RNS Number : 2237T

Tribal Group PLC

19 March 2019

19 March 2019

Tribal Group plc

("Tribal" or the "Group")

Preliminary Results year ended 31 December 2018

Tribal (AIM: TRB), a leading provider of software and services to the international education management market, today announces its preliminary results for the year ended 31 December 2018.

Financial highlights

-- Adjusted operating profit for the year up 27% to GBP10.8m* (2017: GBP8.5m*) on revenue of GBP80.1m (2017: GBP84.9m)

-- Statutory operating profit up 24% to GBP4.6m (2017: GBP3.7m); statutory earnings per share (diluted) 2.0p (2017: 1.3p)

-- Annual recurring revenue increased by 5% to GBP38.5m (2017: GBP36.5m**) representing 45% of revenue

   --    Adjusted Operating Margin improvement of 4.4pp** to 13.5%, pre-IFRS 15 margin 15% 

-- Strong operational cash inflow during the year of GBP14.2m (2017: GBP11.1m); year end net cash of GBP20.0m (2017: GBP14.1m)

-- Progressive annual dividend payment with the Board recommending a 10% increase to 1.1p per share (2017: 1.0p)

* Adjusted operating profit is in respect of continuing operations and is stated excluding "Other Items" charges of GBP6.2m (2017: GBP4.8m). Other Items include Share-based Payments, Deferred Contingent Consideration, Amortisation of IFRS3 Intangibles, Defined Benefit Pension Scheme gains, and Restructuring and associated costs

** Adjusted for Ofsted contract, IFRS15 and constant currency

Operational highlights

-- Four new name Universities won in the UK Higher Education sector and a number of larger Further Education Colleges

-- QAS won significant new contracts as well as renewals and extensions to existing contracts across the UK, USA and Middle East

-- In Australia and New Zealand, Higher Education sector continues to perform well supporting existing customers; Schools and FE/VET sector has been more challenging and a restructuring plan is in place to improve future performance

-- Continued investment in next generation, cloud-based student information system "Tribal Edge", and ongoing investment in current Student Management Systems products

-- Dispute with software platform provider on royalty payments; unsubstantiated pre-claim of GBP15m-GBP30m which we will strongly defend

-- Mark Pickett named Chief Executive Officer and Paul Simpson named Acting Chief Financial Officer on 18(th) March 2019

Mark Pickett, Chief Executive, commented:

"I am pleased with the improved profit performance for the year and the addition of significant new customers in Higher Education and Further Education following competitive tenders. Margin has improved and we continue to challenge costs across the business. The Group continues to deliver against its strategic goals of improving profitability, supporting customers in their move to the Cloud and delivering the next - generation information system to new and existing customers. We have started 2019 well with significant wins in the Further Education and Work-based learning sectors and look forward to continued momentum across the year and into the future."

The information contained within this announcement is deemed by the Group to constitute inside information as stipulated under the Market Abuse Regulations (EU) No.596/2014.


For further information please contact:

Tribal Group plc

Tel: 0117 313 6371

Richard Last, Executive Chairman

Mark Pickett, Chief Executive Officer

Paul Simpson, Acting Chief Financial Officer

Investec Bank plc

Tel: 020 7597 5970

Sara Hale

Andrew Pinder

William Godfrey

Neil Coleman

N+1 Singer Capital Markets Limited

Tel: 0207 496 3000

Shaun Dobson

Tulchan Communications LLP

Tel: 0207 353 4200

James Macey White

David Ison

About Tribal Group plc

Tribal Group plc is a pioneering world-leader of education software and services. Its portfolio includes Student Information Systems; a broad range of education services covering quality assurance, peer review, benchmarking and improvement; and student surveys that provide the leading global benchmarks for student experience. Working with Higher Education, Further and Tertiary Education, schools, Government and State bodies, training providers and employers, in over 55 countries; Tribal Group's mission is to empower the world of education with products and services that underpin student success.

Chairman's statement

As Tribal enters its 20(th) year of trading following its foundation in 1999, I am pleased to report another positive performance continuing the upward trend since the operational and structural changes put in place during 2015 and 2016.

The Group achieved significant growth in full year adjusted operating profit which increased by 27% to GBP10.8m (2017: GBP8.5m), and the adjusted operating margin which increased to 13.5% from 10.1% in 2017. Adjusted earning per share (diluted) increased to 4.3p (2017: 3.2p). Statutory profits, which are stated after charging share-based payments, amortisation of IFRS3 intangibles and restructuring costs, increased to GBP4.1m (2017: GBP2.6m).

Revenue decreased to GBP80.1m (2017: GBP84.9m), which reflects the expiry of the Ofsted Early Years contract in March 2017 that contributed GBP2.4m, and the move to the new revenue accounting standard IFRS 15 which reduced comparable current year revenue by GBP1.5m.

Annually recurring revenues, covering Support & Maintenance fees and Cloud services, grew by over 5% to GBP38.5m (2017: GBP36.5m) and now represent 45% of total revenue, and 64% of software related revenue giving considerable stability to the business.

We continue to see strong cash flows, operating cash flow was GBP14.2m (2017: GBP11.1m). The Group ended the year debt free, with the balance sheet in a strong position, debt free, and with closing cash 42% higher at GBP20.0m (2017: GBP14.1m).


Reflecting the Group's strong performance the Board is pleased to propose a 10% increase in the annual dividend to 1.1p per share continuing the progressive dividend policy announced with the return to dividend payments in 2017.

2018 Business Performance

Tribal continues to be an international leader in the provision of student information systems to universities and colleges in the UK, Australia, New Zealand, Malaysia and Canada as well as elsewhere in the world. Tribal systems are used by 50% of the Russell group of universities in the UK.

The Group secured new contract wins in 2018 in the Higher Education sector to install our SITS student management systems at the University of Portsmouth, Canterbury Christ Church University, St Mary's University Twickenham and Ravensbourne University London. These will be delivered during 2019 and 2020.

In Further Education we had a significant contract award with Colleges Northern Ireland to install our ebs student management system in all six further education colleges. In addition we concluded the rollout of Campus to all British Council sites across 47 countries.

In Australia we entered the second year of our four year agreement to provide our Callista software to a group of 11 universities and successfully completed the key releases of ebs to 2200 schools in New South Wales; we now support 4000 schools across the country however, as previously reported, 800 of the dioceses schools using our School (Human)Edge system will migrate to their own student management system over the next two years.

The wider APAC market proved challenging in 2018 with no significant new customer wins and limited pipeline opportunities as institutions have deferred upgrading or replacing existing systems. At the end of 2018 the Group took the decision to restructure the Australian business, including ceasing development of additional SchoolEdge modules, with anticipated annualised savings of approximately GBP2m.

Throughout the year, and particularly in the second half, we have focused significant effort on improving operational efficiency across all aspects of our business. This will bring benefits to Tribal in 2019 and beyond.

Quality Assurance Solutions (QAS) continued to perform well winning over 80% of tender submissions with significant new contracts secured in the UK to provide quality assurance and training, as well as contract extensions in both the UK and the USA and ongoing inspections work in the Middle East. From 2019 the i-graduate surveys business will be brought under QAS management and will operate as one combined business, Education Services, this will improve the efficiency of the i-graduate business both from a sales and costs perspective.

Product Development (Tribal Edge)

We continue to invest in our cloud enabled student information platform, Tribal Edge, with the first modules being completed will in 2020 with further development continuing into 2021 and beyond. The product is a complementary evolution to our existing student management systems which we will continue to support into the future. We already have a number of Edge ready modules that are available on our existing platforms, including Student Engage our social collaboration app for students and teachers.

Board and employees

It was with great shock and sadness that we received the news of Ian Bowles's death on 28 August 2018. Ian was widely respected throughout the Group and the wider industry, and was instrumental in leading the turn around of Tribal since he joined the business as Chief Executive Officer in March 2016. We extend our most heartfelt condolences and sympathy to Ian's family; he is much missed.

We announced on 18 March 2019 the appointment of Mark Pickett as Chief Executive Officer. Mark had been performing the role of Acting Chief Executive Officer, in addition to his Chief Financial Officer duties, since 5 October 2018. I should like to thank Mark for taking on this significant extra responsibility and for the continuing excellent contribution he has made to the success of the business. Paul Simpson, our Global Financial Controller, has taken on the role of Acting Chief Financial Officer.

Our employees are the bedrock upon which the success of our business is founded. Despite the challenges Tribal has faced they have shown great loyalty, determination and hard work for which I thank them sincerely. I look forward to their continued commitment and to working with them in the future.


As previously reported on 25th January 2019 we received a letter of claim from lawyers acting for a provider of a software platform on which certain of the Group's software products are based. The letter claims that Tribal Education Limited, a subsidiary of Tribal Group plc, has failed to account properly for royalties under the terms of a Value Added Reseller Agreement dated 1 April 2000 and has breached the terms of that agreement. We are aware that other companies have had similar claims made against them by the same platform provider. Whilst no specific amount is claimed, the letter of claim estimates the losses at between GBP15 million and GBP30 million. These claims date back over a period of more than 18 years during which the Group has regularly made royalty payments and the Directors do not consider the claims to be justified. The Directors wish to continue to work with the platform provider but we intend to defend these claims vigorously.


Tribal awaits the conclusion of the UK's exit from the European Union (Brexit). Whilst we have no evidence of any short term impact of Brexit, areas concerning reduced funding for research projects, a fall in student numbers as a result of increasing tuition fees and present overseas student immigration policies (which will be exacerbated by a disorderly Brexit) will undoubtedly put pressure on universities' finances which may result in curtailment or delays in new investment. We continue to monitor developments closely and will take all necessary action to respond to any forthcoming developments in our market place.

Outlook and current trading

We have started 2019 strongly winning a large contract in the Work-based learning sector providing our Maytas system to the CITB (Construction Industry Training Board). We have a good pipeline of new opportunities in the UK in Higher Education, Further Education and Work-based learning and expect to secure new customers for our student information systems across the year. Our focus in the Asia Pacific region is on improved operational efficiencies whilst we introduce new products and services.

In Education Services we expect further growth in inspections and training (QAS) with a number of new contracts in the pipeline, including expansions and renewals, and we also expect to see improved performance in our student surveys business (i-graduate) as the products are refreshed.

Revenues for the coming year are expected to be similar to 2018, however we are focused on delivering improved operating margins as we continue to target cost savings and further efficiencies. We enter 2019 with an increased sales order backlog at GBP121.6m (2017: GBP120.4m) of which GBP59.9m is expected to be recognised in 2019.

We look forward to our 20(th) year with optimism and will continue to build sustainable shareholder value for the future.

Richard Last

Executive Chairman

Business & Financial Review


The Group continues to build on the strong foundations put down in 2016 and 2017. There is further, significant improvement in profitability as a result of continued efficiencies and productivity.

Revenues fell to GBP80.1m (2017: GBP84.9m reported); this, however, includes the combined impacts of the accounting change to IFRS 15 "Revenue from Contracts with Customers", adverse currency fluctuations, and the inclusion of the Ofsted contract which successfully concluded in March 2017. These are described in more detail below. Excluding these items to focus on the core business, revenue remained consistent with last year, driven by the strong performance in Quality Assurance Solutions (QAS).

Annually recurring revenues increased to GBP38.5m (2017: GBP37.5m reported), driven by increasing demand for Cloud services.

The adjusted operating profit increased by 27% to GBP10.8m (2017: GBP8.5m reported) and the statutory operating profit by 24% to GBP4.6m (2017: GBP3.7m). The adoption of IFRS 15 which spreads the recognition of license revenue for large deals across the period of implementation, materially impacts the profit for the year. For 2018, the profit would have been higher by GBP1.4m if the previous accounting standard had been applied.

The adjusted operating profit for the core business, after adjusting 2017 for the accounting change to IFRS 15, adverse currency fluctuations, and the Ofsted contract, increased by 48% to GBP10.8m (2017: GBP7.3m adjusted). On the same basis, adjusted operating margin increased to 13.5% from 9.1%, with consistent or increased margin in all segments (before central overheads).

We continued the downward pressure on cost which, together with the material cost efficiencies of 2016 and 2017 benefitting 2018, reduced Central Overheads to GBP10.7m (2017: GBP14.6m reported), just over 13% of revenue.

Management continues to look to deliver cost efficiencies and improve margin without impacting the Group's ability to serve our customers or drive the business forward. In 2019, we anticipate that there will be further opportunities to restructure parts of the business to improve profitability.

2018 in summary

In the UK, within our chosen markets and sectors, overall activity levels for the replacement of student information systems have remained stable, and we have continued the strong win rates in Higher Education and Further Education. In the year, we won four new university customers for full SITS (Strategic Information Technology System) implementations, at the University of Portsmouth, Canterbury Christ Church University, St Mary's University Twickenham and Ravensbourne University London, as well as in Further Education, winning Colleges Northern Ireland, where we are implementing ebs in all six further education colleges. These wins confirm that our international customer base and continued market-leading position provide a strong platform around which to build long-term shareholder value.

Our Callista business, which provides student information systems to 25% of Australian universities, performed well, and is in the second year of a four year contract extension (approximately GBP16.8m) with the 11 universities for the ongoing development of the Callista product with gradual migration into the cloud-ready Tribal Edge platform. We have also had a successful year with our existing SITS contracts in Asia Pacific, where we completed work in the University of Massey and the University of Waikato, in New Zealand, as well as continued implementation of SITS at the University of Malaya in Malaysia. We have, though, seen a downturn in opportunities to tender for new student information systems in Asia Pacific; fewer universities appear to be going out to tender, currently, combined with a smaller market, of which Tribal already serves around 40% of the Australia and New Zealand universities market.

Outside of Higher Education, 2018 has been a challenging year in Australia. We have a number of large contracts where we have developed bespoke software, including the British Council and the Department of Education (DoE) schools contract. These contracts have now reached a level of maturity and steady state, where there is less requirement for development services. As previously reported, we also have a contract with New South Wales TAFE (Technical and Further Education) campuses which is expected to end in 2019, and with two schools dioceses (New South Wales and Victoria) in which about 800 of the 1800 schools running the SchoolEdge platform will migrate away to a new product over the next 2-3 years. Management have taken remedial action at the end of 2018 to restructure the Asia Pacific business, including ceasing the development of further SchoolEdge modules, and will continue to monitor the progress of these contracts.

Quality Assurance Solutions (QAS) continues to confirm its position as a market-leading international school inspections business. During the year, the Ministry of Education (MoE) in Dubai awarded us the contract for the review of private schools, which was successfully completed, as well as ongoing work for public school inspections in Abu Dhabi. In the US, we were granted an extension to the work evaluating schools and districts of New York State. In the UK, we were granted an extension of the contract with the National Centre for Excellence in the Teaching of Mathematics, as well as being granted the contract with the UK Department for Education (DfE) to provide quality assurance of the new gold-standard National Professional Qualifications (NPQ). The contract will ensure qualifications are independently verified, nationally consistent, and of the highest quality across the country.

The Group continues to drive efficiencies and remove costs where appropriate. In the first half of the year the original cost savings programme initiated in 2016 was completed. At the end of the year the Group announced the restructure of the management of its i-graduate business in the UK and the SchoolEdge development team in Asia Pacific with annualised savings of over GBP2m.

2019 outlook

Looking forward to 2019, we continue to see a good pipeline of opportunities in the UK, in Higher Education, where we have a number of tenders in progress, as well as in Further Education, and in Work-based Learning, where, in January 2019, we closed a major win in partnership with Sopra Steria to implement our Maytas product at the CITB (Construction Industry Training Board).

In Asia Pacific, the Higher Education business remains strong, although there are still few new customer opportunities available to tender. The outlook for Further Education and Vocational Learning business remains as noted above.

QAS continues to have a pipeline of opportunities, in the UK, USA and Middle East. Progress continues well in existing projects, although the customer has extended the timelines of the existing ADEK contract in Abu Dhabi, which may impact the revenue in the first half of 2019.

The i-graduate business will move under the QAS management, creating a single line of business known as Education Services. With further investment in a refresh of the survey products, we expect to see growth back into the i-graduate business.

Product & services strategy

At the core of Tribal's business is a portfolio of functionally rich student information systems. These are being expanded with the development of a next generation, cloud-based solution - Tribal Edge - a solution that enables institutions to significantly enhance the student experience they offer. The Group's new product investment will focus on delivering Tribal Edge, though we will continue the development of the existing products (SITS, ebs, Callista and Maytas) to ensure ongoing relevance and competitiveness.

Following the successful launch of Tribal Edge in 2017, we have completed beta trials in both Further and Higher Education institutions for the first new modules and functionality. These modules are available to connect to both SITS (HE) and ebs (FE), providing enhanced functionality to our installed base of customers.

The module structure for Tribal Edge was also simplified to three offerings:

-- Engage - a mobile app giving students anytime, anywhere availability to see their day at a glance and enabling them to access all information they need at their fingertips, all personalised to their timetable and their lifestyle. This also includes social collaboration functionality where students and staff can communicate with each other within a social network that is both managed and safeguarded. This enables staff and students to safely connect, communicate and collaborate with each other.

-- Student Support - ensures students are supported through the complete education lifecycle. Institution support staff have a single view of all student performance issues and identify opportunities to deliver critical support to reduce drop-outs and maximise student successes, while students have easy access to support wherever they are.

-- Student Insight - a learning analytics solution that monitors and tracks student engagement, analysing student data from multiple sources, and flagging students at potential risk, thus enabling the targeting of students that need support. This timely intervention improves outcomes and reduces dropouts.

We have also continued to invest in our market-leading employers and training providers solution, Maytas. While there was significant uncertainty in the UK market in 2018, we are now seeing growth around Apprenticeships at all levels, including Degree Apprenticeships. Maytas fully supports the management of apprenticeship programmes, including the critical area of funding, and we are now seeing new business sales in this area.

SchoolEdge has continued in development through 2018 with new functionality added to the existing set. In 2019 we will reduce the development effort on this product as we look to maximise the return of what has already been delivered to market. Sales and marketing efforts around the Australian schools market will focus on migrating customers to SchoolEdge from their existing legacy systems.

In 2018, we combined the data analysis and management teams of the Quality Assurance Solutions (QAS) and i-graduate areas of the business. Combining these datasets and cross-training the teams will allow us to offer new insights and value to our customers in 2019. It will also support greater cross-selling opportunities.

Business structure

The Group provides software and non-software related services to educational customers, both public and private. These services are managed across three lines of business (segments) as follows:

Student Information Systems (SIS) focusses on the following market sectors: Higher Education, Further Education, Colleges and Employers (referred to in Australia as VET), and Schools, and across three main markets, UK, Australia and New Zealand. Product/ Offerings are split between License & Development Services, Support & Maintenance, Implementation, and Cloud Operations.

Quality Assurance Solutions (QAS) covers inspection and review services which support the assessment of educational delivery, and performance benchmarking.

i-graduate and Other covers student surveys and data analytics. This segment also covers various non-core businesses including K2 Asset Management, Software Solutions and Information Matters. These are businesses that operate profitably and continue to be supported, although there is limited investment in future development of the solutions and little proactive sales and marketing activity.

From 2019 the Group will be combining QAS and i-graduate into one line of business called Education Services. Other non-core business will be reported as part of Education Services.

Reporting basis

In order to give a true reflection of year-on-year performance, the Group is presenting its results in the Business & Financial Review on an adjusted basis, as detailed below:

a) Foreign Exchange: almost half of Tribal's income in the year was generated outside the UK, and is therefore subject to foreign exchange movement. During 2018, the strengthening of sterling, particularly against the Australian Dollar, has impacted revenue. In the Business & Financial Review, the results for 2017 have been adjusted to reflect the foreign exchange rates prevailing during 2018 to provide a "constant currency" comparative.

b) IFRS 15: the Group's 2018 revenue was accounted for under IFRS 15 "Revenue from Contracts with Customers", as discussed below. In accordance with the Modified Retrospective transitional reporting approach, the statutory results for 2017 have not been restated to reflect this change; however, in the Business & Financial Review, the 2017 results have been updated to provide an IFRS 15 comparative.

c) Ofsted: As previously reported, the Group's core Ofsted Early Years inspections contract came to a conclusion in March 2017. Given the nature of the Ofsted contracts, and consistent with prior years reporting, this income has been removed from the 2017 results in the Business & Financial Review to provide an "excluding Ofsted" comparative.

Note this presentation disclosed as "adjusted" is an alternative performance measure and not a statutory reporting measure prepared in line with International Financial Reporting Standards (IFRS) and disclosed as "reported" in in the Business & Financial Review.

IFRS 15 "Revenue from Contracts with Customers"

The Group adopted IFRS 15 "Revenue from Contracts with Customers" with effect from 1 January 2018. The major impact is that software license revenue is now recognised over the duration of the project implementation period on a percentage complete basis.

For the larger deals, mainly Higher Education, which typically have implementation periods of two years or more, this has the effect of spreading the recognition of License revenue over an extended period, rather than the immediate, upfront recognition under the previous basis.

For the smaller deals, mainly Further Education and Work-based Learning where there is a shorter implementation period of generally less than 50 days, there will be little if any impact.

There are no changes to the timing of the recognition of revenue for Implementation services, Support & Maintenance fees or Cloud services, nor is there any impact in QAS or i-graduate.

As part of the transitional reporting requirements, the statutory results for 2017 have not been restated; however the opening balance sheet was restated with a reduction of GBP1.5m to equity reserves, GBP0.2m to accrued income and GBP1.5m to deferred income, and an increase of GBP0.2m to prepayments.


                                                                               Pre IFRS15 
                                                                   excluding    excluding 
                                     Adjusted(2)                     Ofsted      Ofsted     Reported 
 GBP'm                       2018        2017      Growth            2017         2017        2017 
 Revenue                     80.1       81.0       (1.1)%            82.9         82.5        84.9 
                           -------  ------------  --------       -----------  -----------  --------- 
 Student Information 
  Systems                    57.0       58.8       (3.1)%            60.4         60.0        60.0 
                           -------  ------------  --------       -----------  -----------  --------- 
 Quality Assurance 
  Solutions                  16.7       15.2        9.8%             15.4         15.4        17.8 
                           -------  ------------  --------       -----------  -----------  --------- 
 i-graduate & Other          6.4         7.0       (8.4)%            7.1          7.1         7.1 
                           -------  ------------  --------       -----------  -----------  --------- 
 Adjusted Operating 
  Profit (before Central 
  Overheads)                 21.5       21.4        0.2%             22.4         22.0        23.1 
                           -------  ------------  --------       -----------  -----------  --------- 
 Student Information 
  Systems                    16.5       17.4       (5.4)%            18.0         17.6        17.6 
                           -------  ------------  --------       -----------  -----------  --------- 
 Quality Assurance 
  Solutions                  3.7         3.0        23.7%            3.3          3.3         4.4 
                           -------  ------------  --------       -----------  -----------  --------- 
 i-graduate & Other          1.3         1.0        26.5%            1.1          1.1         1.1 
                           -------  ------------  --------       -----------  -----------  --------- 
 Adjusted Operating 
  Margin (before Central 
  Overheads)                26.8%       26.5%       0.3pp           27.0%        26.6%       27.2% 
                           -------  ------------  --------       -----------  -----------  --------- 
 Student Information 
  Systems                   28.9%       29.7%      (0.8)pp          29.9%        29.3%       29.3% 
                           -------  ------------  --------       -----------  -----------  --------- 
 Quality Assurance 
  Solutions                 22.2%       19.7%       2.5pp           21.1%        21.1%       24.8% 
                           -------  ------------  --------       -----------  -----------  --------- 
 i-graduate & Other         19.8%       14.4%       5.4pp           15.0%        15.0%       15.0% 
                           -------  ------------  --------       -----------  -----------  --------- 
 Central Overheads          (10.7)     (14.1)      (24.2)%          (14.6)       (14.6)      (14.6) 
                           -------  ------------  --------       -----------  -----------  --------- 
 Adjusted Operating 
  Profit(1)                  10.8        7.3        46.9%            7.8          7.4         8.5 
                           -------  ------------  --------       -----------  -----------  --------- 
 Adjusted Operating 
  Margin                    13.5%       9.1%        4.4pp            9.4%         8.9%       10.1% 
                           -------  ------------  --------       -----------  -----------  --------- 
 Statutory profit 
  after tax                  4.1         n/a         n/a             n/a          n/a         2.6 
                           -------  ------------  --------       -----------  -----------  --------- 

1. Adjusted Operating Profit is in respect of continuing operations and excludes charges reported in "Other items" of GBP6.2mm (2017: GBP4.8m)

   2.     2017 results adjusted for constant currency, post IFRS15 and excluding Ofsted: 

a. "Constant currency" - the Group has applied 2018 foreign exchange rates to 2017 results to present a constant currency basis, when applied to 2017 results there is a reduction in Revenue of GBP1.9m, a reduction to Adjusted Operating Profit (before Central Overheads) of GBP1.0m and Adjusted Operating Profit of GBP0.5m

b. "Post IFRS15" - IFRS 15 "Revenue from Contract with Customers" became effective on 1 January 2018, when applied to 2017 results there is an increase to Revenue of GBP0.4m and an increase to Adjusted Operating Profit of GBP0.4m

c. "Excluding Ofsted" - the contract with Ofsted ended in March 2017, when excluded from 2017 results there is a reduction in Revenue of GBP2.4m and a reduction in Adjusted Operating Profit of GBP1.1m in 2017


Revenue in the year was 1.1% lower than last year at GBP80.1m on an adjusted basis (2017: GBP81.0m adjusted for the negative impact of foreign exchange of GBP1.9m, the impact of IFRS 15 which would have increased revenue by GBP0.4m and excluding Ofsted revenue in 2017 of GBP2.4m; GBP84.9m as reported).

The Group has chosen to present its results in this Business & Financial Review on an adjusted basis to give a true reflection of year-on-year performance and account for the adverse impact of foreign exchange movements, the adoption of IFRS15 "Revenue from Contract with Customers" and the conclusion of the contract with Ofsted.

During the year there has been a worsening in the average UK exchange rates with the Group's key overseas countries, notably Australia. If the average exchange rates had been applicable to 2017 results there would have been a reduction in revenue of GBP1.9m.

Adjusted Operating Profit (EBITA)

The Adjusted Operating Profit was GBP10.8m (2017: GBP7.3m adjusted for the negative impact of foreign exchange of GBP0.5m, the impact of IFRS 15 which would have increased Adjusted Operating Profit by GBP0.4m and excluding Ofsted operating profit in 2017 of GBP1.1m; GBP8.5m reported).

The Adjusted Operating Margin increased significantly to 13.5% (2017: 9.1% adjusted; 10.1% reported).

The 2018 results benefitted from the cost reduction programme initiated in 2016, particularly in Central Overheads which fell by GBP3.4m to GBP10.7m (2017: GBP14.1m adjusted; GBP14.6m reported). The full year effect of the 2017 cost reductions equated to an additional GBP1.0m of in year savings. Further savings were achieved throughout the year as the Group continued to manage its cost base.

The Adjusted Operating Profit in the year benefitted from a number of one-off items in relation to bad debt provision releases of GBP0.9m, property related provisions releases of GBP0.5m and potential onerous contracts provision of GBP0.2m. There were however costs incurred in relation to revenue contingency adjustments on underperforming contracts of GBP0.2m and one off costs incurred of GBP0.5m in relation to the exit of the Group's data centre.

Product and Services performance

                                                           IFRS15     Pre IFRS15 
                                                          excluding    excluding 
                                    Adjusted               Ofsted       Ofsted     Reported 
  GBP'm                      2018     2017     Growth       2017         2017        2017 
 Software & Related 
  Services                   60.6     61.8     (2.0)%       64.1         63.7        63.7 
                            -----  ---------  --------  -----------  -----------  --------- 
 License & Development 
  Fees                       7.5      10.3     (27.7)%      10.4         10.0        10.0 
                            -----  ---------  --------  -----------  -----------  --------- 
 Support & Maintenance 
  Fees                       32.9     32.5      1.1%        33.5         33.5        33.5 
                            -----  ---------  --------  -----------  -----------  --------- 
 Implementation Services     13.9     14.2     (2.3)%       14.8         14.8        14.8 
                            -----  ---------  --------  -----------  -----------  --------- 
 Cloud Services              5.6      4.0       42.6%       4.0          4.0         4.0 
                            -----  ---------  --------  -----------  -----------  --------- 
 Other Services              0.7      0.8      (10.1)%      1.4          1.4         1.4 
                            -----  ---------  --------  -----------  -----------  --------- 
 Non-Software Services       19.5     19.2      1.2%        18.8         18.8        21.2 
                            -----  ---------  --------  -----------  -----------  --------- 
 QAS - School Inspections 
  & Related Services         16.4     15.2      7.6%        14.8         14.8        17.1 
                            -----  ---------  --------  -----------  -----------  --------- 
 i-graduate - Surveys 
  & Data Analytics           2.6      3.0      (13.6)%      3.0          3.0         3.0 
                            -----  ---------  --------  -----------  -----------  --------- 
 Other - Information 
  Management Services        0.5      1.0      (50.4)%      1.0          1.0         1.1 
                            -----  ---------  --------  -----------  -----------  --------- 
 Total Revenue               80.1     81.0     (1.2)%       82.9         82.5        84.9 
                            -----  ---------  --------  -----------  -----------  --------- 
 Annually Recurring 
  Revenue                    38.5     36.5      5.6%        37.5         37.5        37.5 
                            -----  ---------  --------  -----------  -----------  --------- 

Software & Related Services

Software & Related Services covers sales across our core Student Information Systems business together with software sales in i-graduate, reported under Other. In addition QAS has successfully developed and sold a software license as part of the Ofsted migration. The revenue from Software & Related Services decreased by (2.0)% to GBP60.6m (2017: GBP61.8m adjusted; GBP63.7m reported).

License & Development Fees relate to the sale of new software licenses as well as customer paid enhancements (development fees) to previous sales. Tribal's core Student Information Systems products include:

- SITS (Student Information Technology System) used by around 50% of universities in the UK, including 50% of the Russell Group universities, as well as universities in Australia, New Zealand, Malaysia, Canada, Southern Ireland, Hungary and Malta

   -     Callista, a bespoke student management system implemented in 11 Australian universities 

- ebs (education business system) used by colleges and training institutes in the UK (including Northern Ireland)

   -     Maytas, for training providers and apprenticeship providers 
   -     Student Engage, a social collaboration mobile technology application sold across all markets 
   -     School Edge and ebs Schools used by around 4000 schools in Australia 

In addition, non-SMS software sales includes K2 (asset management software) and Software Solutions (bespoke software development). These are businesses that operate profitably and continue to be supported, although there is limited investment in future development of the solutions and little proactive sales and marketing activity.

Revenue from License & Development fees fell 27.7% to GBP7.5m (2017: GBP10.3m adjusted; GBP10.0m reported). There were a number of large license wins in the year in the UK markets for both Higher Education and Further Education; however the markets in APAC region have been more challenging with some contracts moving to a steady-state supporting the implemented solution with limited account growth opportunity, and a limited pipeline with no significant new customers added in the year. In addition, the QAS Technology contract for the Ofsted transition concluded in the year. The impact of these are discussed in more detail in the Segmental Performance review.

Implementation services deliver the technical implementation of our software products at customer sites, typically working alongside customer teams. Implementation projects vary in length, and range from a small number of days, to more than two years for more complex projects. Revenues are typically based on day rate fees, although we sometimes operate under fixed fee contracts for defined implementation scopes. Revenue was consistent with last year at GBP13.9m (2017: GBP14.2m adjusted; GBP14.8m reported) reflecting an ongoing level of implementation work, with new customer wins replacing implementations completed in the year, supplemented by steady level of enhancement work across many customers.

Support & Maintenance fees in the period were GBP32.9m (2017: GBP32.5m adjusted; GBP33.5m reported), an increase of 1.1%. This reflects the strong retention rates in our customer base and their ongoing commitment to Tribal solutions.

Cloud services cover the provision of managed IT services and hosting services to customers to manage their Tribal products either on premise, in a private cloud, or in a public cloud. We are seeing increasing demand in this area particularly from our Higher Education customers as they consider migrating their systems into the cloud. Revenue has grown by 42.6% to GBP5.6m (2017: GBP4.0m adjusted; GBP4.0m reported).

Other software & related services include revenue from the conferences that Tribal provides to customers in the Higher Education and Further Education sectors, and research and development tax credits (RDEC) received in the UK in relation to product development work undertaken.

Annually Recurring Revenue, comprising Support & Maintenance Fees and Cloud Services, increased by 5.6% to GBP38.5m (2017: GBP36.5m adjusted: GBP37.5m reported), representing 63.6% of Software & Related revenue and 45.2% of total Group revenue.

Non-software related services

Non-software related sales relate to the Quality Assurance Solutions and i-graduate lines of business only.

School inspections & related services covers all products and services offered by the QAS line of business. The business operates globally with sales in the UK, North America, the Middle East, Australia and New Zealand. Inspection services are provided to government and non-government bodies in the UK, US and Middle East, these tend to be multi-year contracts with fixed and variable pricing elements. Related complementary services include training for prospective quality assurance inspectors, training and software tools for school leaders to prepare for inspections, online professional development tools for teachers to enhance their professional development, and other similar offerings.

Surveys & data analytics covers all products and services offered by the i-graduate line of business, this includes a range of services for managers of universities, colleges and schools to assess and enhance the quality of education they provide and improve their operational performance. These services are provided globally, the largest product being the International Student Barometer which is performed annually for each of the Northern and Southern hemispheres.

Information management services is a complementary consultancy service providing advice on information and records management including General Data Protection Regulation (GDPR) compliance which came into force in May 2018.

Segmental performance

Student Information Systems (SIS)

                                    Adjusted             Reported 
 GBP'm                      2018      2017     Growth      2017 
 Revenue                    57.0      58.8     (3.1)%      60.0 
                           ------  ---------  --------  --------- 
 License & Development 
  Fees                       6.5      9.1      (28.8)%     8.7 
                           ------  ---------  --------  --------- 
 Support & Maintenance 
  Fees                      31.7      31.1      1.9%       32.1 
                           ------  ---------  --------  --------- 
 Implementation Services    13.6      13.7     (0.7)%      14.2 
                           ------  ---------  --------  --------- 
 Cloud Services              4.5      3.5       26.2%      3.6 
                           ------  ---------  --------  --------- 
 Other Services              0.7      1.4      (51.8)%     1.4 
                           ------  ---------  --------  --------- 
 Adjusted Operating 
  Profit                    16.5      17.4     (5.4)%      17.6 
                           ------  ---------  --------  --------- 
 Adjusted Operating 
  Margin                    28.9%    29.7%     (0.8)pp    29.3% 
                           ------  ---------  --------  --------- 

Student Information Systems revenue decreased by 3.1% to GBP57.0m (2017: GBP58.8m adjusted; GBP60.0m reported). Operating profit decreased by 5.4% to GBP16.5m (2017: GBP17.4m adjusted; GBP17.6m reported) and operating margin decreased to 28.9% (2017: 29.7% adjusted; 29.3% reported).

The adoption of IFRS 15 "Revenue from Contracts with Customers" in the year resulted in software license revenue being recognised over the duration of the project implementation period on a percentage completion basis, the greatest impact being on sales to the Higher Education market, which typically have implementation periods of two years or more.

The impact to 2018 statutory results of IFRS 15 to is two-fold. Firstly, revenue from license sales in previous years where the related implementation work was still ongoing in 2018 has been rephased such that GBP0.9m of previously recognised revenue is reported in 2018 results. Secondly, revenue from new licenses sold in the year with implementation periods that run into future years is no longer recognised up front and is now spread across the implementation periods, such that of the GBP4.0m of new licenses sales in the year only GBP1.6m was recognised in 2018 results. The net impact to 2018 results is a reduction in revenue of GBP1.5m.

Overall activity for the replacement or enhancement of student management systems in the UK and the wider European region has remained strong and we continue to see a positive pipeline of new opportunities. Since 2016 Tribal has displaced over 20 competitive student information systems and replaced four home grown solutions in universities.

In the Higher Education market Tribal won four major new customers in the year, replacing competitor systems to implement SITS. These were at the University of Portsmouth and Canterbury Christ Church University (CCCU) in the early part of the year, and at St Mary's University Twickenham and Ravensbourne University London towards the end of the year.

Demand for implementation services has remained high, and implementation work commenced at the University of Portsmouth and CCCU, with significant ongoing implementations at the University of Bristol, the University of Sheffield, the University of Hull, the University of the Arts London, Glasgow Caledonian University, King's College London, the University of Warwick and the University of Wales Trinity St. David.

In Asia Pacific, we have continued to see strong performance from our existing contracts in Higher Education. Our Callista business entered the second year of a four year renewal, and continues to perform well with annualised support and delivery revenues in excess of AUD14m. There was also increased demand for technical developments outside the scope of the core renewal.

Within the SITS product market, we saw implementation work commence in Malaysia at the University of Malaya and the implementations at Universiti Teknologi Petronas (UTP) and Institut Teknologi Petroleum Petronas (INSTEP) were successfully concluded. Key clients in the New Zealand market including Massey University added additional consultancy and implementation revenues to the business showing strength in this market. We have, though, seen a significant slowdown in the opportunities available to tender, and no new university customers were gained in 2018. This situation continues into 2019.

There was increased demand for Cloud services across all student management products, up 26%, with a growing trend for systems and applications to be managed in the Cloud (either a Private Cloud in a data centre or the Public Cloud), rather than managed On Premise by an in-house IT team. All of the four new universities won in 2018 elected to have provision of their SITS software from the Cloud.

With continued very high Support & Maintenance renewal rates and the strong performance in student information systems in the UK, the Annually Recurring Revenue in SIS, which relates to Support & Maintenance and Cloud services, has increased nearly 5% to GBP36.2m (2017: GBP34.6m adjusted; GBP35.7m reported) and represents almost 64% of SIS revenue.

In the Further Education market Tribal continued to compete successfully in the UK with a succession of wins with colleges and councils (providing adult education facilities), and a major win at Colleges Northern Ireland (CNI) to implement ebs in all six Further Education colleges, with implementation expected to last 18 months, a significant increase in scope compared to previous deals in this sector.

Following the introduction of the UK Apprenticeship Levy in 2017 the Work-based Learning market has been challenging, however we started to see increased interest in our work-based learning product, Maytas, through the second half of the year as employers increased their understanding of the levy process and sought to access their contributions. This culminated in a major win in January 2019 with Sopra Steria to implement our Maytas work-based learning product at the CITB (Construction Industry Training Board).

In the Further Education / Vocational Learning sectors in Asia Pacific, we have seen a slowdown in revenue, which is expected to continue into 2019. We completed the first deployment of a cloud-based ebs platform in region to English Language Partners in New Zealand (ELPNZ) and enhancement works were delivered to several key clients including TAS TAFE and several NZ FE clients. Successful deployment of the Campus solution to South Australian Department of Education, and Auckland Institute of Studies (AIS) was also completed during 2018, bringing major deployments of that product to conclusion.

However, a number of key contracts managed from Australia have reached a level of maturity where the customer investment has reduced to a steady state of support and maintenance of the current product with limited investment in building further functionality at this point. This includes the British Council where we successfully concluded the global rollout of a customised version of the Campus product across 47 countries and all British Council sites in April 2018, with further delivery of customised reporting services throughout the year.

As noted in 2017, the 138 TAFEs (Technical & Further Education) in New South Wales, Australia continued to utilise our support and enhancement services throughout 2018, which will continue into 2019 until they complete their migration to a new student management system, expected in the second half of the year, when revenues from this account will cease.

In the Schools sector, we successfully concluded the key releases of software for our ebs student management system across 2200 schools in the Student Administration and Learning Management (SALM) programme in New South Wales, Australia. The contract will now continue at a lower revenue level, as the ebs implementation is reaching a level of completeness, and the Department of Education has confirmed it will not be implementing the Tribal Timetabling solution.

Our other schools product, SchoolEdge, is used by over 1800 schools in Australia. There was a 90% retention rate across these schools, including a large number of the 800 dioceses schools previously earmarked for movement onto their own student management system platform. The migration is expected to take place over the next two years to the end of 2020. We will continue to receive revenue from school's prior to their migration and a one off following migration and will work with the Dioceses to ensure smooth migration.

At the end of 2018, the Group decided to complete development of the existing core modules, and cease the development of further modules. The focus will then be on driving revenue in the existing customer base through upgrades to the newly released modules. As a result of this decision, there is a charge of GBP1.4m, which includes an impairment charge of GBP1.0m against capitalised development costs relating to the work done on further modules which may now not be completed, and a restructuring charge of GBP0.4m relating to the reduction in headcount in SchoolEdge product development, which was announced in December, and took effect at the end of January 2019.

Quality Assurance Solutions (QAS)

 GBP'm                      2018      2017     Growth             2017 
 Revenue                    16.7      15.2      10.2%            17.8 
                           ------  ---------  --------       ------------ 
 School Inspections 
  & Related Services        16.4      14.5      12.8%            17.1 
                           ------  ---------  --------       ------------ 
 Technology Services 
  (License & Development 
  Fees)                      0.3      0.7      (48.1)%            0.7 
                           ------  ---------  --------       ------------ 
 Adjusted Operating 
  Profit                     3.7      3.0       23.7%             4.4 
                           ------  ---------  --------       ------------ 
 Adjusted Operating 
  Margin                    22.2%    19.7%      2.5pp            24.8% 
                           ------  ---------  --------       ------------ 

1. Includes the Ofsted "Early Years" contract which ended in March 2017 representing Revenue of GBP2.4m and Adjusted Operating Profit of GBP1.1m

Quality Assurance Solutions revenue increased by 10.2% to GBP16.7m (2017: GBP15.2m adjusted; GBP17.8m reported). Operating profit increased by 23.7% to GBP3.7m (2017: GBP3.0m adjusted; GBP4.4m reported) and operating margin increased to 22.2% (2017: 19.7% adjusted; 24.8% reported).

As previously noted, the core Ofsted "Early Years" successfully concluded in March 2017 following the decision by Ofsted to take the work back in-house. To allow clear year on year comparability the 2017 results in this review have been adjusted to exclude Ofsted income resulting in a decrease in 2017 Reported Revenue of GBP2.4m and a decrease to Adjusted Operating Profit of GBP1.1m. The adjusted results are shown on a constant currency basis however there is no impact from IFRS 15 "Revenue from Contracts with Customers".

The QAS revenue grew by 10.2%, excluding the Ofsted Early Years revenue (2018: GBPnil; 2017: GBP2.4m). This contract had successfully concluded at the end of March 2017, following a decision by Ofsted to take school inspections back in house.

The strong performance in QAS was supporting by the high win rate of over 80% on bids. During the year, we successfully rebid an extension of the NCETM contract (National Centre for the Excellence in the Teaching of Mathematics), and, in partnership with MEI (Mathematics in Education and Industry), won the contract to deliver the Advanced Maths Support Programme (AMSP), a national programme designed to increase the maths education levels of our population and better prepare young people for apprenticeships, work, and higher education.

QAS were also chosen by the Department for Education (DfE) to provide quality assurance of the new gold-standard National Professional Qualifications (NPQ). The contract will ensure qualifications are independently verified, nationally consistent, and of the highest quality across the country. The contract has been agreed for an initial three-year period, worth up to GBP2 million per year.

In the USA, we won an extension to the New York State Education Department contract (NYSED), and in the Middle East, successfully concluded tranches of the Dubai Ministry of Education private schools inspection contract, and the schools inspection contract in Abu Dhabi with ADEK (The Department of Education and Knowledge).

QAS also developed a software application as a platform to manage the Ofsted inspections following the decision to take the work back in-house; this is shown in the table as Technology Services (License & Development Fees). This activity continued until August 2018, when Ofsted completed the implementation of its own application.

The adjusted operating margin was 22.2% (2017: 19.7%), remaining consistent within the low 20s percent margin expectations from the QAS business.

i-graduate and Other

                                    Adjusted             Reported 
 GBP'm                      2018      2017     Growth      2017 
 Revenue                     6.4      7.0      (8.4)%      7.1 
                           ------  ---------  --------  --------- 
 i-graduate - Surveys 
  & Data Analytics           2.6      3.0      (13.6)%     3.1 
                           ------  ---------  --------  --------- 
 Information Management 
  Services                   0.5      1.0      (50.4)%     1.0 
                           ------  ---------  --------  --------- 
 Assets management 
  and software solutions 
  (Software Related 
  Services)                  3.3      3.0       11.4%      3.0 
                           ------  ---------  --------  --------- 
 Adjusted Operating 
  Profit                     1.3      1.0       26.4%      1.1 
                           ------  ---------  --------  --------- 
 Adjusted Operating 
  Margin                    19.8%    14.4%      5.4pp     15.0% 
                           ------  ---------  --------  --------- 

i-graduate and Other revenue fell by 8.4% to GBP6.4m (2017: GBP7.0m adjusted; GBP7.1m reported). Operating profit increased by 26.4% to GBP1.3m (2017: GBP1.0m adjusted; GBP1.1m reported) and operating margin increased to 19.8% (2017: 14.4% adjusted; 15.0% reported).

The 2017 results are shown on a constant currency basis to allow clear year on year comparability and there is no impact from IFRS 15 "Revenue from Contracts with Customers".

The revenue for i-graduate Surveys & Data Analytics fell by 13.6% to GBP2.6m (2017: GBP3.0 adjusted; GBP3.1m reported). The key offering in this business is the International Student Barometer operated across the Northern and Southern hemispheres; the window for accepting applications for the Northern hemisphere barometer which operates across the 2018/2019 academic year was extended compared to the previous year and this resulted in lower income recognition in 2018, although the total income is expected to be comparable to the previous year and will be recognised as the barometer concludes in 2019.

The i-graduate business also ran the annual Destination for Leavers from Higher Education (DLHE) survey on behalf of HESA (Higher Education Standards Agency). In early 2018 the contract was not renewed as HESA adopted a different approach to managing the survey.

The management of i-graduate was restructured at the end of 2018, and integrated into the QAS management. From 2019, the combined QAS and i-graduate student surveys become a single line of business (segment) called Education Services.

As expected, the revenue in our information management services business, Information Matters, fell to GBP0.5m (2017: GBP1.0m adjusted; GBP1.0m reported). The business's largest customers in the oil & gas and consumer goods sectors have ceased their requirements or taken the work in house. We continue to offer information and records management consultancy and seen a good demand for advice on General Data Protection Regulation (GDPR) compliance which came into force in May 2018.

The revenue from other non-core business, Asset Management (K2) and Software Solutions, increased by 11.4% to GBP3.3m (2017: GBP3.0m adjusted; GBP3.0 reported). These businesses operate profitably and continue to be supported, although there is limited investment in future development of the solutions and little proactive sales and marketing activity.

Product Development

 GBP'm                     2018     2017     Change 
 Product Development       11.2     10.9      3.3% 
                          -----  ---------  -------- 
 Of which capitalised      4.1      2.1       96.1% 
                          -----  ---------  -------- 
 - Tribal Edge             3.7      1.1      229.0% 
                          -----  ---------  -------- 
 - SchoolEdge              0.4      1.0      (53.9)% 
                          -----  ---------  -------- 
 Net adjusted operating 
  profit charge (1)        7.1      8.8      (19.1)% 
                          -----  ---------  -------- 
 - SITS                    2.3      1.9       19.7% 
                          -----  ---------  -------- 
 - ebs                     1.8      1.9      (6.6)% 
                          -----  ---------  -------- 
 - Maytas                  0.4      0.6      (32.1)% 
                          -----  ---------  -------- 
 - SchoolEdge              1.0      1.2      (10.2)% 
                          -----  ---------  -------- 
 - Other                   1.6      3.2      (50.4)% 
                          -----  ---------  -------- 
 Including amortisation 
  of                       1.4      1.4      (1.7)% 
                          -----  ---------  -------- 

1. Excludes impairment charge of GBP1.0m (2017: GBPnil).

Non-client funded Product Development spend was GBP11.2m, of which GBP4.1m was capitalised (2017: GBP10.9m spent, GBP2.1m capitalised). The net income statement charge after removing capitalised spend decreased by 19.1% to GBP7.1m (2017: GBP8.8m).

The Group continued to invest in the Tribal Edge platform, the next generation, cloud-based platform for student information systems in the Higher Education and Further Education & Colleges sectors. Capitalised Product Development spend increased to GBP3.7m (2017: GBP1.1m) as the Tribal Edge development team matures to full capacity through recruitment or reskilling from other roles.

The investment in SchoolEdge, the Group's student information system for schools, was GBP0.5m of capitalised Product Development spend (2017: GBP1.0m) and completed the development of the core set of SchoolEdge modules. At the end of the year management decided to cease product development work on additional modules until the value of the core modules was demonstrated through a successful program of upgrading existing customers to the completed modules. Accordingly, an impairment charge of GBP1.0m was incurred for work already undertaken on the additional modules, and a further charge of GBP0.4m was taken for restructuring of the SchoolEdge development team.

The Group continued to undertake client funded product development work in relation to the Callista student management system on behalf of a group of 11 universities in Australia.

Geographic revenue

                                                   IFRS15     Pre IFRS15 
                                                  excluding    excluding 
                            Adjusted               Ofsted       Ofsted     Reported 
 GBP'm               2018     2017     Growth       2017         2017        2017 
 Revenue             80.1     81.0     (1.2)%       82.9         82.5        84.9 
                    -----  ---------  --------  -----------  -----------  --------- 
 UK                  42.6     36.2      17.5%       36.3         36.8        39.2 
                    -----  ---------  --------  -----------  -----------  --------- 
 Asia Pacific        27.8     32.9     (15.6)%      34.6         33.7        33.7 
                    -----  ---------  --------  -----------  -----------  --------- 
 Rest of world(1)    9.7      11.9     (18.2)%      12.0         12.0        12.0 
                    -----  ---------  --------  -----------  -----------  --------- 

1. Including USA, Canada and Middle East

Tribal's key geographic markets are the UK (53% of total revenue), Asia Pacific including Australia, New Zealand and Malaysia (35%); and, North America and the rest of the world including Middle East (12%).

UK revenues increased 17.5% due to significant new customers in both Higher Education and Further Education together with new contract wins for QAS.

Asia Pacific revenues reduced by 15.6%, primarily due to larger implementations coming to an end in the year, a limited pipeline for new implementations as well as reduced sales in the schools market.

Revenue for the Rest of the world reduced by 18.2%, due to the conclusion of larger QAS contracts in the Middle East and the timing of ongoing work which was delayed into 2019.

Key Performance Indicators (KPIs)

                                          Adjusted               Reported 
                                2018         2017      Growth       2017 
 Revenue                      GBP80.1m    GBP81.0m     (1.1)%    GBP84.9m 
                             ----------  ----------  ---------  ---------- 
 Adjusted Operating           GBP10.8m     GBP7.3m     46.9%      GBP8.5m 
                             ----------  ----------  ---------  ---------- 
 Adjusted Operating 
  Margin                        13.5%       9.1%       4.4pp       10.1% 
                             ----------  ----------  ---------  ---------- 
 Annually Recurring           GBP38.5m    GBP36.5m      5.6%     GBP37.5m 
  Revenue (ARR) 
                             ----------  ----------  ---------  ---------- 
 Sales Order Backlog          GBP121.6m   GBP120.1m     1.2%     GBP120.4m 
                             ----------  ----------  ---------  ---------- 
 Operating Cash Conversion      132%        152%      (20.0)pp     130% 
                             ----------  ----------  ---------  ---------- 
 Free Cash Flow                GBP8.8m     GBP8.0m     10.0%      GBP8.0m 
                             ----------  ----------  ---------  ---------- 
 Staff Retention                89.0%       87.0%      9.0pp       87.0% 
                             ----------  ----------  ---------  ---------- 
 Revenue / Average            GBP91.7k    GBP97.8k     (6.2)%     GBP104k 
                             ----------  ----------  ---------  ---------- 

Sales Order Backlog

The sales order backlog relates to the total value of orders which have been signed on or before, but not delivered by, 31 December 2018. This is reported on an IFRS 15 basis, including the restatement of 2017, and represents the best estimate of business expected to be delivered and recognised in future periods, and includes 2 years of Support & Maintenance revenue. At 31 December 2018 this increased to GBP121.6 (2017: GBP120.1m adjusted; GBP120.4m reported).

Annually Recurring Revenue (ARR)

The Annually Recurring Revenue (ARR) includes Support & Maintenance fees paid on all software and, from December 2017, our Cloud hosting services, as detailed in the 2017 Annual Report and Accounts. The 2017 ARR is restated to include Cloud hosting services. Overall the Annually Recurring Revenue total increased by 5.6% to GBP38.5m (2017: GBP36.5m adjusted; GBP37.5m reported).

Operating cash conversion

Operating cash conversion is calculated as net cash from operating activities before tax as a proportion of adjusted operating profit. In 2018, operating cash conversation was 132% (2017: 130% reported).

Free cash flow

Free cash flow is included as a key indicator of the cash that is generated by the Group and available for further investment or distribution. It is calculated as net cash from operating activities less capital expenditure and less capitalised development costs (excluding acquired intellectual property). In 2018, free cash flow was GBP8.8m (2017: GBP8.0m reported).

Headcount and staff retention

                         2018   2017   Change 
 Headcount               900    850     5.9% 
                        -----  -----  -------- 
 UK                      581    542     7.2% 
                        -----  -----  -------- 
 Asia Pacific            302    287     5.2% 
                        -----  -----  -------- 
 Rest of world(1)         17     21    (19.0)% 
                        -----  -----  -------- 
 Full Time Equivalent 
  (FTE)                  873    820     6.5% 
                        -----  -----  -------- 

1. Including USA, Canada and Middle East

Our overall workforce has increased by 5.9% to a total headcount of 900, up from 850 at 31 December 2017. This follows a 22% headcount reduction in the previous year to a headcount of 850 from 1,089 the previous year.

The total Full Time Equivalent (FTE) headcount has increased by 53 FTEs to 873 (2017: 820 FTEs). Nearly half of the UK increase is due to increased delivery headcount to support additional work in QAS and in Higher Education. There was also a net increase of nearly 30 heads, as the Group continues its investment in the Tribal Edge platform.

The Revenue per Average FTE metric is impacted by the adoption of IFRS 15, and is GBP91.7k for 2018 (2017: GBP97.8k adjusted; GBP104.0k reported). On an operational headcount basis (excluding Product Development), the revenue per FTE for 2018 is GBP100.0k (2017: GBP109.0k)

We note, though, that despite the extent of change within the Group, our staff retention has improved to 89% (2017: 87%).

One off movements

There were a number of one-off impacts to the 2018 profit, although the overall impact was not material.

Trade receivables were significantly reduced in the year following a very strong collections performance including older debts which had been previously provided for, this resulted in a one off provision release of GBP0.9m.

The Group continued to rationalise its office estate in the year by reducing space or exiting certain offices, the dilapidations and onerous lease exposure was lower than expected giving a benefit of GBP0.5m.

A charge of GBP0.2m was taken as contingency against revenue on ongoing contracts to account for delays in contract performance and timing of delivery; the assessment of debtor recoverability on these contracts is referenced to the revenue contingency.

The Group exited its current data centre in the year and, working in partnership with Rackspace, migrated existing customers into either a Rackspace data centre or into a Public Cloud provider. During the migration there was a duplication of costs of GBP0.5m.

Items excluded from adjusted profit figures

Certain items not directly related to the trading business or regarded as exceptional in nature are removed from the adjusted profit figure and disclosed as "Other Items" on the Income Statement to provide greater understanding of the Group's underlying performance. The main adjustments are as follows:

Share based payments

In 2018, share based payment charges (including employer related taxes) totalled GBP2.3m (2017: GBP1.7m), and are excluded from the Adjusted operating profit.

The charges in the current year relate to the matching shares granted as part of the rights issue and share subscriptions in 2016 (GBP0.6m) and the Long Term Incentive Plan options (LTIPs) which were granted to the executive and senior management teams in 2016, 2017 and 2018 (GBP1.7m).

Amortisation of IFRS 3 intangibles

The amortisation charge in relation to IFRS 3 intangible assets of GBP1.8m (2017: GBP2.0m) arose from separately identifiable assets recognised as part of previous acquisitions. The assets principally relate to software and customer relationships and are amortised over their expected life which was determined in the year the acquisition took place.

Restructuring and associated costs

These costs relate to the restructuring of the Group's operations and the charge for the year is GBP1.0m (2017: GBP1.0m). The original programme initiated in 2016 completed in the early part of the year with a further GBP0.3m of cost. At the end of the year the Group announced the restructure of the management of its i-graduate business in the UK and the SchoolEdge development team in Asia Pacific, a provision for costs to be incurred in 2019 of GBP0.7m was set up.

Net cash and cashflow

 GBPm                                  2018    2017    Growth 
 Net cash from operating activities     14.2    11.1      3.1 
                                      ------  ------  ------- 
 Net cash outflow from investing 
  activities                           (6.2)   (5.5)    (0.7) 
                                      ------  ------  ------- 
 Net cash outflow from financing 
  activities                           (1.9)   (0.1)    (1.8) 
                                      ------  ------  ------- 
 Net increase in cash & cash 
  equivalents                            6.1     5.5      0.6 
                                      ------  ------  ------- 
 Cash & cash equivalents at 
  beginning of the year                 14.1     8.8      5.3 
                                      ------  ------  ------- 
 Cash & cash equivalents at 
  end of period                         20.2    14.3      5.9 
                                      ------  ------  ------- 
 Less: Effect of foreign exchange 
  rate changes                         (0.2)   (0.2)        - 
                                      ------  ------  ------- 
 Net cash & cash equivalents 
  at end of period                      20.0    14.1      5.9 
                                      ------  ------  ------- 

Net cash at 31 December 2018 was GBP20.0m (2017: GBP14.1m).

Operating cash inflow for the period was GBP14.2m (2017: GBP11.1m). The working capital movement increased to GBP3.1m (2017: GBP0.2m), as a result of strong cash management including a significant reduction in trade debtors.

Cash outflow from investing activities was GBP6.2m (2017: GBP5.5m). The Group rationalised its office space during the year, exiting certain locations and reducing foot space elsewhere; this has however resulted in an increase to capital expenditure, primarily due to fit out costs, as well as ongoing spend on equipment costs (2018: GBP1.2m; 2017: GBP0.8m). Spend on product development increased to GBP4.2m (2017: GBP3.6m including GBP1.25m on acquired intellectual property). The Group made a payments of GBP0.8m for deferred consideration (2017: GBP1.2m), of which GBP0.5m was the final payment in respect of the acquisition of Sky Software Pty (Campus) and GBP0.3m the second payment in relation to intellectual property acquired in 2017.

Cash outflow from financing activities increased to GBP1.9m (2017: GBP0.1m) as the Group resumed the payment of dividends in the year with GBP1.8m returned to shareholders.

There was an adverse impact of foreign exchange movement of GBP0.2m (2017: GBP0.2m).

Finance costs and funding arrangements

Net finance costs reduced to GBP0.1m in the year (2017: GBP0.2m) as the Group reduced the size of its revolving credit facility prior to the conclusion of the loan agreement in June 2018.

In November 2018 the Group agreed a UK overdraft of GBP2.0m to assist with the management of working capital.

Shareholders returns and dividends

The Board has proposed a full year dividend of 1.1p per share (2017: 1.0p per share), pending approval at the AGM on 24 April 2019, reaffirming its intention to continue a progressive dividend policy, with a single dividend payment each year following annual results. The anticipated payment date is 29 May 2019, with an associated record date of 3 May 2019 and ex-dividend date of 2 May 2019.

Going concern

Tribal had net cash of GBP20.0m at the end of 2018 including an undrawn UK overdraft of GBP2.0m.

The Group's software products benefit from a significant installed customer base, whilst its other activities are typically delivered under the framework of long-term contracts. Collectively, the Group has a range of customers across different geographic areas, good levels of committed income and a pipeline of new opportunities. While the Group has a net current liability position, this has improved since 2017 and the Group's forecasts and projections, which allow for reasonable possible changes in trading performance, show that the Group will be cash generative across the forecast period.

The Directors have a reasonable expectation that the Group has sufficient financial resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.


The corporation tax on continuing operations was GBP1.9m (2017: GBP1.8m) and the adjusted effective tax rate was 21% (2017: 21%). This includes the impact of higher rates of taxation arising in overseas jurisdictions.

As the Group continues to operate in international jurisdictions with a higher rate of corporation tax, it is anticipated that the tax charges on profits in the near- to medium-term future is likely to be higher than the standard rate of UK corporation tax.

Share options and share capital

On 26 March 2018, 3,975,000 share options were granted to senior management, excluding Ian Bowles and Mark Pickett. On 22 May 2018, 590,452 nil-cost share options were granted to Ian Bowles and Mark Pickett as part of their ongoing remuneration.

As at 31 December 2018, there were 196,051,181 shares issued (2017: 196,051,181).

Related parties

Transactions with related parties during the period are set out in note 32 of the full financial statements.

Earnings per share (EPS)

Adjusted diluted earnings per share from continuing operations before other costs and intangible asset impairment charges and amortisation, which reflects the Group's underlying trading performance, increased by 34% to 4.3p (2017: 3.2p).

Statutory earnings per share (diluted) increased by 54% to 2.0p (2017: 1.3p).

Pension obligations

The Group has two defined benefit pension schemes for former employees as a consequence of historic contract awards. The largest scheme relates to the Ofsted Early Years inspection contract we entered during the year ended December 2010. This contract expired in March 2017, and those individuals working directly on the contract were transferred to Ofsted, under the Transfer of Undertakings (Protection of Employment) act (TUPE). Under the terms of the contract, a number of individuals elected to transfer their pension plan from Tribal to Ofsted. This process was concluded in 2018 and resulted in a transfer of GBP3.6m of assets and GBP4.0m of liabilities.

Across the remaining pensions schemes, the combined deficit calculated under IAS19 at the end of the year totalled GBP1.0m (2017: deficit of GBP1.7m), with gross assets of GBP6.8m and gross liabilities of GBP7.8m (2017: GBP11.0m and GBP12.7m respectively). Total actuarial gains recognised in the consolidated statement of comprehensive income are GBP0.4m (2017: GBP0.1m).


Financial risks

The main financial risks the Group faces relate to the continued sales of our software, where a trading downturn puts a strain on the operating cash flow, credit risk arising from contractual delays or scope changes, fluctuations in interest rates, and foreign exchange risk.

Operating cash flow risk

The Group benefits from significant annually recurring revenue which is received through out the year. A 12 month rolling cash flow forecast is updated on a monthly basis to help identify any risk in future operating cash flows.

Credit risk

The credit risk arising from contractual delays or scope changes is reviewed monthly by the PLC Board. The Group seeks to reduce the risk of bad debts arising from non-payment by our customers. This risk is closely monitored by the Credit & Collections team, which form part of Group Finance. Tribal incurred no material bad debts during 2018.

Interest rate risk

At the end of 2018, Tribal had no bank loan indebtedness. However, the Group is exposed to interest rate risk because entities in the Group borrow funds at floating interest rates. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, and forward rate agreements and interest swaps may be used, where appropriate, to achieve the desired mix of fixed and floating rate debt. There are no open derivative financial instruments at the year end.

Foreign exchange risk

Tribal's reporting currency is Sterling. A number of its subsidiaries have different functional currencies, so increases and decreases in the value of Sterling versus the currency used by the Group's international operations will affect its reported results, and the value of assets and liabilities on the consolidated balance sheet. Tribal's principal currency exchange exposure is to the Australian dollar although as at 31 December 2018, the Group was also exposed to movements in the rates between Sterling and the US dollar, United Arab Emirates Dirhams, South African Rand, and New Zealand dollar.

The Group Finance team oversees management of foreign exchange risk, and policies and procedures approved by the Board.

Effect of the decision of the UK to exit the European Union (Brexit)

We do not expect the decision of the UK to exit the European Union (Brexit) to have an adverse impact in the short-term demand for student information systems, and the longer term potential impact remains to be seen and is dependent upon the final exit terms agreed. The Group has seen fluctuations in exchange rates during the Brexit process and any strengthening in the value of Sterling would have an adverse impact on earnings. There are a small number of contracts with customers based in the European Union; however, the loss of these contracts would not have a material impact on the Group. The Group also employs a number of European Union nationals but they do not form a significant part of the workforce.

Mark Pickett

Chief Executive Officer

Consolidated Income Statement

For the year ended 31 December 2018

                                                        Year ended                           Year ended 
                                         Other items   31 December            Other items   31 December 
                                           (see note          2018              (see note          2017 
                               Adjusted           5)         Total  Adjusted           5)         Total 
                         Note   GBP'000      GBP'000       GBP'000   GBP'000      GBP'000       GBP'000 
-----------------------  ----  --------  -----------  ------------  --------  -----------  ------------ 
Continuing operations 
Revenue                   3      80,062            -        80,062    84,918            -        84,918 
Cost of sales                  (40,837)            -      (40,837)  (42,401)            -      (42,401) 
-----------------------  ----  --------  -----------  ------------  --------  -----------  ------------ 
Gross profit                     39,225            -        39,225    42,517            -        42,517 
Total administrative 
 expenses                      (28,430)      (6,212)      (34,642)  (33,975)      (4,815)      (38,790) 
-----------------------  ----  --------  -----------  ------------  --------  -----------  ------------ 
Operating profit          4      10,795      (6,212)         4,583     8,542      (4,815)         3,727 
Investment income         6          46            -            46        20            -            20 
Finance income/(costs)    7        (54)          274           220     (179)        (128)         (307) 
-----------------------  ----  --------  -----------  ------------  --------  -----------  ------------ 
Profit before tax                10,787      (5,938)         4,849     8,383      (4,943)         3,440 
Tax (charge)/credit       8     (1,873)        1,171         (702)   (1,757)          936         (821) 
-----------------------  ----  --------  -----------  ------------  --------  -----------  ------------ 
Profit attributable 
 to the owners of 
 the parent                       8,914      (4,767)         4,147     6,626      (4,007)         2,619 
-----------------------  ----  --------  -----------  ------------  --------  -----------  ------------ 
  Earnings per share 
-----------------------  ----  --------  -----------  ------------  --------  -----------  ------------ 
 Basic                    10       4.6p       (2.5)p          2.1p      3.4p       (2.1)p          1.3p 
-----------------------  ----  --------  -----------  ------------  --------  -----------  ------------ 
 Diluted                  10       4.3p       (2.3)p          2.0p      3.2p       (1.9)p          1.3p 
-----------------------  ----  --------  -----------  ------------  --------  -----------  ------------ 

All activities are from continuing operations.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2018

                                                          Year ended    Year ended 
                                                         31 December   31 December 
                                                                2018          2017 
                                                             GBP'000       GBP'000 
-----------------------------------------------------   ------------  ------------ 
Profit for the year                                            4,147         2,619 
Other comprehensive (expense)/income: 
Items that will not be reclassified subsequently 
 to profit or loss: 
Remeasurement of defined benefit pension 
 schemes                                                         430            55 
Deferred tax on measurement of defined benefit 
 pension schemes                                                (73)           (9) 
Items that may be reclassified subsequently 
 to profit or loss: 
Exchange differences on translation of foreign 
 operations                                                    (792)         (436) 
------------------------------------------------------  ------------  ------------ 
Other comprehensive expense for the year 
 net of tax                                                    (435)         (390) 
Total comprehensive income for the year attributable 
 to equity holders of the parent                               3,712         2,229 
------------------------------------------------------  ------------  ------------ 

Consolidated Balance Sheet

As at 31 December 2018

                                                        2018      2017 
                                              Note   GBP'000   GBP'000 
--------------------------------------------  ----  --------  -------- 
Non-current assets 
Goodwill                                       11     20,517    21,113 
Other intangible assets                        12     12,718    13,863 
Property, plant and equipment                          1,762     1,577 
Deferred tax assets                                    3,776     4,004 
Contract assets                                           77       150 
--------------------------------------------  ----  --------  -------- 
                                                      38,850    40,707 
--------------------------------------------  ----  --------  -------- 
Current assets 
Trade and other receivables                    13     12,840    13,625 
Contract assets                                        3,750     4,851 
Current tax assets                                        73       106 
Deferred tax assets                                      228       271 
Cash and cash equivalents                             19,974    14,082 
--------------------------------------------  ----  --------  -------- 
                                                      36,865    32,935 
--------------------------------------------  ----  --------  -------- 
Total assets                                          75,715    73,642 
--------------------------------------------  ----  --------  -------- 
Current liabilities 
Trade and other payables                       14    (6,755)   (6,888) 
Accruals                                             (7,941)   (8,593) 
Contract liabilities                                (20,872)  (17,934) 
Current tax liabilities                              (1,097)   (2,573) 
Provisions                                             (879)   (1,250) 
--------------------------------------------  ----  --------  -------- 
                                                    (37,544)  (37,238) 
--------------------------------------------  ----  --------  -------- 
Net current liabilities                                (679)   (4,303) 
Non-current liabilities 
Other payables                                 14       (62)     (551) 
Deferred tax liabilities                               (713)   (1,276) 
Contract liabilities                                   (707)     (113) 
Retirement benefit obligations                       (1,002)   (1,718) 
Provisions                                             (213)     (194) 
--------------------------------------------  ----  --------  -------- 
                                                     (2,697)   (3,852) 
--------------------------------------------  ----  --------  -------- 
Total liabilities                                   (40,241)  (41,090) 
--------------------------------------------  ----  --------  -------- 
Net assets                                            35,474    32,552 
--------------------------------------------  ----  --------  -------- 
Share capital                                          9,803     9,803 
Share premium                                         15,539    15,539 
Other reserves                                        25,020    22,783 
Accumulated losses                                  (14,888)  (15,573) 
--------------------------------------------  ----  --------  -------- 
Total equity attributable to equity holders 
 of the parent                                        35,474    32,552 
--------------------------------------------  ----  --------  -------- 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2018

                                         Share     Share      Other  Accumulated     Total 
                                       capital   premium   reserves       losses    equity 
                                       GBP'000   GBP'000    GBP'000      GBP'000   GBP'000 
-----------------------------------   --------  --------  ---------  -----------  -------- 
At 1 January 2017                        9,769    14,989     20,879     (18,147)    27,490 
Profit for the year                          -         -          -        2,619     2,619 
Other comprehensive expense 
 for the year                                -         -          -        (390)     (390) 
Issue of equity share capital               34       550          -            -       584 
Charge to equity for share-based 
 payments                                    -         -      1,393            -     1,393 
Tax credit on charge to equity 
 for share-based payments                    -         -          -          345       345 
Transfer from other payables 
 for share-based payments                    -         -        511            -       511 
------------------------------------  --------  --------  ---------  -----------  -------- 
Contributions by and distributions 
 to owners                                  34       550      1,904          345     2,833 
------------------------------------  --------  --------  ---------  -----------  -------- 
Balance at 31 December 2017 
 as previously reported                  9,803    15,539     22,783     (15,573)    32,552 
Effect of IFRS 15                            -         -          -      (1,511)   (1,511) 
Tax effect of IFRS 15                        -         -          -          265       265 
------------------------------------  --------  --------  ---------  -----------  -------- 
Total Effect of IFRS 15                      -         -          -      (1,246)   (1,246) 
------------------------------------  --------  --------  ---------  -----------  -------- 
Balance as at 31 December 2017 
 restated                                9,803    15,539     22,783     (16,819)    31,306 
Profit for the year                          -         -          -        4,147     4,147 
Other comprehensive expense 
 for the year                                -         -          -        (435)     (435) 
Equity dividend paid                         -         -          -      (1,952)   (1,952) 
Charge to equity for share-based 
 payments                                    -         -      2,265            -     2,265 
Foreign exchange difference 
 on share-based payments                     -         -       (28)            -      (28) 
Tax credit on charge to equity 
 for share-based payments                    -         -          -          171       171 
------------------------------------  --------  --------  ---------  -----------  -------- 
Contributions by and distributions 
 to owners                                   -         -      2,237      (1,781)       456 
------------------------------------  --------  --------  ---------  -----------  -------- 
At 31 December 2018                      9,803    15,539     25,020     (14,888)    35,474 
------------------------------------  --------  --------  ---------  -----------  -------- 

Consolidated Cash Flow Statement

For the year ended 31 December 2018

                                                             Year ended    Year ended 
                                                            31 December   31 December 
                                                                   2018          2017 
                                                     Note       GBP'000       GBP'000 
---------------------------------------------------  ----  ------------  ------------ 
Net cash from operating activities                    15         14,241        11,117 
---------------------------------------------------  ----  ------------  ------------ 
Investing activities 
Interest received                                                    46            20 
Purchases of property, plant and equipment                      (1,203)         (803) 
Expenditure on intangible assets                                (4,217)       (3,559) 
Payment of deferred consideration for acquisitions                (826)       (1,157) 
---------------------------------------------------  ----  ------------  ------------ 
Net cash outflow from investing activities                      (6,200)       (5,499) 
---------------------------------------------------  ----  ------------  ------------ 
Financing activities 
Interest paid                                                       (1)         (101) 
Equity dividend paid                                            (1,952)             - 
Repayment of borrowings and loan arrangement 
 fees                                                                 -          (25) 
---------------------------------------------------  ----  ------------  ------------ 
Net cash used in financing activities                           (1,953)         (126) 
---------------------------------------------------  ----  ------------  ------------ 
Net increase in cash and cash equivalents                         6,088         5,492 
Cash and cash equivalents at beginning of 
 year                                                            14,082         8,833 
Effect of foreign exchange rate changes                           (196)         (243) 
---------------------------------------------------  ----  ------------  ------------ 
Cash and cash equivalents at end of year                         19,974        14,082 
---------------------------------------------------  ----  ------------  ------------ 

Notes to the Financial Statements

1. General information

The basis of preparation of this preliminary announcement is set out below.

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2018 or 2017,but is derived from those accounts. Statutory accounts for 2017 have been delivered to the Registrar of Companies and those for 2018 will be delivered following the Company's annual general meeting. The auditor BDO LLP has reported on the statutory financial statements for the year ended 31 December 2018 and the audit report was unqualified.

Whilst the financial information included in this preliminary announcement has been completed in accordance with International Financial Reporting Standards (IFRSs), this announcement itself does not contain sufficient information to comply with IFRSs. The financial information has been prepared on the historical cost basis, except for financial instruments.

Copies of this announcement can be obtained from the Company's registered office at King's Orchard, 1 Queen Street, Bristol BS2 0HQ.

The full financial statements which comply with IFRSs will be posted to shareholders on or around 29 March 2019 and are available to members of the public at the registered office of the Company from that date, and are now available on the Company's website: www.tribalgroup.com.

2. Effect of new accounting standards

The Group adopted IFRS15 "Revenue from contracts with customers" with effect from 1 January 2018 using the modified retrospective method. License revenue is now recognised over the duration of the project Implementation period on a percentage completion basis. This has the effect of spreading the recognition of License revenue of the period of implementation, rather than immediate, upfront recognition as was policy under IAS 18. There are no changes to the timing of the recognition of Implementation or Support & Maintenance revenue.

The opening balance sheet at 1 January 2018 was restated for this change with a reduction of GBP1.3m to equity reserves and GBP0.2m to contract assets and increases of GBP1.5m to contract liabilities, GBP0.2m to deferred tax assets and GBP0.2m to prepayments.

The impact to revenue of the adoption of IFRS 15 in 2018 is a decrease of GBP1.5m; under the accounting policy before the adoption of IFRS 15, the revenue would have been GBP81.6m (2017: GBP82.3m excluding Ofsted) and adjusted operating profit GBP12.3m (2017: GBP7.4m excluding Ofsted).

The Group also adopted IFRS9 "Financial Instruments" with effect from 1 January 2018. Expected credit losses on trade receivables have been calculated using the simplified approach. Individual comparatives have not been restated. The loss allowances for financial assets are based on assumptions about risk of defaults and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation based on the Group's past history, existing market conditions as well as forward looking estimates at the end of each reporting period. The Group has applied the IFRS 9 simplified approach in measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. The restatement of trade receivables at 1 January 2018 on transition to IFRS 9 after applying the expected credit loss model was immaterial and therefore not recorded at that date.

The effects of adopting IFRS 15 and IFRS 9 for the year ending 31 December 2018 are as follows:

                                             31 Dec     31 Dec          31 Dec 
                                 31 Dec        2018       2018         2018 As 
                                2018 As      Effect     Effect      would have 
                               reported   of IFRS15   of IFRS9   been reported 
                                GBP'000     GBP'000    GBP'000         GBP'000 
----------------------------  ---------  ----------  ---------  -------------- 
Income Statement 
Revenue                          80,062       1,452          -          81,514 
Cost of Sales                  (40,837)        (90)          -        (40,927) 
----------------------------  ---------  ----------  ---------  -------------- 
Gross Profit                     39,225       1,362          -          40,587 
Administrative Expenses        (34,262)           -      (144)        (34,406) 
----------------------------  ---------  ----------  ---------  -------------- 
Operating Profit                  4,963       1,362      (144)           6,181 
----------------------------  ---------  ----------  ---------  -------------- 
Balance Sheet 
Trade and other receivables      12,840        (90)      (144)          12,606 
Contract assets                   3,827         941          -           4,768 
Contract liabilities           (21,579)         511          -        (21,068) 

3. Revenue for contracts with customers

The Group has split revenue into various categories which is intended to enable users to understand the relationship with revenue segment information provided in note 4.

                                                                      North America 
                                                                           and rest 
                                                                             of the 
                                           UK  Australia  Other APAC          world    Total 
31 December 2018                       GBP000     GBP000      GBP000         GBP000   GBP000 
------------------------------------  -------  ---------  ----------  -------------  ------- 
Licence and development fees            5,977        110         424           (21)    6,490 
Implementation Services                 6,534      4,107       2,436            479   13,556 
Support & Maintenance                  13,613     16,179       1,314            624   31,730 
Cloud Services                          3,639        715          25             87    4,466 
Other services                            450        229           1              -      680 
Schools inspections & other related 
 services (QAS)                         7,715          -         877          8,114   16,706 
i-graduate survey & data analytics      4,626        894         452            462    6,434 
------------------------------------  -------  ---------  ----------  -------------  ------- 
                                       42,554     22,234       5,529          9,745   80,062 
------------------------------------  -------  ---------  ----------  -------------  ------- 
                                                                      North America 
                                                                           and rest 
                                                                             of the 
                                           UK  Australia  Other APAC          world    Total 
31 December 2017                       GBP000     GBP000      GBP000         GBP000   GBP000 
------------------------------------  -------  ---------  ----------  -------------  ------- 
Licence and development fees            4,693         83         926             67    5,769 
Implementation Services                 5,651      8,790       2,722            663   17,826 
Support & Maintenance                  13,104     16,418       1,377            565   31,464 
Cloud Services                          2,867        642           6             60    3,575 
Other services                            135          1         245              6      387 
Schools inspections & other related 
 services (QAS)                         7,028          -         834          9,929   17,791 
i-graduate survey & data analytics      5,774        637       1,032            663    8,106 
------------------------------------  -------  ---------  ----------  -------------  ------- 
                                       39,252     26,571       7,142         11,953   84,918 
------------------------------------  -------  ---------  ----------  -------------  ------- 

Net contract assets/(liabilities)

                                                                  Contract            Contract 
                                                         Asset/(Liability)   Asset/(Liability) 
                                                                      2018                2017 
                                                                    GBP000              GBP000 
------------------------------------------------------  ------------------  ------------------ 
Opening contract balance pre IFRS 15                              (13,046)            (16,396) 
IFRS 15 adjustment                                                 (1,704)                   - 
------------------------------------------------------  ------------------  ------------------ 
Opening contract balance post IFRS 15                             (14,750)            (16,396) 
Of which released to income statement                               14,416              16,255 
New billings and cash in excess of revenue recognised             (17,418)            (12,906) 
------------------------------------------------------  ------------------  ------------------ 
Closing contract balance                                          (17,752)            (13,046) 
------------------------------------------------------  ------------------  ------------------ 

Balances arise on contract assets and liabilities arise when cumulative payments received from customers at the balance sheet date do not necessarily equal the amount of revenue recognised on contracts.

Licence revenue is now recognised over the duration of the project implementation period on a percentage completion basis based on timesheet data of actual days delivered versus number of expected days for the project. This has resulted in a cumulative catch-up adjustment of GBP1.7m being recognised in the current period, but which related to performance of the previous period and current periods.

Contract assets inherently have some contractual risk associated with them related to the specific and ongoing risks in each individual contract with a customer. The impairment of contract assets/(liabilities) reflects provisions recognised against contract assets in relation to these risks.

The amount of incremental costs to obtain a contract which extends over a period of more than 12 months have been recognised as an asset in prepayments totalling GBP0.2m and will be released in line with the total contract revenue. No amount has been impaired at 31 December 2018 or 2017.

Remaining performance obligations

Licence revenue is recognised over the duration of the project implementation period on a percentage completion basis. Where there is a short implementation, as with most Further Education and Work-based Learning sales, there is no change to the recognition of revenue. For larger deals, which may typically have an implementation period of two years or more, this has the effect of spreading the recognition of License revenue over an extended period, rather than immediate upfront recognition. There are no changes to the timing of recognition of Implementation, Support & Maintenance revenue, nor is there any impact on i-graduate or QAS.

The amount of revenue that will be recognised in future periods on these contracts when those remaining performance obligations will be satisfied is analysed as follows:

At 31 December 2018

                                        2019     2020     2021  Thereafter    Total 
                                      GBP000   GBP000   GBP000      GBP000   GBP000 
-----------------------------------  -------  -------  -------  ----------  ------- 
Licence and development fees           3,887    1,658      482          26    6,053 
Implementation Services                6,955    2,465      170          55    9,645 
Support & Maintenance                 32,448   29,201   17,558       1,007   80,214 
Cloud Services                         5,278    4,071    2,199         497   12,045 
Other services                           166      157      158           -      481 
Schools inspections & other 
 related services (QAS)               10,540    1,613      311           -   12,464 
i-graduate survey & data analytics       622       15       14           -      651 
-----------------------------------  -------  -------  -------  ----------  ------- 
                                      59,897   39,180   20,892       1,585  121,554 
-----------------------------------  -------  -------  -------  ----------  ------- 

The Group has taken advantage of the relief in IFRS 15 to reflect the aggregate effect of all modifications that occur before 1 January 2018.

The transaction price of contracted goods and services is shown separately in the contract with customers. The contracted prices of each component of a product sale are expected to provide a robust and appropriate starting point in seeking to allocate the total transaction price to the identified performance obligations. The time value of money is not expected to be significant as contracts where cash is disconnected from revenue by greater than one year are likely to be rare.

An analysis of the Group's revenue is as follows:

                            2018      2017 
                         GBP'000   GBP'000 
Continuing operations 
Sales of services         80,062    84,918 
----------------------  --------  -------- 
Total revenue             80,062    84,918 
----------------------  --------  -------- 

Sales of services are defined as education related systems or solutions and consultancy services. Further details of the nature of the services provided are disclosed in note 4.

Sales of goods are not material and are therefore not shown separately. Included in sales of services is GBP0.8m (2017: GBP0.4m) related to software licence revenues recognised as a result of a periodic review of our licence entitlement resulting from changes in our customers' enrolled student numbers.

There is no revenue in respect of discontinued operations.

4. Business segments

Information reported to the Group's Chief Executive for the purposes of resource allocation and assessment of segment performance is focused on the nature of each type of activity. The Group's reportable segments and principal activities under

IFRS 8 are detailed below:

-- Student Information Systems ("SIS") represents the delivery of software and subsequent maintenance and support services and the activities through which we deploy and configure our software for our customers;

-- Quality Assurance Solutions ("QAS"), representing inspection and review services which support the assessment of educational delivery; and

-- i-graduate, represents a portfolio of performance improvement tools and services, including analytics, software solutions, facilities and asset management.

In accordance with IFRS 8 'Operating Segments', information on segment assets is not shown, as this is not provided to the chief operating decision-maker. Inter-segment sales are charged at prevailing market prices.

                                                                      Adjusted Segment 
                                              Revenue                 Operating Profit 
                                     --------------------------  -------------------------- 
                                       Year ended    Year ended    Year ended    Year ended 
                                      31 December   31 December   31 December   31 December 
                                             2018          2017          2018          2017 
                                          GBP'000       GBP'000       GBP'000       GBP'000 
-----------------------------------  ------------  ------------  ------------  ------------ 
Student Information Systems                56,922        60,026        16,506        17,613 
Quality Assurance Solutions                16,706        17,791         3,701         4,408 
i-graduate                                  6,434         7,101         1,274         1,064 
-----------------------------------  ------------  ------------  ------------  ------------ 
Total                                      80,062        84,918        21,481        23,085 
-----------------------------------  ------------  ------------  ------------  ------------ 
Unallocated corporate expenses                                       (10,686)      (14,543) 
-----------------------------------  ------------  ------------  ------------  ------------ 
Adjusted operating profit                                              10,795         8,542 
Amortisation of IFRS 3 intangibles                                    (1,787)       (2,034) 
Other items                                                           (4,045)       (2,781) 
-----------------------------------  ------------  ------------  ------------  ------------ 
Operating profit                                                        4,963         3,727 
Investment income                                                          46            20 
Finance costs                                                           (160)         (307) 
-----------------------------------  ------------  ------------  ------------  ------------ 
Profit before tax                                                       4,849         3,440 
Tax charge                                                              (702)         (821) 
-----------------------------------  ------------  ------------  ------------  ------------ 
Profit after tax                                                        4,147         2,619 
-----------------------------------  ------------  ------------  ------------  ------------ 

The accounting policies of the reportable segments are the same as the Group's accounting policies. Segment profit represents the profit earned by each segment, without allocation of central administration costs, including Directors' salaries, finance costs and income tax expense. This is the measure reported to the Group's Chief Executive for the purpose of resource allocation and assessment of segment performance.

Within QAS revenues of approximately 5% (2017: 4%) have arisen from the Segments largest customer; within SIS revenues of approximately 6% (2017: 8%) have arisen from the Segments largest customer.

Geographical information

Revenue from external customers, based on location of the customer, are shown below:

                                          2018      2017 
                                       GBP'000   GBP'000 
------------------------------------  --------  -------- 
UK                                      42,554    39,252 
Australia                               22,234    26,571 
Other Asia Pacific                       5,529     7,142 
North America and rest of the world      9,745    11,953 
------------------------------------  --------  -------- 
                                        80,062    84,918 
------------------------------------  --------  -------- 

Non-current assets (excluding deferred tax)

                                          2018      2017 
                                       GBP'000   GBP'000 
------------------------------------  --------  -------- 
UK                                      17,884    15,923 
Australia                               16,940    20,660 
Other Asia Pacific                         248       115 
North America and rest of the world          2         6 
------------------------------------  --------  -------- 
                                        35,074    36,704 
------------------------------------  --------  -------- 

5. Other items

                                                       2018      2017 
                                                    GBP'000   GBP'000 
-------------------------------------------------  --------  -------- 
Acquisition related costs                              (62)      (29) 
-------------------------------------------------  --------  -------- 
Share based payments (including employer related 
 taxes)                                             (2,329)   (1,732) 
-------------------------------------------------  --------  -------- 
    - Impairment of development costs                 (983)         - 
    - Legacy Defined benefit schemes                   (73)         - 
    - Property related                                    7         - 
    - Restructuring and associated costs              (985)   (1,020) 
-------------------------------------------------  --------  -------- 
Other exceptional items                             (2,034)   (1,020) 
-------------------------------------------------  --------  -------- 
     Amortisation of IFRS 3 intangibles             (1,787)   (2,034) 
-------------------------------------------------  --------  -------- 
Total administrative expenses                       (6,212)   (4,815) 
-------------------------------------------------  --------  -------- 
Other financing costs                                 (106)     (128) 
Other financing income                                  380         - 
-------------------------------------------------  --------  -------- 
Total other items before tax                        (5,938)   (4,943) 
Tax on other items                                    1,171       936 
-------------------------------------------------  --------  -------- 
Total other items after tax                         (4,767)   (4,007) 
-------------------------------------------------  --------  -------- 

IAS 1, paragraph 97 requires separate disclosure of such items that are considered material by nature or value, that they require separate disclosure in the financial statements. As such, 'other items' are not part of the Group's underlying trading activities and include the following:

Acquisition costs: Amounts relating to corporate activity in the period total GBP62,000, During the previous period, a final payment was made in respect of deferred consideration payable on acquisition of Callista, which resulted in a true up of the amounts provided (2017: GBP29,000).

Other exceptional items: Amounts principally reflect the costs arising in respect of the restructuring of the Group's operations and the impairment of SchoolEdge development costs. The restructuring program will be executed in the first half of 2019 and associated costs have been provided for. Amounts relate mainly to provision for redundancy costs. (2018: GBP985,000: 2017: GBP1,020,000). In addition Management concluded that there was an impairment in Development costs as at 31 December 2018, being the whole of modules 3, being software sold in schools in Australia only (2018: GBP983,000: 2017: GBPnil).

Share based payments: The numbers above include the movement in associated employers taxes accrual (2018: GBP17,000: 2017: GBP339,000) and the cash paid on dividends on share options that have met performance conditions (2018: GBP47,000: 2017: GBPnil). When the Company declares a cash dividend, some option holders are entitled to a "dividend equivalent". This is a payment in cash and/or additional shares with a value determined by reference to the dividends that would have been paid on the vested shares in respect of dividend record dates occurring during the period between the grant of the Award and the date on which it becomes exercisable.

Amortisation of IFRS3 intangibles: Amortisation arising on the fair value of intangible assets acquired is separately disclosed as other items. (2018: GBP1,787,000: 2017: GBP2,034,000).

Financing charges: Consistent with the treatment of movements in deferred consideration, the unwind of the discount on deferred consideration is separately presented as other financing costs in the income statement (2018: GBP106,000: 2017: GBP128,000).

Financing income: Amounts relating to settlement gains on defined benefit schemes (2018: GBP380,000: 2017: GBPnil).

Taxation: The tax credit arising on the above items is presented on a consistent basis with the underlying cost or credit to which it relates and therefore is also presented separately on the face of the income statement.

6. Investment income

                                2018      2017 
                             GBP'000   GBP'000 
--------------------------  --------  -------- 
Other interest receivable         46        20 
--------------------------  --------  -------- 
                                  46        20 
--------------------------  --------  -------- 

7. Finance(income)/costs

                                                             2018      2017 
                                                          GBP'000   GBP'000 
-------------------------------------------------------  --------  -------- 
Interest on bank overdrafts and loans                           1        51 
Amortisation and write off of loan arrangement fees            12        36 
Net interest payable on retirement benefit obligations         41        42 
Other interest payable                                          -        50 
-------------------------------------------------------  --------  -------- 
Adjusted Finance costs                                         54       179 
-------------------------------------------------------  --------  -------- 
Unwinding of discounts                                        106       128 
-------------------------------------------------------  --------  -------- 
Other finance costs                                           106       128 
-------------------------------------------------------  --------  -------- 
Total finance costs                                           160       307 
Settlement gain on defined benefit schemes                  (380)         - 
-------------------------------------------------------  --------  -------- 
Total finance (income)/costs                                (220)       307 
-------------------------------------------------------  --------  -------- 

8. Tax

                                                2018      2017 
                                             GBP'000   GBP'000 
------------------------------------------  --------  -------- 
Current tax 
    UK corporation tax                           114       100 
    Overseas tax                                 702     1,529 
    Adjustments in respect of prior years      (179)     (165) 
------------------------------------------  --------  -------- 
                                                 637     1,464 
------------------------------------------  --------  -------- 
Deferred tax 
    Current year                                  79     (641) 
    Adjustments in respect of prior years       (14)       (2) 
------------------------------------------  --------  -------- 
                                                  65     (643) 
------------------------------------------  --------  -------- 
Tax charge on profits                            702       821 
------------------------------------------  --------  -------- 

The continuing tax charge can be reconciled to the profit from continuing operations per the income statement as follows:

                                                           2018      2017 
                                                        GBP'000   GBP'000 
-----------------------------------------------------  --------  -------- 
Profit before tax on continuing operations                4,849     3,440 
-----------------------------------------------------  --------  -------- 
Tax charge at standard UK rate of 19% (2017: 19.25%)        921       662 
Effects of: 
Overseas tax rates                                         (56)       180 
Expenses not deductible for tax purposes                    156        64 
Adjustments in respect of prior years                     (193)     (167) 
Additional deduction for R&D expenditure                     18       (7) 
Movement in transfer pricing tax provision                 (64)         - 
Utilisation of unrecognised tax losses                        9     (125) 
Effect of changes in tax rates                             (89)       214 
-----------------------------------------------------  --------  -------- 
Tax expense for the year                                    702       821 
-----------------------------------------------------  --------  -------- 

In addition to the amount charged to the income statement a current tax credit of GBPnil (2017: GBPnil) and a deferred tax credit of GBP171,000 (2017: credit of GBP345,000) has been recognised directly in equity during the year in relation to share schemes. A deferred tax charge of GBP73,000 (2017: charge of GBP9,000) has been recognised in the Consolidated Statement of Comprehensive Income in relation to Defined Benefit pension schemes.

The Group continues to hold an appropriate corporation tax provision in relation to the Group relief claimed from Care UK for the year ended 31 March 2007, together with other appropriate Group provisions.

The income tax expense for the year is based on the UK statutory rate of corporation tax for the period of 19% (2017: 19.25%). Tax for other jurisdictions is calculated at the prevailing rates prevailing in the respective jurisdictions.

A further reduction in the UK corporation tax rate from 19% to 17% (effective from 1 April 2020) was substantively enacted on 6 September 2016. This will reduce the Group's future tax charge accordingly. The deferred tax balances at 31 December 2018 have been calculated based on these rates.

9. Dividends

                                                             2018      2017 
                                                          GBP'000   GBP'000 
-------------------------------------------------------  --------  -------- 
Amounts recognised as distributions to equity holders 
 in the period: 
Final dividend for the year ended for the year ended 
 31 December 2017 of 1.0 pence (year ended 31 December 
 2017: nil pence) per share                                 1,952         - 
Proposed final dividend for the year ended 31 December 
 2018 of 1.1 pence 
 (year ended 31 December 2017: 1.0 pence) per share         2,147     1,961 
-------------------------------------------------------  --------  -------- 

10. Earnings per share

Earnings per share and diluted earnings per share are calculated by reference to a weighted average number of ordinary shares calculated as follows:

                                                          2018        2017 
                                                     thousands   thousands 
--------------------------------------------------  ----------  ---------- 
Weighted average number of shares outstanding: 
Basic weighted average number of shares in issue       195,224     195,011 
Weighted average number of employee share options       10,546      10,729 
--------------------------------------------------  ----------  ---------- 
Weighted average number of shares outstanding for 
 dilution calculations                                 205,770     205,740 
--------------------------------------------------  ----------  ---------- 

Diluted earnings per share only reflects the dilutive effect of share options for which vesting criteria have been met.

The maximum number of potentially dilutive shares, based on options that have been granted but have not yet met vesting criteria, is 7,021,974 (2017: 10,084,612). In addition there are a further 3,405,996 (2017: 3,405,996) potentially dilutive matching share options that have been granted but have not yet met vesting criteria as at 31 December 2018.

The adjusted basic and diluted earnings per share figures shown on the consolidated income statement on page [58] are included as the Directors believe that they provide a better understanding of the underlying trading performance of the Group. A reconciliation of how these figures are calculated is set out below:

                                   2018      2017 
                                GBP'000   GBP'000 
-----------------------------  --------  -------- 
Net Profit                        4,147     2,619 
-----------------------------  --------  -------- 
Earnings per share 
Basic                              2.1p      1.3p 
Diluted                            2.0p      1.3p 
-----------------------------  --------  -------- 
Adjusted net profit               8,914     6,626 
-----------------------------  --------  -------- 
 Adjusted earnings per share 
Basic                              4.6p      3.4p 
Diluted                            4.3p      3.2p 
-----------------------------  --------  -------- 
                                       Profit for the 
                                            year          Earnings per share 
-----------------------------------  ------------------  -------------------- 
                                         2018      2017       2018       2017 
                                      GBP'000   GBP'000    GBP'000    GBP'000 
-----------------------------------  --------  --------  ---------  --------- 
Profit for the year attributable 
 to equity shareholders                 4,147     2,619       2.1p       1.3p 
-----------------------------------  --------  --------  ---------  --------- 
Add back: 
Amortisation of IFRS intangibles 
 (net of tax)                           1,271     1,444 
Share based payments                    2,237     1,393 
Unwinding of discounts                    106       128 
Other items (net of tax)                1,153     1,013 
Movement in deferred contingent 
 consideration                              -        29 
-----------------------------------  --------  --------  ---------  --------- 
Total adjusting items (net of tax)      4,767     4,007       2.5p       2.1p 
-----------------------------------  --------  --------  ---------  --------- 
Adjusted earnings                       8,914     6,626       4.6p       3.4p 
-----------------------------------  --------  --------  ---------  --------- 

11. Goodwill

                                    2018      2017 
                                 GBP'000   GBP'000 
------------------------------  --------  -------- 
At beginning of year             102,344   102,547 
Disposals                              -      (10) 
Exchange differences               (596)     (193) 
------------------------------  --------  -------- 
At end of year                   101,748   102,344 
------------------------------  --------  -------- 
Accumulated impairment losses 
At beginning of year              81,231    81,231 
------------------------------  --------  -------- 
At end of year                    81,231    81,231 
------------------------------  --------  -------- 
Net book value 
At end of year                    20,517    21,113 
------------------------------  --------  -------- 
At beginning of year              21,113    21,316 
------------------------------  --------  -------- 

Goodwill acquired in a business is allocated, at acquisition, to the cash-generating units (CGUs) that are expected to benefit from the business combination. The carrying amount of goodwill has been allocated as follows:

                                  2018      2017 
                               GBP'000   GBP'000 
----------------------------  --------  -------- 
Student Information Systems     16,983    17,579 
i-graduate                       3,534     3,534 
----------------------------  --------  -------- 
                                20,517    21,113 
----------------------------  --------  -------- 

Goodwill is reviewed at least annually for impairment by comparing the recoverable amount of each cash generating unit (CGU) with the goodwill, intangible assets and property, plant and equipment allocated to that CGU.

The recoverable amount of a CGU is determined based on value in use calculations. These calculations use risk adjusted cash flow projections based on the financial budget approved by management for the period to 31 December 2019. The budget was prepared based on past experience, strategic plans and management's expectation for the markets in which they operate including adjustments for known contract ends, contract related inflationary increases and planned cost savings. The budget was extrapolated over an eight-year period inline with previous calculations and to give greater clarity on future cashflows. The growth assumption is 2% per annum for SIS and QAS and 4% per annum for i-graduate. Cash flows beyond the budget and extrapolation period were calculated into perpetuity using the same growth rates. These growth rates are in line with the expected average UK economy long-term growth rate.

The cash flows projections are discounted at a pre-tax discount rate of 10.4% (2017: 11.27%). The single discount rate, which is consistently applied for all CGUs, is determined with reference to internal measures and available industry information and reflects specific risks relevant to the Group.

Impairment testing inherently involves a number of judgemental areas, including the preparation of cash flow forecasts for periods that are beyond the normal requirements of management reporting; the assessment of the discount rate appropriate to the Group and the estimation of the future revenue and expenditure of each CGU. Accordingly, management undertook stress testing to understand the key sensitivities and concluded as follows:

SIS is the largest segment and has significant impairment headroom as such no reasonable sensitivities would cause an impairment.

i-graduate is the smallest segment and the impairment headroom is the most sensitive however there is reasonable headroom. The discount rate for 2018 would need to increase to 14.6% for an impairment to occur or the growth rate reduce to 0.6% per annum. For example, if the growth rate decreased to 0.6% and the discount rate was 14.6% it would result in an impairment of approximately GBP873,000. From 1 January 2019 the i-graduate business is now combined with QAS under one new CGU "Education Services" and lead by the current Managing Director of QAS. Significant synergies are anticipated. Additionally, the annually recurring nature of the surveys and data analytics i-graduate undertakes give further comfort. The Directors will however continue to closely monitor the position given the sensitivity of the segment.

Further to the impairment review, the Directors concluded that no impairment has arisen during the year.

12. Other intangible assets

                                          Customer       Acquired 
                                         contracts   Intellectual  Development  Business   Software 
                        Software   & relationships       Property        costs   systems   licences     Total 
                         GBP'000           GBP'000        GBP'000      GBP'000   GBP'000    GBP'000   GBP'000 
---------------------  ---------  ----------------  -------------  -----------  --------  ---------  -------- 
At 1 January 2017          7,876             7,142              -       24,479     6,470      1,404    47,371 
Additions                      -                 -          1,873        2,135        97         77     4,182 
Disposals                      -                 -              -            -     (191)       (12)     (203) 
Exchange differences       (109)              (46)              -         (79)       (2)          -     (236) 
---------------------  ---------  ----------------  -------------  -----------  --------  ---------  -------- 
At 31 December 
 and 1 January 
 2018                      7,767             7,096          1,873       26,535     6,374      1,469    51,114 
Additions                      -                 -              -        4,145        46         26     4,217 
Disposals                      -                 -              -            -         -        (7)       (7) 
Exchange differences       (353)             (151)              -        (173)       (5)        (2)     (684) 
---------------------  ---------  ----------------  -------------  -----------  --------  ---------  -------- 
At 31 December 
 2018                      7,414             6,945          1,873       30,507     6,415      1,486    54,640 
---------------------  ---------  ----------------  -------------  -----------  --------  ---------  -------- 
At 1 January 2017          4,039             4,458              -       18,860     4,575      1,225    33,157 
Charge for the 
 year                      1,529               505            187        1,445       642        134     4,442 
Disposals                      -                 -              -            -     (191)       (12)     (203) 
Exchange differences        (93)              (27)              -         (24)       (1)          -     (145) 
---------------------  ---------  ----------------  -------------  -----------  --------  ---------  -------- 
At 31 December 
 and 1 January 
 2018                      5,475             4,936            187       20,281     5,025      1,347    37,251 
Charge for the 
 year                      1,358               429            374        1,383       487         85     4,116 
Impairment                     -                 -              -          983         -          -       983 
Disposals                      -                 -              -            -         -        (7)       (7) 
Exchange differences       (270)              (78)              -         (70)       (3)          -     (421) 
---------------------  ---------  ----------------  -------------  -----------  --------  ---------  -------- 
At 31 December 
 2018                      6,563             5,287            561       22,577     5,509      1,425    41,922 
---------------------  ---------  ----------------  -------------  -----------  --------  ---------  -------- 
Carrying amount 
At 31 December 
 2018                        851             1,658          1,312        7,930       906         61    12,718 
---------------------  ---------  ----------------  -------------  -----------  --------  ---------  -------- 
At 31 December 
 2017                      2,292             2,160          1,686        6,254     1,349        122    13,863 
---------------------  ---------  ----------------  -------------  -----------  --------  ---------  -------- 

Software and customer contracts and relationships have arisen from acquisitions and are amortised over their estimated useful lives, which are 3-6 years and 3-12 years respectively. The amortisation period for development costs incurred on the Group's product development is 3 to 7 years, based on the expected life-cycle of the product. Amortisation and impairment of development costs, the amortisation for software, customer contracts and relationships, business systems and software licences are all included within administrative expenses.

Included within Business Systems are finance systems with a carrying value of GBP0.9m (2017: GBP1.3m). Each system is being amortised over a period of three to five years and have an average of three years left.

The Group is required to test annually if there are any indicators of impairment. The recoverable amount is determined based on value in use calculations of identified CGU's. The use of this method requires the estimation of future cashflows and the determination of a discount rate in order to calculate the present value of the cashflows.

The impairment testing allocates all assets relating to specific CGUs, including goodwill, other intangibles, property, plant and equipment and net current assets/liabilities.

Towards the end of 2018 management identified some challenges in the APAC school's business. To mitigate some of the challenge it was decided to reduce investment in the sector and halt future software development where it is not supported by committed sales. The decision to stop work on modules 3 was only taken at the end of the year and in line with the Group's policy, work undertaken throughout the year has been capitalised as the view at the time was that the capitalised value was supportable. Management concluded that as at 31 December 2018 there was an impairment in Development Costs, being the whole of modules 3 (prior year and current year capitalisation) in SchoolEdge totalling GBP1m, being the software sold into schools in Australia only. This asset belongs to the SIS segment and has been booked through "other items, administrative expenses" (see note 5) in the financial statements and is consistent with the treatment of other "non-trading" adjustments.

On 5 June 2017, the Group acquired Intellectual property from Wambiz Limited. The initial cash consideration was GBP1,250,000. Further consideration of GBP289,000 was paid in 2018 and GBP485,000 is payable in 2019. An intangible asset of GBP1,873,000 has been recorded under Acquired intellectual property, discounted for deferred payments which have been recorded as a deferred consideration liability in Trade and other payables. This asset is being amortised over a period of 5 years.

13. Trade and other receivables

                                                  2018      2017 
                                               GBP'000   GBP'000 
Amounts receivable for the sale of services      9,452    12,202 
Less: loss allowance                             (137)   (1,713) 
--------------------------------------------  --------  -------- 
                                                 9,315    10,489 
Other receivables                                  375       516 
Prepayments                                      3,150     2,620 
--------------------------------------------  --------  -------- 
                                                12,840    13,625 
--------------------------------------------  --------  -------- 

14. Trade and other payables

                                         2018      2017 
                                      GBP'000   GBP'000 
-----------------------------------  --------  -------- 
Trade payables                          1,461       429 
Other taxation and social security      3,028     2,596 
Other payables                          1,793     3,038 
Deferred consideration                    473       825 
-----------------------------------  --------  -------- 
                                        6,755     6,888 
-----------------------------------  --------  -------- 
Other payables                             62       153 
Deferred consideration                      -       398 
-----------------------------------  --------  -------- 
                                           62       551 
-----------------------------------  --------  -------- 
Total                                   6,817     7,439 
-----------------------------------  --------  -------- 

The average credit period taken for trade purchases is 30 days (2017: 5 days). For most suppliers, no interest is charged on the trade payables for the first 30 days from the date of invoice. Thereafter, in some cases, interest may be charged on the outstanding balances due to certain suppliers at various interest rates. The Group has financial risk management policies in place to ensure that all payables are paid within a reasonable timeframe. The Directors consider that the carrying amount of trade and other payables approximates their fair value.

Other payables are split as follows:

                                  2018      2017 
                               GBP'000   GBP'000 
----------------------------  --------  -------- 
Goods received not invoiced        997     1,650 
Funds restricted in use              -        39 
Other creditors                  1,108     1,349 
----------------------------  --------  -------- 
                                 2,105     3,038 
----------------------------  --------  -------- 

15. Notes to the cash flow statement

                                                       2018      2017 
                                                    GBP'000   GBP'000 
-------------------------------------------------  --------  -------- 
Operating profit from continuing operations           4,963     3,727 
Depreciation of property, plant and equipment           995     1,190 
Amortisation and impairment of other intangible 
 assets                                               5,099     4,442 
Share based payments                                  2,265     1,393 
Research and development tax credit                   (325)     (159) 
Net pension (credit)/charge                           (326)         6 
Movement in deferred consideration                        -        29 
Other non-cash items                                     55       222 
-------------------------------------------------  --------  -------- 
Operating cash flows before movements in working 
 capital                                             12,726    10,850 
Decrease in inventories                                   -        83 
Decrease in receivables                               2,034     1,044 
Increase/(decrease) in payables                       1,086     (930) 
-------------------------------------------------  --------  -------- 
Net cash from operating activities before tax        15,846    11,047 
Tax (paid)/received                                 (1,605)        70 
-------------------------------------------------  --------  -------- 
Net cash from operating activities                   14,241    11,117 
-------------------------------------------------  --------  -------- 

Net cash from operating activities before tax can be analysed as follows:

                                                        2018      2017 
                                                     GBP'000   GBP'000 
--------------------------------------------------  --------  -------- 
Continuing operations (excluding restricted cash)     15,885    11,220 
Decrease in restricted cash                             (39)     (173) 
--------------------------------------------------  --------  -------- 
                                                      15,846    11,047 
--------------------------------------------------  --------  -------- 

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) Dow Jones Newswires

March 19, 2019 03:01 ET (07:01 GMT)

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