Regulatory News
Final Results
16 April 2024
‘'Fast growing, expanding internationally, increased profitability, dividend paying’"
Equals (AIM:EQLS), the fast-growing payments group focused on the SME marketplace, announces its final results for the year ended 31 December 2023 (the ‘year’ or ‘FY-2023’) and an update on trading for the period from 1 January 2024 to 12 April 2024.
Download These Results are available in PDF format.
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FY-2023: Financial Summary
FY-2023 | FY-2022 | Change1 | |||
£ millions | £ millions | ||||
Underlying transaction values | |||||
- FX | 5,866 | 5,470 | + 7% | ||
- Banking | 2,178 | 1,741 | + 25% | ||
- Solutions Platform | 4,368 | 2,005 | + 118% | ||
- Total | 12,412 | 9,216 | + 35% | ||
Revenue | 95.7 | 69.7 | + 37% | ||
% of revenue from B2B2 | 82% | 76% | |||
Adjusted EBITDA 3 | 20.6 | 12.1 | + 70% | ||
EBITDA | 17.1 | 11.0 | + 56% | ||
Profit after taxation | 7.7 | 3.6 | + 118% | ||
EPS: | |||||
Basic | 4.22p | 1.80p | + 134% | ||
Diluted | 4.00p | 1.73p | + 131% | ||
Adjusted4 Basic | 7.16p | 3.15p | + 127% | ||
Adjusted4 Diluted | 6.79p | 3.03p | + 124% | ||
Memo: | |||||
Capitalised staff costs | 5.7 | 4.2 | |||
Separately reported items (below Adjusted EBITDA) | 2.1 | 0.2 | |||
Cash per share (at balance sheet date) | 10.2p | 8.3p |
FY-2023 Financial Highlights
- 35% increase in transaction flow to £12.4 billion (FY-2022: £9.2 billion)
- 37% increase in revenue to £95.7 million (FY-2022: £69.7 million)
- 70% increase in Adjusted EBITDA3 to £20.6 million (FY-2022: £12.1 million)
- Completion of three strategically enhancing acquisitions in the year at a cash cost of £6.0 million
- Payment in December of £0.9 million maiden interim dividend (0.5 pence per share)
- Robust Balance sheet with £18.7 million cash at bank at 31 December 2023
- Final dividend proposed of 1.0 pence per share bringing the total dividends paid and proposed of 1.5 pence (FY-2022: Nil)
H1 FY-2024 Trading update
- Revenue in H1-2024 up to 12 April 2024 reached £31.9 million, up from £24.5 million in the same period in 2023, an increase of 30%
- The revenue from Solutions in the same period was £13.2 million, up 74% on the same period in 2023 of £7.6 million
- Revenues per working day up to 12 April 2024 were £443k, an increase of 27% over £350k per day in Q1-2023 and 5% higher than £422k per day achieved in Q4-2023
- Cash balances of £21.6 million as at 12 April 2024
Commenting on the Final Results, Ian Strafford-Taylor, CEO of Equals Group PLC, said: “We continued to grow strongly in 2023, achieving record levels of revenue, Adjusted EBITDA, and operational cash generation. This allowed us to continue to invest in the business and declare a maiden dividend. We also expanded internationally, broadened our product offering and hired greater talent to take the Group forward. I am immensely proud of the workforce that allowed us to reach these levels of performance, and I want to thank them all for their efforts in achieving these results.”
FY-2023 Annual Report
An electronic copy of the Annual Report and Financial Statements for the year ended 31 December 2023 will be posted on the Group’s website (www.equalsplc.com) along with a copy of the FY-2023 Results presentation at midday today. Printed versions of the FY-2023 Annual Report and Financial Statements will be posted to shareholders this month along with a Notice of Annual General Meeting.
Notes
1 Based on underlying, not rounded, figures.
2 Transactions with business customers are reported as ‘B2B’ and transactions with retail customers are reported as ‘B2C’.
3 Adjusted EBITDA is defined as: earnings before; depreciation, amortisation, impairment charges, share option charges, foreign exchange differences and separately reported items. Separately reported items are of a material nature, non-recurring items.
4 The measure of profit for this ratio has been adjusted to form Adjusted EPS. The add-back adjustments consist of share option charges, amortisation of acquired intangibles, exceptional items, acquisition costs and tax impacts on these items thereon.
The financial statements were approved for release at 07:00 hours on 16 April 2024 to the London Stock Exchange via RNS after being approved by the Board after stock market hours on 15 April 2024.
For more information, please contact:
Equals Group PLC | |
Ian Strafford-Taylor, CEO Richard Cooper, CFO | Tel: +44 (0) 20 7778 9308 www.equalsplc.com |
Canaccord Genuity (Nominated Advisor / Broker) | |
Max Hartley / Harry Rees | Tel: +44 (0) 20 7523 8150 |
Buchanan (Financial Communications) | |
Henry Harrison- Topham / Steph Whitmore / Toto Berger [email protected] | Tel: +44 (0) 20 7466 5000 www.buchanan.uk.com |
Notes to Editors:
Equals Group is a technology-led international payments group augmented by highly personalised service for the payment needs of SME’s whether these be FX, card payments or via Faster Payments. Founded in 2007, the Group listed on AIM in 2014. For more information, please visit www.equalsplc.com.
Chief Executive Officer’s Report
The vision for the Group continues to be the simplification of global money movement for business customers. Equals achieves this through its B2B platforms, Equals Money being targeted at SME customers and Equals Solutions which targets larger corporate opportunities. The Group’s growth potential is particularly strong given that the core building blocks of its platforms, namely own-name multi-currency IBANs and bank-grade connectivity and clearance, are highly complex and time consuming to replicate. This ‘first mover’ advantage was achieved by the investments made in previous years and will be continuously enhanced by the developments planned in the Group’s technical roadmap combined with further investments into direct connectivity to payment networks.
Against this vision, the Board’s objective for FY-2023 was to leverage the investments made into product, engineering, and connectivity to deliver a unified platform offering to its B2B customers that could deliver further growth to the Group as a whole.
Equals achieved these objectives with the roll-out of the Equals Money platform to the SME customer base and Equals Solutions platform to larger corporates. In addition, during FY-2023 the Group added the capability for customers to consume our services via API integrations which considerably increased our ‘Total Addressable Market’ (‘TAM’). Accordingly, Equals can now distribute its services directly to customers via its brands, integrate via API, or white-label its platform so Equals customers can sell directly to their own customers (‘B2B2X’).
The advances the Group made in its offering, combined with improved Sales and Marketing capabilities, meant the Group significantly surpassed our expectations in the year, delivering the following strong headline financial performance:
- Transactions executed on the Group’s platforms increased by 35% to £12.4 billion (FY-2022: £9.2 billion)
- Revenue increased by 37% to £95.7 million (FY-2022: £69.7 million)
- Adjusted EBITDA increased by 70% to £20.6 million (FY-2022: £12.1 million)
A detailed financial analysis is presented in the Report of the Chief Financial Officer which follows this statement.
Summary of FY-2023 performance
The financial results demonstrate the success of our strategy of investment into creating a robust, scalable platform comprising international and domestic payments, card payments and current-account services underpinned by exceptional technology and direct connections to multiple payment networks.
In addition to investments in creating the platform, the Group has continued its strategy of focusing on distribution to the B2B customer segment and augmented our capabilities in Sales and Marketing.
The combination of product advancements and improved distribution capabilities produced strong financial performance in 2023 and this strategy and delivery has continued into 2024.
Growth combined with operational gearing
Processed transaction volumes grew 35% to £12.4 billion (FY-2022: £9.2 billion), with increases across all payment channels, and reflects the scalability of the platform that has been built, and the operational processes that support it.
In keeping with the prior year, revenues grew faster than transaction volumes, posting a 37% increase to £95.7 million (FY-2022: £69.7 million), which demonstrates the success of focusing on higher-margin business lines.
The Group’s focus on distribution to B2B customers is reflected in the breakdown of revenues of which 82% were derived from B2B customers, up from 76% in FY-2022. Similarly, our success in attracting larger corporate customers, especially via the Equals Solutions platform, is reflected in 33% of revenues being derived from this category, compared to 23% in FY-2022.
Analysing growth trends further, in keeping with FY-2022, the core products within Equals Money all grew and were augmented by a very strong uptake of Equals Solutions. This translated to International Payments (including White Labelled FX services) growing 14% to £39.4 million (FY-2022: £34.4 million). This compares favourably to the results of many peers as macro-economic headwinds dampened demand, particularly from B2C customers. Card-based revenues grew 22% to £15.2 million (FY-2022: £12.5 million) despite the film production vertical being affected by strikes in Hollywood. Equals Solutions revenues grew by 99% to £31.0 million (FY-2022: £15.6 million) which reflects the strong demand for the platform and the success of our sales and marketing efforts in this market.
The increase in transaction volumes and revenues resulted in even stronger profit growth, with Adjusted EBITDA up 70% to £20.6 million (FY-2022: £12.1 million) which clearly demonstrated continued operational gearing.
The Group’s operations remain strongly cash generative which gives Equals the flexibility to perform opportunistic M&A activity as illustrated by the acquisition of Oonex S.A., which was completed on 4 July 2023. Oonex, now renamed Equals Money Europe (‘EMEU’), is a payment institution based in Brussels and regulated by the National Bank of Belgium. The acquisition of Oonex, together with its regulatory licences and banking relationships, allows Equals to bring its payments, cards, and multi-currency account products to a new suite of customers across Europe, thereby further increasing the Group’s TAM.
Growth with control
The Group remains committed to growing revenues and profits as rapidly as possible by increasing the volumes of transactions processed via its platform whilst concurrently minimising risk and retaining operational control. Accordingly, investment into finance, operations, compliance, and risk functions remains a key focus as Equals continues to grow.
The nature of the payments industry means that all companies that operate within it will incur some operational risk, especially in terms of so-called ‘daylight exposure’ in the times between transactions being agreed and being settled. The Group seeks to minimise and mitigate these risks wherever possible. Therefore, all foreign exchange transactions with customers are automatically matched with a liquidity provider and funds are never released until inbound funds have been received. Additionally, although the Group does offer forward contracts to its customers, its deposit and mark-to-market policies ensure that Equals runs an immaterial risk in this area.
Regulators and banks across the globe are increasingly focused on anti-money laundering (‘AML’) and compliance standards. Equals welcomes the higher levels of supervision and auditing in this area as we view our compliance controls and governance to be a competitive advantage. Equals instils a Group-wide compliance culture facilitated by regular, compulsory, training for all employees. The Group has continued its investment in this area with increased headcount and expertise being added across onboarding, enhanced due-diligence, transaction monitoring, risk, compliance and regulatory teams. In addition, the Group has invested in compliance technology by deploying improved internal tooling combined with outsourced platforms to automate tasks where possible. Furthermore, given our growth in transaction volumes, in FY-2022 the Group invested into a machine-learning transaction monitoring system, called Featurespace, which we successfully rolled out in FY-2023.
The philosophy of ‘growth with control’ is also prevalent in our product and engineering functions. All customer-facing product developments are built with the involvement of all areas of the business to ensure Equals creates end-to-end applications that support internal operational efficiency as well as superior customer user experience (‘UX’). Equally, the Group listens to our customers when we design and build new products and all applications pass through rigorous quality assurance and live testing before wider roll-out. In addition to customer-facing developments, our technical roadmaps include many workstreams that improve internal efficiency and control, not just outward facing product rollouts. Concurrently, the Group will utilise external tooling and software where appropriate, for instance in CRM, transaction monitoring & KYC checks, so we can concentrate our resources on developing software that enhances our products and competitive advantage.
The Group has also implemented strong governance over all aspects of our Engineering and IT processes. A monthly Security Council, with membership including Board members and all key departments, is required to sign off all changes including new products, product changes, new software usage and vendor approval. The Security Council also conducts a review of any security incidents at each meeting and authorises any changes required. The robustness of our governance allowed the Group to announce, on 4 December 2023, that it had been awarded ISO/IEC 27001 status, the leading international standard focused on Information Security Management. This independent accreditation testifies to the strength of the technology platform that has been built as well as the processes and controls that we operate.
The engineering, product and design teams continued to produce significant improvements in our products and functionality in FY-2023 at a very high cadence. Highlights included:
- Payments Sending Service (PSS) – this capability allows automation of our ‘payments out’ rails, utilising SWIFT, and thereby direct integrations to our major Banking partners
- Completion of Equals Money core functionality – Equals Money now has the complete range of functionality required to sunset legacy platforms and enable all our products to operate on one unified technology stack
- Equals Money API – full functionality of Equals Money now available to customers over API, including a technical team dedicated to customer onboarding and full sandbox
- FairFX re-platformed – FairFX B2C cards now operate as a pure “white label” of Equals money, utilising the API suite described above
- White-Label of Equals Money – Similar to FairFX, The Equals Money API suite was utilised to enable the first commercial white-label of Equals Money
- Equals Money Europe – integration work completed on time to bring EMEU into operational status with local IBAN capability by the end of 2023; and
- Roqqett integration – the GBP open-banking capabilities of Roqqett were enhanced and made more robust before integration into the FairFX checkout journey.
The developments above all fit within the Group’s strategy of increasing its total addressable markets by product and functionality innovation combined with widening the geographic markets the Group can access.
Sustained investment in people
The success of the Group is attributable to its excellent employees who consistently demonstrate all of the core values of Equals, namely:-
- Make it happen – own the outcome individually
- Succeed together – communicate and encourage each other to deliver
- Be the customer – constantly seek to improve customer experience
- Go beyond – push ourselves to excel, individually and collectively.
The Group has a bi-annual appraisal process, which also drives salary reviews and incentive plans. The Group is proud to have a diverse workforce and it strives to train and promote from within as well as seek fresh talent from elsewhere.
Equals continues to invest in its employees and consistently looks to implement measures to enhance the work environment for employees. The Group utilises benchmarking to ensure it provides a strong benefits programme and it continues to support a hybrid working policy. The health and wellbeing of employees is taken very seriously, and the Group has implemented many programmes to support this.
Overall, investment in People has resulted in the Group having a low level of staff turnover amongst key employees. Implementation of a Company-wide share incentive plan (‘SIP’) combined with a long-term incentive plan (‘LTIP’) for management, continue to be strong retention tools in what continues to be a difficult labour market in terms of attracting talent.
Average headcount increased to 341 in FY-2023, up from 268 in FY-2022. The growth in headcount reflects the Group putting in place the resources needed for our next phase of growth in 2024 and beyond, given the greater TAM and distribution channels we can now access. The additional recruitment has been in either direct revenue production areas or in revenue enablement areas.
Revenue production teams include sales, marketing, sales operations and dealing. Revenue enablement encompasses onboarding, compliance, API integration as well as broader operations capacity.
In addition, headcount increased by the expansion via acquisition into Europe via EMEU, completed in July 2023, which will contribute to revenues more strongly in 2024.
We expect headcount to remain broadly stable at current levels in 2024. Accordingly, although revenue per head increased to £281k from £260k in the prior year, we would expect a further increase in 2024 given the investments we have made and the increased Target Addressable Market.
Equals position in the payments space
Global payments is a multi-trillion dollar market that remains a complex and constantly evolving space. Whilst technology has seen radical changes in many industries, payments had not evolved at the same pace until relatively recently with legacy payment mechanisms of cash, cheques, account-to-account transfers and more latterly cards dominating the landscape. Furthermore, the settlement rails that supported these payment methodologies were frequently decades old. The problems that this created were even more acute when making international, or cross-border, payments as settlement rails in one country frequently did not interface with those in another.
The 21st century has seen more investment into payments and more disruptive technology being applied which has changed the long-standing status quo and introduced new participants into the space, known as ‘fintech’ businesses. The advent of crypto currencies, and concurrently blockchain, has further accelerated the rate of change such that payments in general is now evolving at a rapid pace.
This is the backdrop to the Group’s sustained investment over several years to carve out a specific niche for Equals, focused on the B2B customer space. The Group has developed a unique proposition that provides its customers with both account-to-account transfers and card payments in one multi-currency platform built on infrastructure giving bank-grade connectivity and security on superior customer interfaces. Equals customers can consume this platform directly via the secure login, on a white-label basis, or via an API technical interface. The flexibility the Group can support and the channels by which this can be consumed by customers is a key differentiator. Within Equals B2B focus, the Group targets two major segments, SMEs, via Equals Money, and larger corporates, via Equals Solutions. Both offer a single platform comprising own-name, multi-currency IBAN current accounts, account-to-account transfers, and card products for both domestic and international transactions.
Competition and differentiation
The Group’s competitors fall into two major categories, the incumbent banks and the fintech ‘disruptors’. Despite the recent growth of fintech companies, the majority of payment volumes still flow through the incumbent banks, in some part due to customer inertia and the difficulty of switching providers. For Equals, the key is to target the customer base of the incumbent banks whilst concurrently making it easy for those customers to consume the products and services of the Group. These twin challenges have been the driving factors behind the Group’s product development and also its efforts to make onboarding of new customers as rapid and seamless as possible for the customer.
In contrast to the incumbent banks, fintech competitors tend to focus on one silo of what Equals provides as an overall platform (e.g. current accounts, cards, or international payments) and are often B2C focused. In addition, they typically operate ‘self-serve’ platforms. This is in contrast to Equals as it provides leading technology allied with human assistance in supporting customers to navigate the complexities of payments via dedicated account management teams.
The Group therefore differentiates itself by harnessing the best of these two competitor groups, namely the trust, security and heritage of the incumbent banks combined with the technological innovation of the fintech community. Accordingly, Equals will continue to invest in its platform, connectivity, and payment rails to remain one step ahead and its success to date in doing so is reflected in the Group’s FY-2023 results.
M&A opportunities
The Group continues to assess M&A opportunities in three main areas, which are not mutually exclusive. Firstly, to acquire profitable businesses that can easily be added to the platform and provide scale. Secondly, to acquire value-added functionality complementary to our offering. Lastly, to expand our portfolio of regulatory licences and access to overseas markets. FY-2023 saw Equals execute deals in all three categories and we continue to be alert for further opportunities.
ESG
Equals wholeheartedly embraces ESG initiatives and takes Equality, Diversity, and Inclusivity (‘EDI’) extremely seriously. Our EDI strategy, which covers not only employees but also customers, includes an internal EDI network populated with elected representatives and regular employee surveys. This is a key objective for all Executive Committee members and forms part of their appraisals.
H1-2024 Trading
FY-2024 has started strongly with revenue in H1-2024 up to 12 April 2024 reaching £31.9 million, up from £24.5 million in the same period in FY-2023, an increase of 30%. The revenue from Solutions in the same period was £13.2 million, up 74% on the same period in 2023 of £7.6 million. Revenues per working day up to 12 April 2024 were £443k, an increase of 27% over £350k per day in the same period in H1-2023 and 5% higher than £422k per day achieved in Q4-2023.
Strong B2B revenue growth continues with all product lines progressing well. Equals Solutions, which contributed £31.0 million of revenues in FY-2023, is expected to continue to grow strongly as the Group adds new functionality to its payments platform during the year and widens its TAM.
In keeping with the strategy pursued in FY-2023, our product and development roadmap for the rest of FY-2024 reflects our continued investment into our platform capabilities. Key deliverables are: -
- Automated bulk payments capability, including over API integration,
- Full straight-through-processing (STP),
- Further enhancement of Equals Money Europe capabilities,
- Support white-label scale up,
- Sunset remaining legacy platforms and minimise technical debt.
The outlook for the business, as a result of our sustained and continuing investments combined with our excellent people, remains strong. In addition, the Group’s addressable market is now significantly greater with our expansion into Europe and increased distribution channels. Equals has created a payments platform comprising international and domestic payments, card payments and current account services underpinned by exceptional technology and direct connections to multiple payment networks.
Ian Strafford-Taylor
Chief Executive Office
15 April 2024
Chief Financial Officer’s Report
The FY-2023 results have been impacted by a number of significant events:
- The Company’s decision to restructure its reserves thus leading to an interim dividend of 0.5 pence per share paid on 7 December 2023 and the recommendation of a final dividend of 1 pence per share, giving a total dividend paid and proposed of 1.5 pence for 2023.
- The launch of a Strategic Review, announced on 1 November 2023, aimed at evaluating whether greater value could be obtained through a sale of the Company in light of the lacklustre performance of the UK equities market as a whole.
- The disposal of the travel cash business and the completion of three acquisitions:
- Roqqett Ltd (open banking platform);
- Hamer and Hamer Ltd; and
- Oonex S.A. (renamed Equals Money Europe S.A.).
More details on these events are reported below.
In summary, the FY-2023 results have been positively impacted by the success of the Equals Solutions product: Group Revenue was up 37%; Gross Profits up 55%, Adjusted EBITDA up 70%, and Adjusted EPS up 127%.
I present my review and financial analysis for the year ended 31 December 2023.
TABLE 1: INCOME AND EXPENSE ACCOUNT
FY-2023 | FY-2022 | |||
£ millions | £ millions | |||
Revenue (table 3, 4) | 95.7 | 69.7 | ||
Gross Profits (table 5) | 52.3 | 33.7 | ||
Less: Marketing | (2.6) | (1.9) | ||
Contribution | 49.8 | 31.8 | ||
Staff costs | (20.3) | (14.4) | ||
Property and office cost | (1.2) | (0.9) | ||
IT and telephone costs | (3.2) | (2.0) | ||
Professional Fees | (2.2) | (1.2) | ||
Compliance costs | (1.5) | (0.7) | ||
Travel and other expenses | (0.7) | (0.5) | ||
Adjusted EBITDA | 20.6 | 12.1 | ||
Less: Share option expense | (1.4) | (0.9) | ||
Less: Acquisition costs (table 6) | (1.4) | (0.2) | ||
Less: Exceptional items | (0.7) | - | ||
EBITDA | 17.1 | 11.0 | ||
IFRS 16 Depreciation (table 7) | (0.7) | (0.8) | ||
Other depreciation (table 7) | (0.5) | (0.4) | ||
Amortisation of acquired intangibles (table 8) | (1.7) | (1.3) | ||
Other amortisation (table 8) | (5.4) | (4.4) | ||
Contingent consideration credit / (cost) | 0.5 | (0.3) | ||
(7.8) | (7.2) | |||
Gain on Disposal of Cash CGU | 0.4 | - | ||
EBIT | 9.7 | 3.8 | ||
Lease interest | (0.2) | (0.2) | ||
Foreign exchange differences | (0.3) | (0.1) | ||
Contingent consideration finance charges | (0.1) | (0.1) | ||
(0.6) | (0.4) | |||
PROFIT BEFORE TAXATION | 9.1 | 3.4 | ||
Corporate and deferred taxation | (1.4) | 0.2 | ||
PROFIT FOR THE YEAR | 7.7 | 3.6 |
When the changes are presented as a bridge, the standout facts are the increase in revenue leading to increased contribution (gross profits less marketing costs), offset by higher labour costs, both through planned increases in staff resources and responding to labour market pressures. Other cost increases were also a mix of inflation pressures, but also decisions taken to upskill and upscale resources for a rapidly growing business.
TABLE 2 – ADJUSTED EBITDA BRIDGE FROM FY-2022 TO FY-2023 (in £’000s)
FY-2022 Adjusted EBITDA | 12,120 | ||
Add: | 56% uplift in contribution FY-2023 | 17,964 | |
Less: | 41% increase in staff costs, reflecting a higher planned headcount, particularly in compliance due to regulatory pressures. 60% increase in IT and communications, taking into account increased web hosting charges and development tools in line with transaction growth. | (5,898) (1,206) | |
96% increase in professional and compliance costs, much of which is attributable to increased professional and compliance including regulatory fees in line with geographical expansion. 24% increase in property through geographical expansion | (1,836) (228) | ||
Increase in other costs including travel and entertaining costs incurred through ambassadorial initiatives and industry awareness events. | (279) | ||
FY-2023 Adjusted EBITDA | 20,637 | ||
Uplift over FY-2022 | 8,514 | ||
% uplift over FY-2022 | 70% |
Revenue
All product lines and all verticals saw significant increases in revenue in the year. The Group has concentrated on the corporate sector and has seen strong growth in International Payments, White-Label and Solutions business and modest growth in consumer and small businesses.
H1-2023 saw an increase of £13.6 million in revenue over H1-2022, and £6.7 million over H2-2022. The growth continued in the second half, with H2-2023 adding a further £12.4 million in revenue against the same period in H2-2022 and £5.7 million over H1-2023. Overall revenue in FY-2023 was 37% ahead of FY-2022.
The table below shows the revenue by both CGU and customer types. The Europe revenue segment is the acquisition of the European entity Equals Money Europe in H2–2023, which represents £1.7 million of the Group’s total revenue of £95.7 million for FY-2023.
TABLE 3 - REVENUE BY CUSTOMER TYPE
Revenue in £ millions | Consumer and small business (“B2C”) | Corporates | Large enterprises | Sub-total | White-label | TOTAL FY-2023 | TOTAL FY-2022 | % change |
International Payments | 3.8 | 18.9 | - | 22.7 | 16.7 | 39.4 | 34.4 | 14% |
Cards | 5.0 | 10.2 | - | 15.2 | - | 15.2 | 12.5 | 22% |
Banking | 8.3 | - | - | 8.3 | - | 8.3 | 6.1 | 36% |
Solutions | - | - | 31.0 | 31.0 | - | 31.0 | 15.7 | 97% |
Travel cash | 0.1 | - | - | 0.1 | - | 0.1 | 1.0 | -86% |
Europe | - | 0.9 | 0.8 | 1.7 | - | 1.7 | - | - |
Total, FY-2023 | 17.2 | 30.0 | 31.8 | 79.0 | 16.7 | 95.7 | 69.7 | 37% |
Total, FY-2022 | 16.6 | 22.4 | 15.7 | 54.7 | 15.0 | 69.7 | ||
% Change* | ||||||||
FY-2023 to FY-2022 | +3% | +34% | >103% | +45% | +11% | +37% | +37% |
*based on underlying figures
Further analysis we disclose below, revenue per half-year period.
TABLE 4- REVENUE BY HALF-YEAR
Revenue in £ millions | Solutions | White-Label | Other International Payments | Cards (Retail and Corporate) | Banking | Bureau | Europe | TOTAL | Revenue per day in |
£’000s | |||||||||
H1-2022 | 6.2 | 7.2 | 9.1 | 5.6 | 2.8 | 0.5 | - | 31.4 | 255.1 |
H2-2022 | 9.5 | 7.8 | 10.3 | 6.9 | 3.3 | 0.5 | - | 38.3 | 301.4 |
FY-2022 | 15.7 | 15.0 | 19.4 | 12.5 | 6.1 | 1.0 | - | 69.7 | 278.7 |
% of total | 22% | 22% | 28% | 18% | 9% | 1% | - | 100% | |
H1-2023 | 13.6 | 8.9 | 11.0 | 7.4 | 4.0 | 0.1 | - | 45.0 | 362.9 |
H2-2023 | 17.4 | 7.8 | 11.7 | 7.8 | 4.3 | - | 1.7 | 50.7 | 397.6 |
FY-2023 | 31.0 | 16.7 | 22.7 | 15.2 | 8.3 | 0.1 | 1.7 | 95.7 | 380.5 |
% of total | 32% | 17% | 24% | 16% | 9% | 0% | 2% | 100% | |
2023 vs 2022 | 99% | 11% | 16% | 22% | 37% | - 86% | 37% | 36.4% |
Gross profits
Gross profits have improved both monetarily and in percentage terms. The aggregate gross profits have steadily increased through tight management of pay-aways and the changing mix of business. Gross profit percentage has increased from 47% in H1-2022 to 49% in H2-2022, to 52% in H1-2023 and to 57% in H2-2023. This ratio is expected to remain at this level.
White-label GP percentages have increased materially as the division becomes less reliant on some underlying B2C trading.
The key components of cost of sales have not changed, being a mix of affiliate (or introducer) commissions, transaction costs, and sales-related staff commissions (which include employers National Insurance Contributions) to the trading and sales teams:
TABLE 5 - GROSS PROFIT MARGIN BY HALF-YEAR
Solutions | White-Label | Other International Payments | Cards (retail and corporate) | Banking | Bureau | Europe | TOTAL | |
H1-2022 | 46% | 12% | 59% | 61% | 76% | 48% | - | 47% |
H2-2022 | 50% | 14% | 56% | 65% | 78% | 42% | - | 49% |
FY-2022 | 48% | 13% | 57% | 63% | 77% | 45% | - | 48% |
H1-2023 | 54% | 19% | 59% | 64% | 84% | 31% | - | 52% |
H2-2023 | 60% | 21% | 60% | 65% | 84% | 87% | 56% | 57% |
FY-2023 | 57% | 20% | 60% | 64% | 84% | 36% | 56% | 55% |
Marketing, branding and contribution | The Group has actively managed its marketing expenditure more closely having carried out a thorough review and a constant assessment of ‘Return on Spend’. Expenditure has been incurred on digital marketing, marketing and hospitality events and exhibitions. Marketing, as a percentage of Revenue has remained static at around 2.7%. |
Staff costs | Staff costs (gross of capitalisation and exceptional items) were £25.9 million in FY-2023 against £18.6 million in FY-2022. This increase was attributable to:
The composition of headcount is approximately: Commercial, 20%; Operations (including compliance), 38%; Engineering, 16%; Product and Design, 5%; Europe (all functions), 6%: Finance and HR, 8%; Other, 7%. |
Professional fees and | Owing to an increasing cross-industry compliance burden, the Group has chosen to report compliance and similar costs separate to other professional fees. Such costs, including onboarding systems, have risen due to a combination of greater business activity and the Group’s desire to fast-track business applications proactive with regulation. Professional fees have risen in line with trends widely reported in the national press, most notably the provision for the cost of the audit noting increased acquisition activity and implementation of enhanced systems. |
Exceptional items | There were two significant corporate projects undertaken in FY-2023 which led to exceptional costs of £0.7 million being incurred: the restructuring of reserves to enable the payment of dividends, and the decision to launch a strategic review in order to explore ways of enhancing shareholder value. The former, which required Court consent, was successfully concluded in Q4-2023 leading to the payment of 0.5 pence per share dividend. The latter is a process which is continuing at the time of this announcement. |
Capital Reduction and | With Court approval, on 1 November 2023, the Group carried out a Capital Reduction moving £25 million to Distributable Reserves from the Share Premium account. Following the reduction, the Group declared and issued a maiden interim dividend of 0.5 pence per share to the shareholders of Equals Group PLC and the Trust. The total number of shares eligible for the dividend was 185,731,589 with a total cash payment of £928k paid on 7 December 2023. |
Acquisition and | In FY-2023, the Group incurred costs of £1.5 million (of which £1.4 million was taken to the income statement) in relation to the completion of the three acquisitions and one disposal.
|
TABLE 6 – ACQUISITIONS
Total | Roqqett | Hamer & Hamer* | Oonex S.A. | |
Acquisition date | 06.01.2023 | 20.04.2023 | 04.07.2023 | |
£’000s | £’000s | £’000s | £’000s | |
Cash paid at acquisition | 1,669 | 169 | 1,500 | - |
Cash paid at acquisition for acquired liabilities | 2,461 | - | - | 2,461 |
Cash paid post-acquisition | 335 | 215 | - | 120 |
Total cash paid for acquisitions | 4,465 | 384 | 1,500 | 2,581 |
Shares issued at acquisition | 3,190 | - | - | 3,190 |
Shares issued post-acquisition | 500 | 500 | - | - |
Total shares issued paid for acquisitions | 3,690 | 500 | - | 3,190 |
Total cash paid and shares issued for acquisitions | 8,155 | 884 | 1,500 | 5,771 |
Fair Value on shares issued | 694 | - | - | 694 |
Performance assessed consideration thereon | 85 | 35 | - | 50 |
Capitalised incidental expenses | 131 | 131 | - | - |
Acquired liabilities payable in cash | 1,524 | - | - | 1,524 |
Deferred consideration payable in cash** | 1,268 | 500 | 768 | - |
Deferred consideration payable in shares | 810 | - | - | 810 |
Total consideration transferred | 12,667 | 1,550 | 2,268 | 8,849 |
Fair Value thereon | 2,413 | 664 | (30) | 1,779 |
Deferred tax thereon | 978 | - | 369 | 609 |
Total acquired | 16,058 | 2,214 | 2,607 | 11,237 |
Goodwill | 9,930 | - | 1,129 | 8,801 |
Other intangible assets: | ||||
Open Banking Technology | 2,214 | 2,214 | - | - |
Customer Relationships | 3,914 | - | 1,478 | 2,436 |
Total intangibles acquired | 16,058 | 2,214 | 2,607 | 11,237 |
Acquisition costs charged to P&L | 1,377 | 212 | 149 | 1,016 |
*earn outs are payable on the 1st, 2nd and 3rd anniversaries of the acquisition if targets are met. The maximum earn out is £1.7 million over the three-year period.
**the final earnout for Casco acquired on 19 November 2019 of £509k is included in deferred consideration on the balance sheet date. This final earnout and the £500k due for Roqqett was paid by 31 March 2024. The remaining balance, which relates to Hamer & Hamer, has a gross value of £1.7 million and a fair value of £0.8 million is payable over three years from May 2024.
The transactions contributed to the Group’s results as shown below:
FY-2023 | FY-2023 | FY-2023 | FY-2023 | |
Roqqett | Hamer & Hamer | Oonex S.A. | Total | |
Date acquired/disposed | 06.01.2023 | 20.04.2023 | 04.07.2023 | |
£’000s | £’000s | £’000s | £’000s | |
Revenue | - | 839 | 1,747 | 2,586 |
Gross Profits | - | 736 | 975 | 1,711 |
Adjusted EBITDA | (495) | 466 | (368) | (397) |
Depreciation | Tangible fixed assets are depreciated over the anticipated useful life with a maximum of 60 months (other than leasehold improvements which is a maximum of 120 months) TABLE 7 - DEPRECIATION
Guidance: Based upon the expenditure incurred to 31 December 2023, the depreciation charges for those assets in FY-2024 will be:
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Amortisation | Intangible assets acquired on acquisition are amortised over their estimated useful lives, with a maximum of 60 months for brands and a maximum of 108 months for customer relationships. The charge to amortisation for the year can be analysed as follows: TABLE 8 – COMPONENTS OF AMORTISATION CHARGES
Guidance: Based upon expenditure to 31 December 2023, the amortisation charges for FY-2024 are expected to be:
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Operating result | The Group made a profit before taxation of £9.1 million for the year, compared to £3.4 million for FY-2022. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Taxation, | The Group has recognised a net tax charge of £1.4 million (FY-2022: net tax credit £135k). At the balance sheet date, the Group estimates it has usable tax losses of £12.4 million. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TABLE 9 – BALANCE SHEET
This table shows a compressed ‘balance sheet’ for the Group.
31.12.2023 | 31.12.2022 | |||
£’000s | £’000s | |||
Internally generated software – cost | 32,207 | 26,001 | ||
Internally generated software – accumulated amortisation | (18,407) | (13,411) | ||
13,800 | 12,590 | |||
Other non-current assets (other than deferred tax) | 32,949 | 18,558 | ||
IFRS 16 assets, less IFRS 16 liabilities | (599) | (830) | ||
46,150 | 30,318 | |||
Liquidity (per Table 11) | 17,803 | 14,320 | ||
Trade debtors and accrued income | 6,503 | 4,244 | ||
Prepayments | 1,789 | 1,345 | ||
Deposits and sundry debtors | 196 | 189 | ||
Working Capital Advances to Roqqett | - | 830 | ||
Deferred Consideration Receivable from the sale of FX bureau | 100 | - | ||
Inventory of card stock | 372 | 292 | ||
Accounts payable | (2,831) | (2,069) | ||
Affiliate commissions | (3,135) | (2,563) | ||
PAYE and pension | (1,023) | (816) | ||
Staff commissions and accrued bonuses | (2,391) | (1,690) | ||
Acquired liabilities for Oonex S.A. outstanding at 31 December | (1,519) | - | ||
Other accruals and other creditors | (3,700) | (1,937) | ||
12,164 | 12,145 | |||
Cash earn-out balances not paid* | - | (424) | ||
Cash earn-out balances paid by 31.12.2023 | - | (1,092) | ||
Cash earn-out balances paid between 31.12.2023 and 15.04.2024: | ||||
Casco | (509) | (509) | ||
Roqqett (per Table 6) | (500) | - | ||
Cash earn-out balances payable after 15 April 2024 attributable to Hamer & Hamer: | ||||
- Gross amount which could be payable over 3 years - Fair value accounting adjustment | (1,700) 932 | |||
(768) | - | |||
Net corporation and deferred tax | 849 | 1,639 | ||
Net value of forward contracts* | 358 | 827 | ||
(569) | 441 | |||
NET SHAREHOLDER FUNDS | 57,744 | 42,904 | ||
At 31 December 2023, the Company has distributable reserves of £23,079k. This is equivalent to £0.12 per share.
*The 2022 cash earn-out balances not paid where performance assessed and subsequently credited back to the P&L in 2023
**The gross value of the forwards book at 31st December 2023 was £315.3 million (31st December 2022: £253.3 million)
Share capital
The number of shares in issue at 1 January 2023 was 180,712,473. This increased in the year through the exercise of 352,758 share options and 1,051,176 shares at nominal value were issued pursuant to the 2021 SIP. In addition, 3,938,294 shares were issued in pursuance to the acquisition of Oonex S.A. and 573,197 shares in pursuance to the acquisition of Roqqett. Thus, at the balance sheet date, there were 186,627,898 shares in issue. A further 1,000,000 shares were issued on 4 January 2024 pursuant to the acquisition of Oonex S.A.
The SIP held 1,719,296 shares at 31 December 2023.
Share options
At 1 January 2023, the Company had 16,141,058 options outstanding. 352,758 of these were exercised in 2023, 536,512 were cancelled and 165,760 were lapsed. On 6 November 2023, the Company announced Discretionary Share Incentive Plans for over 2,600,000 shares and 459,448 shares under the Company SIP. Thus, at the date of signing of these financial statements, there were 16,390,301 options, representing 8.74% of the issued share capital as at 15 April 2024.
At 15 April 2024, there were 16,390,301 share options yet to be exercised of which 7,222,800 had fully vested.
Earnings per share
Earnings per share are reported/calculated in accordance with IAS 33. For non-diluted, the result after tax is divided by the average number of shares in issue in the year. The average number of shares was 183,624,192 (FY-2022: 180,304,802).
The calculation of diluted EPS is based on the result after tax divided by the number of actual shares in issue (above) plus the number of options where the fair value exceeds the weighted average share price in the year. The fair value of options is measured using Black-Scholes and Monte-Carlo. It should be noted that in accordance with Accounting Standards, this calculation is based on fair value, not the difference between the market price at the end of the year or the weighted average price and the exercise price. The weighted average price was 99 pence (FY-2022: 84 pence), the number of options exceeding the fair value was 9,820,535 (FY-2022: 7,278,986).
The basic and diluted EPS are shown below:
Basic | Basic | Diluted | Diluted | |
---|---|---|---|---|
FY-2023 | FY-2022 | FY-2023 | FY-2022 | |
Earnings per share (in pence) | 4.22 | 1.80 | 4.00 | 1.73 |
Adjusted earnings and adjusted EPS
FY-2023 | FY-2022 | ||
£’000s | £’000s | ||
P&L Attributable to owners of Equals Group PLC | 7,746 | 3,236 | |
Add back: | |||
- Share option charges | 1,447 | 970 | |
- Amortisation of acquired intangibles | 1,672 | 1,282 | |
- Exceptional items | 714 | - | |
- Acquisition costs | 1,377 | 164 | |
- Tax impacts thereon* | 183 | 31 | |
Adjusted earnings | 13,139 | 5,683 |
*Tax impacts thereon are associated to items not added back to the tax computations relating to Exceptional items and Acquisition costs.
The resulting earnings per share are shown below:
Basic | Basic | Diluted | Diluted | |
---|---|---|---|---|
FY-2023 | FY-2022 | FY-2023 | FY-2022 | |
Adjusted earnings per share (in pence) | 7.16 | 3.15 | 6.79 | 3.03 |
CASH STATEMENT
Exclusive of acquisitions and dividends, operational cash of £13.2 million (2022: £7.2 million) was generated during the year, a cash conversion rate of 64% over Adjusted EBITDA, compared to 60% for FY-2022.
The movement in the cash position is shown in the table below:
TABLE 10 - CASHFLOW | FY-2023 £’000s | FY-2022 £’000s | |
Adjusted EBITDA | 20,637 | 12,120 | |
R&D tax credits received via Roqqett acquisition | 232 | - | |
R&D tax credits received in cash | - | 400 | |
Lease payments (principal and interest) | (929) | (969) | |
Acquisition costs expensed through the income statement | (1,377) | (164) | |
Exceptional items | (714) | - | |
Internally developed software capitalised for R&D: | |||
- Staff | (5,653) | (4,191) | |
- IT Costs | (553) | (408) | |
Purchase of other intangible assets less disposals (Non-R&D) | (412) | (445) | |
Purchase of other non-current assets | (478) | (271) | |
Movement in working capital | (1,027) | 1,147 | |
“Operational cash inflows” | 9,726 | 7,219 | |
Funds from exercise of share options | 97 | 193 | |
Interim dividend payment | (928) | - | |
Net cash proceeds in Disposal of CGU | 280 | - | |
Earn-outs of acquisitions made in prior periods | (1,092) | (2,614) | |
Cash paid for acquisitions made in period (table 6) | (4,465) | - | |
Working capital loan made ahead of acquisition of Roqqett Limited | - | (830) | |
External funding repaid (CBILS) | - | (2,028) | |
NET CASHFLOWS | 3,618 | 1,940 | |
Balance at 1st January | 15,044 | 13,104 | |
Balance at 31st December | 18,662 | 15,044 | |
Cash per share | 10.2 pence | 8.3 pence |
TABLE 11 - LIQUIDITY | FY-2023 | FY-2022 | |
£’000s | £’000s | ||
Cash at bank | 18,662 | 15,044 | |
Balances with liquidity providers | 2,758 | 1,950 | |
Pre-funded balances with card provider | 1,912 | 1,491 | |
Gross liquid resources | 23,332 | 18,485 | |
Customer balances not subject to safeguarding | (5,529) | (4,165) | |
(5,529) | (4,165) | ||
Net position | 17,803 | 14,320 |
The Group’s principal banking and liquidity providers include Barclays, NatWest, Citibank, Crown Agents Bank, Blackrock, Valitor, Sucden and Velocity along with funds held at the Bank of England.
Richard Cooper
Chief Financial Officer
15 April 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
Note | FY-2023 | FY-2022 | ||
£’000s | £’000s | |||
Revenue from currency transactions | 85,614 | 63,541 | ||
Revenue from banking transactions | 8,350 | 6,141 | ||
Revenue from Europe transactions | 1,747 | - | ||
Revenue | 95,711 | 69,682 | ||
Transaction and commission costs | (43,385) | (36,027) | ||
Gross Profit | 52,326 | 33,655 | ||
Administrative expenses | (33,739) | (22,576) | ||
Depreciation charge | (1,228) | (1,211) | ||
Amortisation charge | (7,048) | (6,008) | ||
Acquisition expenses*1 | (1,377) | (164) | ||
Total operating expenses | (43,392) | (29,959) | ||
Memo: Adjusted EBITDA*2 | H | 20,637 | 12,120 | |
Operating profit | A | 8,934 | 3,696 | |
Gain on the sale of the Cash CGU | E | 380 | - | |
Finance cost | (166) | (280) | ||
Profit before tax | 9,148 | 3,416 | ||
Tax (charge) / credit | B | (1,402) | 135 | |
Profit after tax | 7,746 | 3,551 | ||
Attributable to: | ||||
Owners of Equals Group PLC | 7,746 | 3,237 | ||
Non-controlling interest | - | 314 | ||
Other comprehensive income: | ||||
Exchange differences arising on translation of foreign operations | 6 | - | ||
Total comprehensive income for the year | 7,752 | 3,551 | ||
Earnings per share | C | |||
Basic | 4.22p | 1.80p | ||
Diluted | 4.00p | 1.73p | ||
Notes:
Adjusted EBITDA is Operating profit or loss before: Depreciation, Amortisation, Impairments, Share option charges, and Separately reported items. All income and expenses arise from continuing operations.
*1 Acquisition costs represents and includes costs pursuant to acquisitions.
*2 Adjusted EBITDA is not a GAAP measure and represents operating profit or loss before share option charges, depreciation, amortisation and separately reported items (exceptional items).
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
2023 | 2023 | 2022 | 2022 | ||
Group | Company | Group | Company | ||
£’000s | £’000s | £’000s | £’000s | ||
ASSETS | |||||
Non-current assets | |||||
Property, plant and equipment | 1,120 | - | 1,139 | - | |
Right of use assets | 2,881 | - | 3,367 | - | |
Intangible assets (note F) | 22,232 | - | 16,540 | - | |
Goodwill | 23,397 | - | 13,468 | - | |
Deferred tax assets | 956 | 814 | 1,831 | 1,368 | |
Investments | - | 77,750 | - | 62,902 | |
50,586 | 78,564 | 36,345 | 64,270 | ||
Current assets | |||||
Inventories | 372 | - | 292 | - | |
Trade and other receivables | 13,431 | 1,398 | 10,274 | 1,159 | |
Derivative financial assets (note G) | 4,760 | - | 5,616 | - | |
Cash and cash equivalents | 18,662 | 509 | 15,044 | - | |
37,225 | 1,907 | 31,226 | 1,159 | ||
TOTAL ASSETS | 87,811 | 80,471 | 67,571 | 65,429 | |
EQUITY AND LIABILITIES | |||||
Equity attributable to equity holders | |||||
Share capital | 1,866 | 1,866 | 1,807 | 1,807 | |
Share premium | 28,498 | 28,498 | 53,405 | 53,405 | |
Share-based payment reserve | 5,564 | 3,483 | 3,231 | 2,397 | |
Other reserves | 13,556 | 8,128 | 8,609 | 3,187 | |
Retained earnings / (accumulated losses) | 8,260 | 24,574 | (24,148) | 1,038 | |
Company loss in the year | - | (1,719) | - | (1,127) | |
57,744 | 64,830 | 42,904 | 60,707 | ||
Non-current liabilities | |||||
Lease liabilities | 2,730 | - | 3,417 | - | |
2,730 | - | 3,417 | - | ||
Current liabilities | |||||
Trade and other payables | 22,079 | 15,641 | 15,489 | 4,722 | |
Current tax liabilities | 106 | - | 192 | - | |
Lease liabilities | 750 | - | 780 | - | |
Derivative financial liabilities (note G) | 4,402 | - | 4,789 | - | |
27,337 | 15,641 | 21,250 | 4,722 | ||
TOTAL EQUITY AND LIABILITIES | 87,811 | 80,471 | 67,571 | 65,429 | |
CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
GROUP | Called up share capital | Share premium | Share- based payment | Retained earnings / (accumulated losses) | Other reserves | Total attributable to owners of Equals Group PLC | Non-controlling interest | Total equity | ||||||||||||||||||
£’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | |||||||||||||||||||
At 1 January 2022 | 1,793 | 53,218 | 1,858 | (24,590) | 8,609 | 40,888 | 263 | 41,151 | ||||||||||||||||||
Profit for the year | - | - | - | 3,237 | - | 3,237 | 314 | 3,551 | ||||||||||||||||||
Acquisition of the remaining NCI | - | - | - | (2,902) | - | (2,902) | (577) | (3,479) | ||||||||||||||||||
Share-based payment charge | - | - | 924 | - | - | 924 | - | 924 | ||||||||||||||||||
Share options exercised in year | - | - | (107) | 107 | - | - | - | - | ||||||||||||||||||
Shares issued in year | 14 | 187 | - | - | - | 201 | - | 201 | ||||||||||||||||||
Movement in deferred tax on share-based payment reserve | - | - | 556 | - | - | 556 | - | 556 | ||||||||||||||||||
At 31 December 2022 | 1,807 | 53,405 | 3,231 | (24,148) | 8,609 | 42,904 | - | 42,904 | ||||||||||||||||||
Profit for the year | - | - | - | 7,746 | - | 7,746 | - | 7,746 | ||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||
Exchange differences arising on translation of foreign operations | - | - | - | - | 6 | 6 | - | 6 | ||||||||||||||||||
Other items: | ||||||||||||||||||||||||||
Share-based payment charge | - | - | 1,419 | - | - | 1,419 | - | 1,419 | ||||||||||||||||||
Share options exercised in year | 3 | - | (333) | 333 | - | 3 | - | 3 | ||||||||||||||||||
Shares issued in year | 50 | 93 | - | - | - | 143 | - | 143 | ||||||||||||||||||
Shares issued in relation to Roqqett acquisition | 6 | - | - | - | 494 | 500 | - | 500 | ||||||||||||||||||
Dividends paid in year | - | - | - | (928) | - | (928) | - | (928) | ||||||||||||||||||
Share premium reduction scheme | - | (25,000) | - | 25,000 | - | - | - | - | ||||||||||||||||||
Acquisition of Oonex fair value increase | - | - | - | - | 3,844 | 3,844 | - | 3,844 | ||||||||||||||||||
Acquisition of Oonex deferred consideration | - | - | - | - | 860 | 860 | - | 860 | ||||||||||||||||||
Oonex deferred consideration – non-payable | - | - | - | 50 | (50) | - | - | - | ||||||||||||||||||
Transfer of Q-Money contingent liability | - | - | - | 207 | (207) | - | - | - | ||||||||||||||||||
Movement in deferred tax on share-based payment | - | - | 1,247 | - | - | 1,247 | - | 1,247 | ||||||||||||||||||
At 31 December 2023 | 1,866 | 28,498 | 5,564 | 8,260 | 13,556 | 57,744 | - | 57,744 |
COMPANY | Called up share capital | Share premium | Share- based payment | Retained earnings / (accumulated losses) | Other reserves | Total equity | |||||||||||||||||
£’000s | £’000s | £’000s | £’000s | £’000s | £’000s | ||||||||||||||||||
At 1 January 2022 | 1,793 | 53,218 | 1,580 | 931 | 3,187 | 60,709 | |||||||||||||||||
Loss for the year | - | - | - | (1,127) | - | (1,127) | |||||||||||||||||
Share-based payment charge | - | - | 924 | - | - | 924 | |||||||||||||||||
Share options exercised in year | - | - | (107) | 107 | - | - | |||||||||||||||||
Shares issued in year | 14 | 187 | - | - | - | 201 | |||||||||||||||||
At 31 December 2022 | 1,807 | 53,405 | 2,397 | (89) | 3,187 | 60,707 | |||||||||||||||||
Loss for the year | - | - | - | (1,718) | - | (1,718) | |||||||||||||||||
Share-based payment charge | - | - | 1,419 | - | - | 1,419 | |||||||||||||||||
Share options exercised in year | 3 | - | (333) | 333 | - | 3 | |||||||||||||||||
Shares issued in year | 50 | 93 | - | - | - | 143 | |||||||||||||||||
Shares issued in relation to Roqqett acquisition | 6 | - | - | - | 494 | 500 | |||||||||||||||||
Dividends paid in year | - | - | - | (928) | - | (928) | |||||||||||||||||
Share premium reduction scheme | - | (25,000) | - | 25,000 | - | - | |||||||||||||||||
Acquisition of Oonex fair value increase | - | - | - | - | 3,844 | 3,844 | |||||||||||||||||
Acquisition of Oonex deferred consideration | - | - | - | - | 860 | 860 | |||||||||||||||||
Oonex deferred consideration - non-payable | - | - | - | 50 | (50) | - | |||||||||||||||||
Transfer of Q-Money contingent liability | - | - | - | 207 | (207) | - | |||||||||||||||||
At 31 December 2023 | 1,866 | 28,498 | 3,483 | 22,855 | 8,128 | 64,830 |
The following describes the nature and purpose of each reserve within owners’ equity:
Share capital | Amount subscribed for shares at nominal value. |
Share premium | Amount subscribed for shares in excess of nominal value, less directly attributable costs. |
Share-based payment reserve | Proportion of the fair value of share options granted relating to services rendered up to the balance sheet date. |
Retained earnings / (accumulated losses) | Cumulative profit and losses attributable to equity shareholders. |
Other reserves comprise: | |
Merger reserve | Arising on reverse acquisition from Group reorganisation. |
Contingent consideration reserve | Arising on equity based contingent consideration on acquisition of subsidiaries. |
Foreign currency reserve | Arising on translation of foreign operation. |
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
FY-2023 | FY-2023 | FY-2022 | FY-2022 | ||
Group | Company | Group | Company | ||
£’000s | £’000s | £’000s | £’000s | ||
Profit / (Loss) before tax | 9,148 | (1,166) | 3,416 | (1,332) | |
Add: Cashflows from operating activities: | |||||
Adjustments for: | |||||
Depreciation | 1,228 | - | 1,211 | - | |
Amortisation | 7,048 | - | 6,008 | - | |
Impairment | - | - | - | - | |
Share-based payment charges | 1,419 | - | 924 | - | |
(Increase) / decrease in trade and other receivables*1 | (6,416) | 1,867 | (9,920) | (1,024) | |
(Decrease) / Increase in trade and other payables*2 | (386) | 3,604 | 9,707 | 3,086 | |
Decrease / (Increase) in derivative financial assets | 856 | - | (3,023) | - | |
(Decrease) / increase in derivative financial liabilities | (387) | - | 2,707 | - | |
Increase in inventories | (80) | - | (124) | - | |
Finance costs | 167 | 8 | 280 | 3 | |
3,449 | 5,479 | 7,770 | 2,065 | ||
Net cash inflow | 12,597 | 4,313 | 11,186 | 733 | |
Tax receipts | 232 | - | 400 | - | |
Tax paid | (345) | - | (61) | - | |
NET CASHFLOWS FROM OPERATING ACTIVITIES | 12,484 | 4,313 | 11,525 | 733 | |
Cashflows from investing activities | |||||
Acquisition of property plant and equipment | (479) | - | (271) | - | |
Acquisition of intangibles | (6,618) | - | (5,056) | - | |
Acquisition of subsidiary, net of cash acquired | - | (2,976) | - | - | |
Net cash used in investing activities | (7,097) | (2,976) | (5,327) | - | |
Cashflows from financing activities | |||||
Repayment of borrowings | - | - | (2,000) | - | |
Principal elements of lease payments | (786) | - | (837) | - | |
Interest paid on finance lease | (155) | - | (169) | - | |
Other interest paid | - | - | (47) | (3) | |
Acquisition of the remaining non-controlling interest | - | - | (1,405) | (930) | |
Dividends paid | (928) | (928) | - | - | |
Proceeds from issuance of ordinary shares | 100 | 100 | 200 | 200 | |
Net cash outflow from financing activities | (1,769) | (828) | (4,258) | (733) | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 3,618 | 509 | 1,940 | - | |
Cash, and cash equivalents at 1 January | 15,044 | - | 13,104 | - | |
Cash, and cash equivalent at 31 December | 18,662 | 509 | 15,044 | - | |
*1 The movement in the deferred and current tax assets and the right-of-use asset balances (excluding the depreciation charge) is included within the movement in trade and other receivables.
*2 The movement in the deferred and current tax liabilities and the lease liability balances is included within the movement in trade and other payables.
BROWSE