =============== 
 

The Group continues to borrow from multiple lending sources and currently deems this to be the most effective means of raising finance at competitive rates and terms. The Group's debt is sourced from a syndicated multi-currency Revolving Credit Facility ("RCF"), a syndicated Term Loan and US private placements ("USPP"). The Term Loan of GBP200m was put in place in September 2019 and expires in September 2021. The Group's RCF expires in February 2025 with facility levels of GBP715m (US$719m and GBP135m tranches). At 31 March 2020, GBP302m (H1 2019: GBP274m) of the multi-currency revolving debt facility was drawn and the Term Loan was fully drawn.

Total USPP loan notes at 31 March 2020 were GBP519m (US$550m and EUREUR85m) (H1 2019: GBP497m, US$550m and EUREUR85m).

11 Acquisitions and disposals

Discontinued operations and assets and liabilities held for sale

The Group had no discontinued operations during the six-month period ended 31 March 2020 or 31 March 2019 and had no assets or liabilities held for sale at 31 March 2020 or 31 March 2019. Assets and liabilities held for sale at 30 September 2019 relate to the subsidiaries forming the Group's Sage Pay and Brazilian businesses which were sold during the six-month period ended 31 March 2020 as explained below.

Disposals made during the period

On 11 March 2020, the Group completed the sale of Sage Pay, the Group's European payments processing business, for total consideration of GBP241m. On 31 March 2020, the Group completed the sale of its Brazilian business for total consideration of GBP1m. The gains and losses on disposal are calculated as follows:

 
                                                                                Sage Pay         Brazil          Total 
                                                                                    2020           2020           2020 
                                                                             (Unaudited)    (Unaudited)    (Unaudited) 
 Gain/(loss) on disposal                                                            GBPm           GBPm           GBPm 
=========================================================================  =============  =============  ============= 
 Cash consideration                                                                  241              1            242 
 Gross consideration                                                                 241              1            242 
 Transaction costs                                                                   (9)            (2)           (11) 
=========================================================================  =============  =============  ============= 
 Net consideration                                                                   232            (1)            231 
 Net assets disposed                                                                (40)            (7)           (47) 
 Cumulative foreign exchange differences reclassified from other 
  comprehensive income to the 
  income statement                                                                     1           (44)           (43) 
 Gain/(loss) on disposal                                                             193           (52)            141 
=========================================================================  =============  =============  ============= 
 

Net assets disposed comprise:

 
                                       Sage Pay         Brazil          Total 
                                           2020           2020           2020 
                                    (Unaudited)    (Unaudited)    (Unaudited) 
                                           GBPm           GBPm           GBPm 
================================  =============  =============  ============= 
 Goodwill                                    25              -             25 
 Other intangible assets                      1              -              1 
 Property, plant and equipment                2              -              2 
 Deferred income tax asset                    -              6              6 
 Inventory                                    1              -              1 
 Trade and other receivables                  6             11             17 
 Cash and cash equivalents                    9              4             13 
================================  =============  =============  ============= 
 Total assets                                44             21             65 
 
 Trade and other payables                   (3)            (4)            (7) 
 Borrowings                                   -            (1)            (1) 
 Current income tax liabilities               -            (1)            (1) 
 Provisions                                   -            (1)            (1) 
 Deferred income                            (1)            (7)            (8) 
 Total liabilities                          (4)           (14)           (18) 
================================  =============  =============  ============= 
 
 Net assets                                  40              7             47 
================================  =============  =============  ============= 
 

The net gain is reported within continuing operations, as an adjustment between underlying and statutory results.

Prior to the disposals, Sage Pay formed part of the Group's Northern Europe reporting segment and the Brazilian business was part of the International segment.

The net inflow of cash and cash equivalents on the disposals is calculated as follows:

 
                                                                  Sage Pay         Brazil          Total 
                                                                      2020           2020           2020 
                                                               (Unaudited)    (Unaudited)    (Unaudited) 
                                                                      GBPm           GBPm           GBPm 
===========================================================  =============  =============  ============= 
 Cash consideration                                                    241              1            242 
 Transaction costs                                                     (9)            (4)           (13) 
===========================================================  =============  =============  ============= 
 Net consideration received                                            232            (3)            229 
 Cash disposed                                                         (9)            (4)           (13) 
 Working capital payable                                                 6              -              6 
 Inflow/(outflow) of cash and cash equivalents on disposal             229            (7)            222 
===========================================================  =============  =============  ============= 
 

During the six-month period ended 31 March 2019, the Group completed the sale of its Sage Payroll Solutions business. Net assets divested were GBP51m, and the transaction resulted in a gain on disposal of GBP27m.

12 IFRS 16

The Group recognised the following adjustments to amounts reported in the balance sheet at 1 October 2019.

 
                                        IFRS 16 
                                   right-of-use 
                                         assets       Derecognise 
                                      and lease       IAS 17 rent  Right-of-use 
                                    liabilities          accruals         asset                       Total 
                                     (Unaudited   and prepayments   impairment*  Tax impact**        Impact 
                                              )       (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
                                           GBPm              GBPm          GBPm          GBPm          GBPm 
============================      =============  ================  ============  ============  ============ 
Non-current Assets 
Property, plant and 
 equipment                                  118                 -           (5)             -           113 
Deferred income tax 
 assets                                       -                 -             -             2             2 
Current assets 
Trade and other receivables                   -               (2)             -             -           (2) 
Assets classified as 
 held for sale                                1                 -             -             -             1 
================================  =============  ================  ============  ============  ============ 
 
Current Liabilities 
Borrowing                                  (30)                 -             -             -          (30) 
Trade and other payables                      -                10             -             -            10 
Provisions                                    -                 -             1             -             1 
Liabilities classified 
 as held for sale                           (1)                 -             -             -           (1) 
================================  =============  ================  ============  ============  ============ 
 
Non-current Liabilities 
Borrowing                                 (105)                 -             -             -         (105) 
Provisions                                    -                 -             4             -             4 
================================  =============  ================  ============  ============  ============ 
Net assets                                 (17)                 8             -             2           (7) 
================================  =============  ================  ============  ============  ============ 
 
Total equity                               (17)                 8             -             2           (7) 
================================  =============  ================  ============  ============  ============ 
 
 

* As a practical expedient on transition, the Group has relied on its existing onerous lease assessments under IAS 37 to impair right of-use assets instead of performing a new impairment assessment for those assets. As a result, onerous provisions relating to lease payments were reclassified to the right-of-use asset.

** Tax impact represents deferred tax on the net transition adjustment.

The standard does not impact net cash flow, but cash flows from the principal portion of lease payments for property and vehicle leases are now presented within cash flows from financing activities as the payments represent the repayment of lease liabilities. The interest element of these lease payments is included in interest paid within cash flows from operating activities. Previously lease payments were reclassified as cash flows from operating activities.

The table below reconciles the operating lease obligations reported under the previous accounting standard, IAS 17 "Leases", at 30 September 2019 to the lease liability recorded under IFRS 16 at the date of transition.

 
 
                                                 (Unaudited) 
                                                        GBPm 
=========================================      ============= 
 Operating lease commitments reported 
  at 30 September 2019                                   162 
 Commitment on a lease not commenced 
  at 1 October 2019*                                     (7) 
 IAS 17 operating leases not qualifying 
  as leases under IFRS 16**                              (1) 
 Effect of discounting of future cash 
  flows under IFRS 16***                                (18) 
 Lease liability recognised at 1 October 
  2019                                                   136 
=============================================  ============= 
 Of which: 
  - Current lease liabilities                             30 
 - Non-current lease liabilities                         105 
 - Liabilities classified as held 
  for sale                                                 1 
---------------------------------------------  ------------- 
 

* At 30 September 2019, the Group had signed an agreement to lease a property but had not yet been granted access to it. Therefore, at that date the lease qualified for disclosure as a commitment under IAS 17, but not for recognition as a liability under IFRS 16.

** A small number of property arrangements treated as leases under IAS 17 did not meet the IFRS 16 definition of a lease. In most cases this was because the landlord has substantive substitution rights.

*** Lease commitments disclosed under IAS 17 are not discounted to their present value. Under IFRS 16, lease liabilities have been discounted using the incremental borrowing rate for each lease.

The weighted average incremental borrowing rate applied to discount the lease liabilities to their present value at 1 October 2019 was 3.7%. Rates applied to individual leases ranged from 0.25% to 11.6%. Differences in discount rates reflect principally the geographic location of leases and the length of the remaining lease term.

The estimated impact of the application of IFRS 16 on the income statement for the period ending 31 March 2020 was to increase operating profit by approximately GBP3m and increase profit for the period by approximately GBP1m.

13 Related party transactions

The Group's related parties are its subsidiary undertakings and its key management personnel, which comprises the Group's Executive Committee and Non-executive Directors. Transactions and outstanding balances between the parent and its subsidiaries within the Group and between those subsidiaries and have been eliminated on consolidation and are not disclosed in this note.

 
                                              Six months ended   Six months ended 
                                                      31 March           31 March 
                                                          2020               2019 
                                                   (Unaudited)        (Unaudited) 
 Key management compensation                              GBPm               GBPm 
===========================================  =================  ================= 
 Salaries and short-term employee benefits                   5                  5 
 
 Post-employment benefits                                    -                  - 
 Share-based payments                                        4                  2 
===========================================  =================  ================= 
                                                             9                  7 
===========================================  =================  ================= 
 

Key management personnel are deemed to be members of the Executive Committee, as defined in the Group's Annual Report & Accounts 2019 and the Non-executive Directors. Since the signing of the Group's Annual Report & Accounts 2019, there have been the following changes to the composition of the Executive Committee: with effect from 1 April 2020 Keith Robinson was appointed as Chief Strategy Officer, Marcus Banks was appointed as Interim Chief Marketing Officer, and Lee Perkins (previously Chief Product Officer) was appointed as Chief Commercial and Product Officer, and with effect from 31 March 2020 Blair Crump retired from his role as President and Ron McMurtrie left the Group on the same date. Changes in the Non-executive Directors are explained in the Statement of Directors' Responsibilities.

Managing Risk

The effective management of financial, compliance and operational risks is critical to the success of Sage's strategy. By empowering and supporting our leaders to manage risks locally within their business and functional areas, we accelerate our progress against our organisational goals. Our "always-on, on-demand" risk reporting continues to provide real-time risk information to leaders across the organisation, further enhancing leaders' ability to make risk informed decisions in a timely manner.

The Board continues to monitor the risk environment and reviews the appropriateness of the principal risks to the business.

Sage continually assesses its Principal Risks to ensure continued and enhanced alignment to our strategy and in light of where Sage is currently on its journey to becoming a great SaaS business. Sage currently reports against 11 refreshed principal risks. At the same time, Sage has conducted a thorough assessment of the potential impacts of COVID-19 on the principal risks from a Strategic, Commercial and Operational perspective. This has ensured that the business can provide the appropriate response to impacts being felt in the short term, to both the business, our colleagues and customers, and to position ourselves regarding long term sustainability and viability.

As above, the principal risks continue to evolve, reflecting the organisation's strategic focus on becoming a cloud-led SaaS business. By monitoring risk and performance indicators related to this strategy, principal risk owners focus on those metrics that signal current performance, as well as any emerging risks and issues. The principal risks reflect our three strategic lenses of customer success, colleague success and innovation. The management and mitigation actions described below reflect the refreshed principal risks and build on those actions previously reported in our FY19 Annual Report.

 
 Principal               Risk Context                       Management and Mitigation 
  Risk 
===============  =================================  =================================================================== 
 Understanding    Sage is the leader 
 Customer Needs    in key global markets,                    *    Brand health surveys are used to provide us with an 
 If we fail        and this assists us                            understanding of customer perception of the Sage 
 to anticipate,    in gathering valuable                          brand and its products, which we use to inform and 
 understand        insights into what                             enhance our market offerings 
 and deliver       our current and future 
 against the       customers want and 
 capabilities      need. It also helps                       *    Detailed customer segment analysis is used to develop 
 and               us to better understand                        segment-specific playbooks that support 
 experiences       the strengths and weaknesses                   customer-focused development 
 our current       of our products and 
 and future        services, and better 
 customers         develop and position                      *    A Market and Competitive Intelligence team provides 
 need at           those products and                             insights that Sage uses to win in the market. 
 appropriate       services to meet the 
 pace, they        needs of our current 
 will find         and future customers.                     *    A product re-naming exercise was completed to 
 alternative       By understanding the                           simplify the purpose of each product, and assist with 
 solution          specific needs of these                        customer understanding 
 providers.        customer groups in 
                   each country and region, 
 Strategic         we will be better positioned              *    Ongoing refinement and improvement of market data 
 alignment:        to efficiently manage                          through feedback from the business, partners and 
                   our products, marketing                        customers, including specific focus upon COVID-19 and 
 Customer          efforts and support                            the impact on SMB's 
 Success           services. This in turn 
                   will allow us to maximise 
                   our return on investment                  *    Customer Advisory Boards, Customer Design Sessions 
                   and retain a loyal                             and NPS detractor call-back channels are used to 
                   customer and partner                           constantly gather information on customer needs 
                   base over the long 
                   term. 
 
                                                            In progress: 
                                                             *    By providing ISVs with access to the Sage Developer 
                                                                  Platform, which is focussed on the development of 
                                                                  bespoke solutions, we gain additional insights into 
                                                                  customer needs 
                 =================================  =================================================================== 
 Execution        A key component of 
 of Product        Sage's transition to                      *    Following a product rationalisation and 
 Strategy          a Software as a Service                        prioritisation exercise Sage's product strategy was 
 If we fail        (SaaS) company is the                          updated to ensure that cloud native products are 
 to deliver,       delivery of cloud-native                       delivered in line with customer expectations 
 to timescale,     products and solutions. 
 the               To achieve this, we 
 capabilities      need to execute, at                       *    A licensing model transition strategy is in place, 
 and               pace, a prioritised                            anchored on the Sage Business Cloud 
 experiences       product strategy that 
 outlined in       moves our product portfolio 
 our product       to cloud-native solutions.                *    Sage Business Cloud is available in United Kingdom 
 strategy,         This may include a                             and Ireland, North America, France and Spain 
 we will not       transitional period 
 meet the needs    of cloud-connected 
 of our            products, with a clear                    *    Recent cloud-native products (Sage Intacct and Sage 
 customers         path to the cloud-native                       People) are available in Sage Business Cloud in North 
 or commercial     products for our current                       America, with international delivery ongoing 
 goals.            and future customers 
 Strategic         requirements. 
 alignment:                                                  *    A Product Marketing team oversees competitive 
                                                                  positioning and product development to align products 
 Customer                                                         with the needs of our customers 
 Success 
 Innovation 
                                                            In progress: 
                                                             *    Prioritisation of core product and service delivery 
                                                                  in key territories is continuing, including 
                                                                  responding to the impact of COVID-19, with plans 
                                                                  being developed to address non-core products and 
                                                                  services in these markets 
                 =================================  =================================================================== 
 Innovation       As Sage transitions 
 If we fail        into a SaaS business                        *    Creation of Sage AI Labs team to focus and drive 
 to identify       powered by a subscription                     AI/ML development including to enhance the capability 
 and leverage      license model, we must                             of our products, starting with Sage Intacct 
 disruptive        be able to rapidly 
 technologies      deploy new innovations 
 and invest        to our customers and                          *    Focussed colleague engagement to accelerate 
 in modern         partners. This innovation                     innovation across the organization through Continuous 
 development       could relate to new                                            Innovation Community 
 practices         technologies, services, 
 and tools         or new ways of working. 
 at an             Innovation requires                       *    Enhanced, consistent digital experience for all Sage 
 appropriate       us to address how we                           Business Cloud users through the Sage Design System 
 pace, we will     encourage innovation 
 not meet the      across our people, 
 needs of our      process and technology,                   *    Acquisition of Autoentry provides automation of data 
 customers         and how we make this                            entry through AI and Optical Character Recognition 
 or our            innovation sustainable.                               Technology for our accounting products 
 commercial        By building innovation 
 goals.            into our collective 
                   DNA, we can empower                         *    Objectives integrated into the planning of each 
 Strategic         our colleagues to improve                      segment and region to drive AI Transformation, Sage 
 alignment:        the customer experience,                        Business Cloud adoption and innovation of product 
                   and drive efficiencies                           features based on identified needs of customers 
 Customer          in how we deliver our 
 Success           products and services. 
 Innovation        By strategically investing               *    Integration of the Pegg chat bot with Sage Accounting, 
                   in platforms and relationships,                 to enhance the product experience using artificial 
                   we can also harness                                                intelligence 
                   the innovation of our 
                   partners. By providing 
                   opportunities for our 
                   partners to interact                                            In progress: 
                   with our products we                     *    Simple, smart and open technology strategy to provide 
                   can drive scalable                                API and microservices through a Sage Developer 
                   growth and improve                                                   Platform 
                   the customer experience. 
 
                                                            *    Strategic acquisition and collaboration with partners 
                                                                    to complement and enable accelerated innovation 
 
 
                                                            *    Platform Services delivered to Sage Business Cloud to 
                                                                      enhance value proposition for Cloud adoption 
 
 
                                                                *    Leveraging Sage ID and the Sage Business Cloud 
                                                                  network, Sage will be able to deliver a unified and 
                                                                    highly personalised experience for each customer 
                                                                       across the entirety of Sage Business Cloud 
 
 
                                                             *    Development of an incubation framework to guide how 
                                                                      Sage interacts with its innovation partners 
 
 
                                                             *    Enhancement of the Pegg AI capability, and increased 
                                                                    use of machine learning to support new areas and 
                                                                                       operations 
 
 
                                                             *    Development of Sage's service fabric to support the 
                                                                             development of cloud solutions 
                 =================================  =================================================================== 
 Route to         By offering our current 
 Market            and potential customers                  *    Market data and intelligence is disseminated 
 If we fail        the right information                         internally to support decision makers in the best 
 to deliver        on the right products                         routes to market 
 a bespoke         and services at the 
 blend of route    right time, we can 
 to market         maximise the value                       *    Dedicated colleagues are in place to support partners, 
 channels in       we can obtain from                            and to help manage the growth of targeted channels 
 each country,     our marketing and customer 
 based upon        engagement activities. 
 common            This can shorten our                     *    The Sage Partner Programme has been moved into the 
 components,       sales cycle and ensure                        marketing organisation to drive increased alignment 
 we will not       that customer retention                       of the indirect channel to market 
 be able to        is improved. It can 
 efficiently       also use new products 
 deliver the       and services, such                       *    New routes to market are being opened through our 
 right             as payments and banking                       partnerships with Payment and Banking technology 
 capabilities,     technologies, to draw                         providers 
 and               new customers into 
 experiences       the Sage family. 
 to our current 
 and future                                                In progress: 
 customers.                                                 *    Internationalisation of existing cloud-native 
 Strategic                                                       products (Sage Intacct, Sage People) through a 
 alignment:                                                      partner-driven sales model 
 
 Customer 
 Success 
                 =================================  =================================================================== 
 Customer         In becoming a true 
 Success           SaaS business, we must                     *    A Product Delivery team develops and delivers those 
 If we fail        maintain a sharp focus                           products needed by our customers to support their 
 to effectively    on the relationship                                                   success 
 identify and      we have with our customers, 
 deliver           constantly focus on 
 ongoing           delivering the products,                    *    Battlecards are in place for key products in all 
 value to our      services and experiences                        countries, setting out the strengths and weaknesses 
 customers         our customers need                                       of competitors and their products 
 by focusing       to be successful. If 
 on their needs    we do not do this, 
 over the          they will likely find                      *    Defined 'customer for life' roadmaps are in place, 
 lifetime          another provider who                                 detailing how products fit together, any 
 of their          does give them these                           interdependencies, and migration pathways for current 
 customer          things. Conversely,                                           and potential customers 
 journey, we       if we do these things 
 will not be       well these customers 
 able to           will stay with Sage,                      *    A data-driven Customer Success Framework was designed 
 achieve           increasing their lifetime                      and piloted in UKI to enhance the customer experience 
 sustainable       value, becoming our                            and ensure that Sage is better positioned to meet the 
 growth through    greatest marketing                                   current and future needs of the customer. 
 renewal.          advocates. 
 Strategic         While Sage is renowned 
 alignment:        for its quality customer                  *    Continuous Net Promoter Score (NPS) surveying allows 
                   support, a focus on                              Sage to identify customer challenges rapidly, and 
 Customer          customer success requires                          respond in a timely manner to emerging trends 
 Success           more proactive engagement 
 Colleague         as well. By proactively 
 Success           helping customers to                      *    The Customer Success Framework is being rolled out in 
                   recognise and fully                            phases to other major markets to improve the customer 
                   realize the value of                                                experience 
                   Sage's products we 
                   can help increase the 
                   value of these relationships               *    Placing customers (and colleagues) at the heart of 
                   over time and reduce                                   our response to the COVID-19 pandemic 
                   the likelihood of customer 
                   loss. By aligning our 
                   people, processes and 
                   technology with this                                            In progress: 
                   focus in mind, all                        *    Consolidation of CRM systems continues to provide an 
                   Sage colleagues can                              efficient single view of the customer across all 
                   help support our customers                                           markets. 
                   to be successful and 
                   in turn drive increased 
                   financial performance.                           *    Delivery of the Customer Core Program. 
                 =================================  =================================================================== 
 Third Party      Sage places reliance 
 Reliance          on third-party providers                 *    Dedicated colleagues are in place to support partners, 
 If we do not      to support the delivery                       and to help manage the growth of targeted channels 
 embed our         of our products to 
 partners as       our customers. Any 
 an integral       interruption in these                    *    Standardised implementation plans for Sage products 
 and aligned       services or relationships                     that facilitate efficient partner implementation 
 part of Sage's    could have a profound 
 go to market      impact on Sage's reputation 
 strategy at       in the market and could                  *    A specialised Procurement function supports the 
 an appropriate    result in significant                         business with the selection of strategic third-party 
 pace, we will     financial liabilities                         suppliers and negotiation of contracts 
 fail to           and losses. 
 deliver           Sage has an extensive 
 the right         network of sales partners                *    Clear roles and responsibilities for colleagues are 
 capabilities      critical to our success                       outlined in the Procurement Lifecycle Policy and 
 and               in the market, and                            Procedures, which includes delegated levels of 
 experiences       suppliers upon whom                           authority for investment approval 
 to our            it places reliance. 
 customers.        Carefully selecting, 
                   managing and supporting                  *    The Sage Partner Programme has been moved into the 
 Strategic         these partners and                            marketing organisation to drive increased alignment 
 alignment:        suppliers is critical                         of the indirect channel to market 
                   to how we grow our 
 Customer          business, as well as 
 Success           ensuring that we only                   In progress: 
                   engage with those people                 *    Rationalisation of targeted channels is continuing to 
                   and organisations that                        focus on value-add activities 
                   share Sage's values 
                   and aspirations. 
                                                            *    Managed growth of the API estate, including enhanced 
                                                                 product development that enables access by third 
                                                                 party API developers 
 
 
                                                            *    Enhancement of our third-party management framework, 
                                                                 to support closer alignment and oversight of 
                                                                 third-party activities. 
                 =================================  =================================================================== 
 People and       As Sage transitions 
 Performance       into a SaaS business,                     *    Continue to embed our operating model which is 
 If we fail        the capacity, knowledge                        designed to provide 'freedom within a framework' 
 to ensure         and leadership skills                          ensuring that decision making is made as close to the 
 we have           we need will change.                           customer as possible with the appropriate governance 
 engaged           Sage will not only                             and strategic direction in place 
 colleagues        need to attract the 
 with the          talent and experience 
 critical          we will need to help                      *    Extensive focus on our hiring channels ensuring we 
 skills,           navigate this change,                          are attractive in the market through our enhanced 
 capabilities      we will also need to                           employee value proposition, enhanced presence through 
 and capacity      provide an environment                         social media such as Glassdoor, comparably, Twitter, 
 we need to        where colleagues can                           Linkedin and Facebook 
 deliver on        develop to meet these 
 our strategy,     new expectations, an 
 we will not       environment where everyone                *    Identifying new hiring channels for example our 
 be successful.    can perform at their                           pathways programme which enables talented returners 
                   very best.                                     who are struggling to find a route back into work 
 Strategic         By empowering colleagues 
 alignment:        and leaders to make 
                   decisions, be innovative,                 *    Focusing on entry level hiring through apprentice and 
 Customer          and be bold in delivering                      graduate programmes 
 Success           on our commitments, 
 Colleague         Sage will be able to 
 Success           create an attractive                      *    Ensuring our reward mechanisms incentivise and drive 
                   working environment.                           the right behaviour with a focus on ensuring fair and 
                   By addressing drivers                          equitable pay in all markets 
                   of colleague voluntary 
                   attrition, and embracing 
                   the values of successful                  *    Using a range of mechanisms - including digital 
                   SaaS businesses, Sage                          platforms to recognise great performance and 
                   can increase colleague                         outstanding achievements 
                   engagement and create 
                   an aligned high performing 
                   team.                                     *    Focusing on the development of our leaders to ensure 
                                                                  they create the environment which enables colleagues 
                                                                  to thrive and perform at their very best 
 
 
                                                             *    Through our Sage Belong programme ensuring we are 
                                                                  supporting all colleagues to be successful at Sage 
                                                                  regardless of age, gender, ethnic origin or social 
                                                                  background 
 
 
                                                             *    Encouraging collaboration across the organisation 
                                                                  through internal media channels, hackathon, 
                                                                  collaboration jams and Sage Foundation. 
 
 
                                                             *    Placing colleagues (and customers) at the heart of 
                                                                  our response to the COVID-19 pandemic 
 
 
 
                                                            In progress: 
                                                             *    Sage wide reward and capability review ensuring we 
                                                                  have in place the SaaS skills and reward mechanisms 
                                                                  we need for the next 3- 5 years. 
 
 
                                                             *    Design for emerging talent programme (including VP 
                                                                  development programmes) 
                 ---------------------------------  ------------------------------------------------------------------- 
 Culture          The development of 
 If we do not      a shared behavioural                      *    Integration of values and behaviours into all of our 
 fully empower     competency that encourages                     core colleague priorities including, performance 
 our colleagues    colleagues to always                           management, talent attraction, selection and 
 and enable        do the right thing,                            development, leadership development and onboarding 
 them to take      put customers at the 
 accountability    heart of business, 
 in line with      drive innovation will                     *    Code of Conduct communicated to all colleagues, and 
 our shared        be critical in Sage's                          subject to annual certification 
 values and        successful transition 
 behaviours,       to a SaaS business. 
 we will be        Devolution of decision                    *    Alignment of personal objectives across Sage, with 
 challenged        making, and the acceptance                     direct cascade from the CEO 
 to create         of accountability for 
 a SaaS            these decisions, will 
 culture,          need to go hand in                        *    Formal assessment against personal objectives for 
 that meets        hand as the organization                       each colleague as part of established performance 
 Sage's            develops and sustains                          management process, which also considers personal 
 business          its shared values and                          application of Sage's Values and Behaviours 
 ambitions.        behaviours, and develops 
                   a true SaaS culture. 
 Strategic         Sage will also need                       *    Core eLearning modules rolled out across Sage, with 
 alignment:        to create a culture                            annual refresher training 
                   of empowered leaders 
 Customer          that support the development 
 Success           of ideas, and that                        *    Whistleblowing and Incident Reporting mechanisms in 
 Colleague         provides colleagues                            place to allow issues to be formally reported, and 
 Success           with a safe environment                        investigated 
                   that allows for honest 
                   disclosures and discussions. 
                   Such a trusting and                       *    All colleagues are actively encouraged to take up to 
                   empowered environment                          five paid Sage Foundation days each year, to support 
                   can help sustain innovation,                   charities and provide philanthropic support to the 
                   enhance customer success                       community. Support for Sage Foundation included in 
                   and drive the engagement                       bonus goals for our most senior leaders Placing 
                   that results in increased                      colleagues (and customers) at the heart of our 
                   market share.                                  response to the COVID-19 pandemic 
 
 
                                                             *    Sage Compliance has been transformed into Sage 
                                                                  Business Integrity, with a mandate to guide, support 
                                                                  and challenge the business to own and enhance its 
                                                                  values and behaviours 
 
 
                                                             *    In-person anti-bribery and corruption training has 
                                                                  been delivered to multiple regions, with the 
                                                                  remaining regions to be completed based on assessed 
                                                                  risk 
 
 
 
                                                            In progress: 
                                                             *    Work continues to be rolled out in the form of the 
                                                                  culture, values and behaviours plan across the 
                                                                  organisation. 
 
 
                                                             *    Sales Capability Framework has been built with values 
                                                                  & behaviours embedded to act as a pilot for global 
                                                                  Capability Framework approach, plan on launch and 
                                                                  embedment is being progressed. 
                 =================================  =================================================================== 
 Cyber Security   Information is the 
 and Data          life blood of a SaaS                        *    Accountability is established within both IT and 
 Privacy           business - Protecting                            Product for all internal and external data being 
 If we fail        the confidentiality,                            processed by Sage. Sage Chief Information Security 
 to responsibly    integrity and accessibility                    Officer oversees information security, with a network 
 collect,          of this data is table                             of Information Security Officers that directly 
 process           stakes for a data-driven                                       support the business 
 and store         business, and failure 
 data, together    to do so can have significant 
 with ensuring     financial and regulatory                  *    The Chief Data Protection Officer supported by a Data 
 an appropriate    consequences in the                            Governance forum oversees information protection and 
 standard of       General Data Protection                                        development for Sage. 
 cyber security    Regulation (GDPR) era. 
 across the        In addition, we also 
 business,         need to use our data                      *    A network of country-level data champions support the 
 we will not       efficiently and effectively                       business in embedding Sage practices across the 
 meet our          to drive improved business                         organisation, with a particular focus on the 
 regulatory        performance.                                                 requirements of the GDPR. 
 obligations, 
 and will lose 
 the trust                                                    *    Formal certification schemes are maintained, across 
 of our                                                              appropriate parts of the business, and include 
 stakeholders.                                                       internal and external validation of compliance 
 Strategic 
 alignment: 
                                                              *    An incident management framework is in place, which 
 Customer                                                           includes rating of incidents and requirements for 
 Success                                                            notification and escalation, and online incident 
 Innovation                                                                      reporting to Sage Risk 
 
 
                                                              *    All colleagues are required to undertake awareness 
                                                                      training for information management and data 
                                                                   protection, with a focus on the GDPR requirements. 
                                                                   Colleagues who frequently handle personal data also 
                                                                      undertake role-based training The Information 
                                                                  Security Risk Management Methodology continues to be 
                                                                  deployed to provide objective risk information on our 
                                                                                   assets and systems 
 
 
 
                                                                                   In progress: 
                                                             *    Data governance forum is leading a review of how Sage 
                                                                   can provide maximum value to its current and future 
                                                                    customers, including through the use of enhanced 
                                                                                   AI/ML capabilities 
                 =================================  =================================================================== 
 Data Strategy    Information is the 
 If we fail        life blood of a SaaS                      *    IT and Product have been consolidated under a single 
 to identify,      business - it tells                            leader to drive alignment of data management practice 
 utilise and       us how we create revenue,                      across the business 
 maximise the      how we can improve 
 value of our      the customer experience, 
 data and          and how we can meet                       *    Formation of a Data strategy around 7 initiatives to 
 customer          our obligations and                            support the delivery of real customer value and solve 
 data, at an       commitments. Analysed                          real customer problems 
 appropriate       using manual and machine 
 pace and in       learning, it provides 
 accordance        us with the intelligence                 In progress: 
 with our data     we need to run and                        *    Creation and formation of a global data stack. 
 principles,       build our business. 
 we will not 
 be able to                                                  *    Data governance forum is leading a review of how Sage 
 realise the                                                      can provide maximum value to its current and future 
 full potential                                                   customers, including through the use of enhanced 
 of our assets.                                                   Artificial Intelligence /Machine Learning 
 Strategic                                                        capabilities 
 alignment: 
 
 Customer 
 Success 
 Innovation 
                 =================================  =================================================================== 
 Live Services    As Sage continues to 
 Management        transition into a great                    *    Formal onboarding process established and executing 
 If we fail        SaaS business, there                           including ongoing management in Portfolio Management 
 to maintain       is a greater focus                                                  processes. 
 a secure,         on ensuring that we 
 reliable and      are able to continue 
 scalable live     to scale our services                      *    Incident and management change processes adhered to 
 services          environment in a robust,                                  for all products and services. 
 environment,      agile, and speedy manner 
 we will be        to ensure the delivery 
 unable to         of a consistent and                            *    Report hosting and tool costs per product. 
 deliver the       robust cloud experience. 
 consistent        This delivery could 
 cloud             relate to new technologies,                       *    Published established tool standards. 
 experience        operating practices, 
 expected by       services 
 our customers.                                               *    Attained service level objectives including uptime, 
 Strategic         Live Services Management                        responsiveness, and mean time to repair objectives. 
 alignment:        must provide the right 
                   Infrastructure and 
 Customer          Operations for all                         *    An established forum for continuous assessment and 
 Success           of our customer products,                                           refinement. 
 Innovation        a platform to host 
                   customer products, 
                   the governance to insure                   *    Real Time Demand Management processes and controls. 
                   they are adhering to 
                   best practices, and 
                   the oversight that                            *    Disaster Recovery Capability and operational 
                   insures optimal service                                          resilience models 
                   availability, performance, 
                   security protection 
                   and restoration (if 
                   required). 
                                                                                   In progress: 
                                                              *    Continued enhancement and development of our robust 
                                                                                    security programs 
 
 
                                                              *    Continue to reinforce accountability and ownership 
                                                                   across Product Owners, underpinned by ongoing risk 
                                                                       assessments at Segment and category levels 
                 =================================  =================================================================== 
 

Statement of Directors' Responsibilities

The condensed consolidated half-yearly financial report for the six months ended 31 March 2020 includes the following responsibility statement.

Each of the Directors confirms that, to the best of their knowledge:

- the Group consolidated condensed financial statements, which have been prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted by the EU and as issued by the IASB, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

- the Directors' report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

The Directors also confirm that the Interim Management Report herein includes a fair review of information required by 4.2.8R of the DTR (Disclosure and Transparency Rules).

The Directors of The Sage Group plc are consistent with those listed in the Group's 2019 Annual Report and Accounts except for the following changes: with effect from 25 February 2020, Blair Crump stepped down as executive director, Soni Jiandani stepped down as a non-executive director at the same date and with effect from 1 May 2020 Sangeeta Anand and Irana Wasti have been appointed to its Board as independent Non-executive Directors. A list of current directors is maintained on the Group's website: www.sage.com .

On behalf of the Board

J Howell

Chief Financial Officer

13 May 2020

Independent review report to The Sage Group plc

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2020 which comprises Consolidated income statement, Consolidated statement of comprehensive income, Consolidated balance sheet, Consolidated statement of changes in equity, Consolidated statement of cash flows and the related explanatory notes 1 to 13. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2020 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Ernst & Young LLP

London

13 May 2020

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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