TIDMMPAY

RNS Number : 5324N

Mi-Pay Group PLC

25 September 2019

25 September 2019

Mi-Pay Group plc

('Mi-Pay', the 'Group', or the 'Company')

Interim Results

Mi-Pay (AIM: MPAY), a leading provider of digital transformation, mobile payment and payment fraud management solutions to Tier 1 Mobile Network Operators, Mobile Virtual Network Operators and digital content providers, is pleased to present its unaudited interim results for the six months ended 30 June 2019.

Operational Highlights

   --              Renewed contracts with 2 major Clients: 

o 2-year extension to 31 March 2022 with our largest client (31% of annual revenue in 2018).

o 5-year extension from 1 January 2019 with our third largest client (12% of annual revenue in 2018).

-- Continued to deliver operational excellence with high payment success rates and low fraud levels.

-- Delivered an 85% reduction in payment fraud levels within our direct managed fraud service resulting in a 46% gross margin (H1 2018: 7%).

-- Significant investment in delivering Mi-Pay's full compliance to the new European wide payment regulation framework PSD2 (Payment Services Directive) ahead of the majority of the market and the implementation date, mitigating our clients' risks.

Financial Highlights

-- Delivered a 15% increase in fully managed payments to GBP58.1 million (H1 2018: GBP50.2 million).

-- Successfully managed and indemnified GBP29.2 million of payments for fraud versus GBP17.8 million for the first 6 months of 2018, driving an increase in revenue of GBP0.1 million.

   --           Total revenue recognised in the period was GBP1.7 million (H1 2018: GBP1.6 million). 
   --           Total gross margin remained strong at 63% (H1 2018: 62%). 
   --           Total gross profit increased to GBP1.1 million (H1 2018: GBP1.0 million). 

-- Administrative expenses flat at GBP1.1 million (H1 2018: GBP1.1 million) despite continuing volume growth.

   --           Approximately breakeven at EBITDA level (H1 2018: GBP0.1 million loss). 

-- Cash & cash equivalents as at 30 June 2019 remained at GBP3.1 million (30 June 2018: GBP3.1 million).

-- Operational cash outflow for the period of GBP0.2 million (H1 2018: GBP0.3 million outflow) which is expected to be offset post period end by the receipt of a GBP0.3 million annual research and development tax credit in October 2019.

   --           Basic and diluted loss per share 0.2 pence (H1 2018: 0.3 pence loss per share). 

Michael Dickerson, Chairman of Mi-Pay Group plc commented:

"In the six-month period to 30 June 2019, we delivered further growth as consumers transferred to our on-line digital payment services, building on our previous periods of growth to EBITDA profitability. We are pleased to have further supported this by extending two of our major contracts and expect these clients to increase their volumes over the longer term. Our growth has enabled us to maintain our EBITDA break-even position for the 12 months to 30 June 2019.

We have continued to invest in delivering new market compliance regulations and are well placed to take advantage of the ongoing uncertainty this is bringing. Short-term growth is impacted by this uncertainty and the previously announced Client consolidation. Over the longer term, we expect to continue to build on our long term, naturally growing transaction flows and proven ability to deliver our secure payment services into the expanding and increasingly complex e-commerce market, underpinned with our ongoing investment in our solutions and our free cash position."

For further information, please contact:

 
 Mi-Pay Group plc               Allenby Capital Limited 
 Tel: +44 207 112 2129          Tel: +44 203 328 5656 
  Michael Dickerson, Chairman    James Reeve 
  John Beale, CEO                Asha Chotai 
 

Chief Executive Officer's review

H1 2019 Operational Review

Trading

We have continued to grow and have now delivered an approximately breakeven Earnings Before Interest, Tax and Depreciation (EBITDA) for the 12 months to June 2019 (GBP0.3 million loss for the 12 month period to June 2018).

Our processed payment transactions grew during the period to GBP58.1 million (H1 2018: GBP50.2 million) driven from existing clients. The period under review represents our tenth consecutive six-month period of growth in terms of payment values processed, and this growth was underpinned by the renewal and extension of two of our major clients' contracts. Our fully indemnified payment fraud management service delivered GBP0.2m million of revenue in the period (H1 2018: GBP0.1 million), from GBP29.2 million of payment transactions (H1 2018: GBP17.8 million). We achieved gross profit margins of 46% on our revenue of GBP0.2 million (H1 2018: 7%) as we continued to enhance the solution.

Our professional services revenue remained flat at GBP0.2 million for the period and continues to be supported by our secure card vault solution that collects and processes all the payment transactions for a major UK Mobile Network Operator, securely transferring over GBP292 million of payments in the period (H1 2018: GBP264 million).

Our total revenue therefore increased to GBP1.7 million (H1 2018: GBP1.6 million) against which we continued to deliver strong gross profit margins of 63% (H1 2018: 62%).

Whilst we have continued to grow over the period and secured over 43% of our 2018 revenues in longer contracts, it is disappointing that, due to an internal restructure, during September 2019 one of our larger clients (13% revenue in 2018) consolidated their payment transactions to another existing provider as they restructure and downsize their own operation. When combined with the slowing of new business growth due to the market challenges with new legislation, this will affect our full year performance growth expectations. Over the longer term, we will continue to build on our naturally growing client base and have taken positive action in relation to budgets and spending to mitigate such losses to seek to ensure that the Group remains EBITDA positive and continues to invest in and develop its solutions.

From an investment and market perspective, we have continued to invest and develop the key areas of the business, which we are able to do efficiently with our in-house teams:

Payment Compliance and Optimisation

From September 2019, the new Payment Services Directive (PSD2) comes into effect across Europe, which affects all e-commerce payment providers. The regulation has required significant internal development to ensure we protect our Clients and retain compliance. We are on track and expect to meet all requirements in full. However, it is clear that many areas of the payment market will not be compliant in the original targeted timeframe and, as such, we expect to see a challenging period of adoption in H2 2019 and into 2020. We have ensured Mi-Pay is in a strong position to take advantage of these new opportunities to support retailers and solution providers struggling to navigate the challenges. We will monitor this closely and adapt accordingly. Regulators have recently announced delays of up to 18 months on this directive and as such we expect short term impacts to be reduced.

Payment Fraud Management

Whilst the new payment directives "Strong Customer Authentication" mandates card issuers to adopt stronger consumer authentication practices to prevent payment fraud risk, this mandate excludes recurring, voice activated and low value transactions; which are the majority of our managed payments. Therefore, our current fraud management capability will remain highly relevant in our market and, as such, we will continue to invest and build on our market leading performance in the area of payment risk management. We will continue to introduce new additional capabilities to improve performance and enhance our proven capability in optimising and managing risk in lower value, high-risk transactions.

Business Intelligence

Given all the changes in the processing regime and its increasing complexity, our Clients will need enhanced intelligence on how their consumers use their service and the impact of the new regulations. Through our systems we are able to provide deeper analysis on consumer behaviour than more traditional payment institutions and will look to use this to help drive new revenues for the Company and help our Clients better understand their e-commerce solutions.

The growth of our solution in Asia remains slow, however we continue to work with our contracted client in the region to drive growth via new payment methods and wider country expansion.

Financial Review

 
                                                 Unaudited     Unaudited       Audited 
                                                Six months    Six months          Year 
                                             ended 30 June      ended 30      ended 31 
                                                      2019     June 2018      Dec 2018 
                                                       GBP           GBP           GBP 
 Payment Transaction Value Processed            58,066,174    50,216,383   105,968,398 
 
 Transaction Services Revenue                    1,298,214     1,249,174     2,606,781 
 Fraud Services Revenue                            203,833       134,486       329,602 
 Professional Services Revenue                     176,267       180,379       400,642 
 Revenue                                         1,678,314     1,564,039     3,337,025 
-----------------------------------------  ---------------  ------------  ------------ 
 
 Transaction Services Gross profit                 815,133       815,726     1,629,602 
 Fraud Services Gross profit                        98,377        10,081       129,092 
 Professional Services Gross profit                137,231       144,807       320,894 
 Gross profit                                    1,050,741       970,614     2,079,588 
 Gross profit %                                        63%           62%           62% 
-----------------------------------------  ---------------  ------------  ------------ 
 
 Administrative expenses excluding 
  depreciation                                 (1,083,874)   (1,060,993)   (2,181,144) 
 Adjusted Operating profit / (loss)               (33,133)      (90,379)     (101,556) 
-----------------------------------------  ---------------  ------------  ------------ 
 Depreciation                                     (65,655)      (55,571)     (120,345) 
-----------------------------------------  ---------------  ------------  ------------ 
 Operating profit / (loss)                        (98,788)     (145,950)     (221,901) 
-----------------------------------------  ---------------  ------------  ------------ 
 
 
 Cash and cash equivalents at beginning 
  of period                                      3,487,185     2,925,766     2,925,766 
 
 Cash (outflow) / inflow from management 
  of client payments                              (29,258)       342,337       569,322 
 Adjusted Net cash flow from operating 
  activities(1)                                  (212,271)     (315,584)     (156,460) 
 Capital Expenditure                              (43,647)      (12,223)      (84,785) 
 Adjusted Cash flow from financing(2)             (72,582)       205,446       233,342 
 
 Cash and cash equivalents at end 
  of period                                      3,129,427     3,145,742     3,487,185 
 
 Total equity attributable to the 
  equity shareholders of the parent                223,095       369,340        21,920 
 
 Basic and diluted loss per ordinary 
  share                                             (0.2)p        (0.3)p        (0.5)p 
-----------------------------------------  ---------------  ------------  ------------ 
 

(1)Adjusted Net cash flow from operating activities excludes cash flows from the management of client payments, exceptional items and GBP273,750 payments made to Directors for settlement of deferred salaries, subsequently fully reinvested as Ordinary share capital on 1 March 2018

(2)Adjusted Cash flow from financing excludes GBP273,750 cash inflow from the settlement of deferred salaries, subsequently fully reinvested as Ordinary share capital on 1 March 2018

Our strong performance in transaction volume growth and improved fraud management performance drove revenues and gross profits up by GBP0.1 million for the period, enabling us to deliver a gross margin of 63% (H1 2018: 62%). Our overall margins remained strong.

Our administrative expenses remained stable at GBP1.1 million for the period (H1 2018: GBP1.1 million) as we continued to see the benefits of cost reductions delivered in 2018. We will target further efficiencies through better use of technology and align our costs appropriately with revenue as we adjust to changes in the market. The growth in gross profit led to an improvement in our operating loss excluding depreciation, reducing from a GBP0.1 million loss in H1 2018 to GBPnil for the period, in line with our expectations, following on from our H2 2018 breakeven EBITDA.

On our balance sheet, compared to as at 31 December 2018, our trade and other receivables increased by GBP0.4 million due to increases in amounts owed to us in relation to payment transactions processed. This was offset in trade and other payables which also increased by GBP0.4 million, reflecting the increased amounts due to our Clients. There were no other material movements.

The Group ended the period with GBP3.1 million in cash and cash equivalents (GBP3.5 million at 31 December 2018), noting that of this balance, GBP2.8 million related to the management of client payments (GBP2.9 million as at 31 December 2018). Excluding the client related cash movements, cash outflow was GBP0.3 million in the period, comprising:

   --      GBP0.2 million outflow due to net operational expenditure 
   --      GBP0.1 million related to capital investment and lease payments. 

We expect this outflow to be offset by a receipt of GBP0.3 million for our 2018 research and development tax credits which is expected to be received in October 2019, based upon our experience in previous periods. The Company remains free of any long-term debt.

Brexit

We continue to review the risks associated with Brexit. 43% of our revenue during the period was related to clients based in Europe, primarily in Ireland for payment services (29%) and our fraud services in Holland (12%). We see these two regions as our largest risks in relation to Brexit. Our solutions are primarily local domestic payment solutions, delivered on behalf of local entities for their local customers and we believe this reduces our risk. For our Irish client, our services are directly supported by an Irish registered payment institution which will enable us to transact locally via a local entity should this be required, underpinned by a long-term contract. We process successfully using this methodology today in Asia pacific. Our fraud service is a software solution that does not involve the processing of cash and can be managed and processed locally if required. Whilst some incremental costs and administration effort would be involved, we do not believe this will be material. For our resources, where the majority of our support teams are based in Europe, this operates as a stand-alone trading entity, abiding by all local laws, taxes and compliance. We expect this to have minimal impact given the flexibility we have across the Group. Crucially, we are committed to continue to comply with the most rigorous data protection regulation and, as such, will retain full compliance with the European Union 'General Data Protection Regulation' regime and will retain our global PCI data security standard.

Employees

We recognise that the performance achieved in this period would not have been possible without the support and continued dedication of our staff. They continue to support our delivery model and enhance the solutions to our clients, support the strong transaction growth, develop, and deliver improved, secure technologies. In particular, their focus on adapting our technology to ensure we deliver payment compliance has been a critical investment, and our focus on driving improved fraud management solutions and a fully stable infrastructure delivers enhanced overall financial performance. They are our most valuable resource and we would like to thank them for their efforts and the stability they give to the Group. We encourage a strong, innovative culture and our resources in the United Kingdom and Romania offer a highly skilled, experienced and stable delivery structure with a proven capacity to scale efficiently as we grow. In H2 2019, we will look to invest further in our security, fraud and business intelligence solutions, product delivery and commercial resources with their support.

Outlook

We will continue to drive growth from our long-term clients and enhance our solutions and payments services to support their transition from retail to digital solutions. In addition, we have ensured our solutions are adapted to the new compliance environment, securing stability for the future. This will allow us to target potential new opportunities where Clients face challenges in adapting to change. As we look to grow outside of our traditional mobile operator market, we will focus on new verticals where payment risk and transaction optimisation is key to success, such as the fast growing digital content and gifting markets where we see similar experiences to that of the mobile pre-pay market.

Our challenges over the coming period relate to the economic uncertainties of Brexit and new compliance requirements creating uncertainty in the market, restricting Client investments and increasing the likelihood of internal consolidation. We will mitigate the impact by growing existing services to clients and manage our cost base accordingly.

The Board remains confident that our total market opportunity continues to increase as the digital payments market expands globally and our solutions become increasingly relevant to a wider set of customers, geographies and vertical markets. Our fully compliant risk management solutions retain our strong position, allowing us to take advantage of this consumer migration to digital e-commerce.

John Beale

CEO

Consolidated Statement of Comprehensive Income

For the period of six months ended 30 June 2019

 
                                                   Unaudited                     Unaudited       Audited 
                                                  Six months                    Six months          Year 
                                                       ended                         ended         ended 
                                                30 June 2019                  30 June 2018        31 Dec 
                                                         GBP                           GBP          2018 
                                        Note                                                         GBP 
-------------------------------------  -----  --------------  ----------------------------  ------------ 
 Payment Transaction Value 
  Processed                                       58,066,174                    50,216,383   105,968,398 
 
 Transaction Services Revenue                      1,298,214                    1,3249,174     2,606,781 
 Fraud Services Revenue                              203,833                       134,486       329,602 
 Professional Services Revenue                       176,267                       180,379       400,642 
-------------------------------------  -----  --------------  ----------------------------  ------------ 
 Revenue                                           1,678,314                     1,564,039     3,337,025 
-------------------------------------  -----  --------------  ----------------------------  ------------ 
 Cost of sales                                     (627,573)                     (593,425)   (1,257,437) 
-------------------------------------  -----  --------------  ----------------------------  ------------ 
 Gross profit                            2         1,050,741                       970,614     2,079,588 
 
 Administrative expenses 
-------------------------------------  -----  --------------  ----------------------------  ------------ 
 
 General and administration                        (785,742)                     (775,472)   (1,495,603) 
 Research and development                          (298,132)                     (285,521)     (646,549) 
 Depreciation                                       (65,655)                      (55,571)     (120,345) 
 Share Based payments                                      -                             -      (38,992) 
-------------------------------------  -----  --------------  ----------------------------  ------------ 
 Total administrative expenses                   (1,149,529)                   (1,116,564)   (2,301,489) 
 
 Operating loss                          3          (98,788)                     (145,950)     (221,901) 
 
 Finance income                                          691                           210           721 
 Finance expense                                         (1)                          (24)          (34) 
-------------------------------------  -----  --------------  ----------------------------  ------------ 
 Loss before taxation                               (98,098)                     (145,764)     (221,214) 
 
 Taxation                                               (73)                       (1,941)      (14,122) 
-------------------------------------  -----  --------------  ----------------------------  ------------ 
 
 Loss for the period/year                           (98,171)                     (147,705)     (235,336) 
-------------------------------------  -----  --------------  ----------------------------  ------------ 
 
 Other Comprehensive expense 
  for the year 
 Exchange differences on translation 
  of foreign operations                                1,150                         4,152         3,567 
 
 Loss and total comprehensive 
  expense for period 
  attributable to the owners 
  of the parent                                     (97,021)                     (143,553)     (231,769) 
-------------------------------------  -----  --------------  ----------------------------  ------------ 
 
 Basic and diluted loss per 
  ordinary share                         5            (0.2)p                        (0.3)p        (0.5)p 
-------------------------------------  -----  --------------  ----------------------------  ------------ 
 

Consolidated Statement of Financial Position

As at 30 June 2019

 
                                              Unaudited      Unaudited 
                                             Six months     Six months        Audited 
                                                  ended          ended           Year 
                                                30 June        30 June          ended 
                                                   2019           2018    31 Dec 2018 
                                    Note            GBP            GBP            GBP 
---------------------------------  -----  -------------  -------------  ------------- 
 ASSETS 
 Non-current assets 
 Property, plant and equipment                  349,692         44,363        371,699 
 Total non-current assets                       349,692         44,363        371,699 
 
 Current assets 
 Trade and other receivables         6        1,655,057      1,330,143      1,208,358 
 R&D tax credit receivable                      386,074        364,477        200,000 
 Cash and cash equivalents                    3,129,427      3,145,742      3,487,185 
 Total current assets                         5,170,558      4,840,362      4,895,543 
 
 Total assets                                 5,520,250      4,884,725      5,267,242 
---------------------------------  -----  -------------  -------------  ------------- 
 
 LIABILITIES 
 Current liabilities 
 Trade and other payables            7      (5,020,455)    (4,494,142)    (4,597,844) 
 Obligations under finance lease               (95,548)       (21,243)      (137,938) 
---------------------------------  -----  -------------  -------------  ------------- 
 Total current liabilities                  (5,116,003)    (4,515,385)    (4,735,782) 
 
 Non-current liabilities 
 Obligations under finance lease              (181,152)              -      (211,344) 
---------------------------------  -----  -------------  -------------  ------------- 
 Total non-current liabilities                (181,152)              -      (211,344) 
 
 Total liabilities                          (5,297,155)    (4,515,385)    (4,947,126) 
---------------------------------  -----  -------------  -------------  ------------- 
 
 Net assets                                     223,095        369,340        320,116 
---------------------------------  -----  -------------  -------------  ------------- 
 
 Equity 
 Share capital                       8        4,573,429      4,573,429      4,573,429 
 Share premium                                1,480,791      1,480,791      1,480,791 
 Share options reserve               9           38,992              -         38,992 
 Reverse acquisition reserve                  6,920,115      6,920,115      6,920,115 
 Merger reserve                               6,808,742      6,808,742      6,808,742 
 Retained deficit                          (19,598,974)   (19,413,737)   (19,501,953) 
---------------------------------  -----  -------------  -------------  ------------- 
 Total equity attributable to 
  the equity shareholders of 
  the parent                                    223,095        369,340        320,116 
 

John Nicholas Beale

Chief Executive Officer

Consolidated Statement of Cash Flows

For the period of six months ended 30 June 2019

 
                                                   Unaudited     Unaudited 
                                                  Six months    Six months        Audited 
                                                       ended         ended           Year 
                                                     30 June       30 June          ended 
                                                        2019          2018    31 Dec 2018 
                                         Note            GBP           GBP            GBP 
--------------------------------------  ------  ------------  ------------  ------------- 
 Cash flows from operating activities 
 Loss before tax from continuing 
  operations                                        (98,098)     (145,764)      (221,214) 
----------------------------------------------  ------------  ------------  ------------- 
 
 Adjusted for: 
 Depreciation                                         65,655        55,571        120,345 
 Exchange differences on translation 
  of foreign operations                                1,150         4,152          3,567 
 Finance income                                        (691)         (210)          (721) 
 Finance expense                                           1            24             34 
 Share based payment                                       0             0         38,992 
 R&D credits                                       (186,074)     (134,477)      (254,081) 
 (Increase) / decrease in trade 
  and other receivables                            (446,699)     (191,867)       (70,081) 
 Increase / (decrease) in trade 
  and other payables                                 422,611       167,329        528,662 
 
 Adjusted profit/(loss) from 
  operations after changes in 
  working capital                                  (242,145)     (245,242)        145,503 
 
 Interest received                                       691           210            721 
 Interest paid                                           (1)          (24)           (34) 
 Income taxes paid                                      (73)             0       (14,122) 
 Corporation tax (paid)/received 
  (inc R&D credits)                                        0       (1,941)        284,081 
 
 Net cash (outflow) / inflow 
  from operating activities                        (241,528)     (246,997)        416,149 
 
 Cash flows from investing activities 
 Purchase of property, plant 
  and equipment                                     (43,648)      (12,223)       (35,501) 
 
 Net cash outflows from investing 
  activities                                        (43,648)      (12,223)       (35,501) 
 
 Cash flows from financing activities 
 Proceeds from issue of share 
  capital, net of issue costs                              0       490,973        233,342 
 Finance lease payments                             (72,582)      (11,777)       (52,571) 
 
 Net cash (outflow) / inflows 
  from financing activities                         (72,582)       479,196        180,771 
 
 Net increase / (decrease) in 
  cash and cash equivalents                        (357,758)       219,976        561,419 
 Cash and cash equivalents at 
  beginning of period                              3,487,185     2,925,766      2,925,766 
----------------------------------------------  ------------  ------------  ------------- 
 
 Cash and cash equivalents at 
  end of period                                    3,129,427     3,145,742      3,487,185 
----------------------------------------------  ------------  ------------  ------------- 
 

Consolidated Statement of Changes in Equity

For the period of six months ended 30 June 2019

 
                                                                        Reverse 
 For the period            Share                   Share options    acquisition      Merger       Retained 
 ended 30 June 2019      capital   Share premium         reserve        reserve     reserve        deficit       Total 
                             GBP             GBP             GBP            GBP         GBP            GBP         GBP 
--------------------  ----------  --------------  --------------  -------------  ----------  -------------  ---------- 
 
 At 1 January 2019     4,573,429       1,480,791          38,992      6,920,115   6,808,742   (19,501,953)     320,116 
 Loss for the period 
  from continuing 
  operations                   -               -               -              -           -       (98,171)    (98,171) 
--------------------  ----------  --------------  --------------  -------------  ----------  -------------  ---------- 
 Other comprehensive 
  expense for 
  the period                   -               -               -              -           -          1,150       1,150 
 At 30 June 2019       4,573,429       1,480,791          38,992      6,920,115   6,808,742   (19,598,974)     223,095 
====================  ==========  ==============  ==============  =============  ==========  =============  ========== 
 

Consolidated Statement of Changes in Equity

For the period of six months ended 30 June 2018

 
                                                                        Reverse 
 For the period            Share                   Share options    acquisition      Merger       Retained 
 ended 30 June 2018      capital   Share premium         reserve        reserve     reserve        deficit       Total 
                             GBP             GBP             GBP            GBP         GBP            GBP         GBP 
--------------------  ----------  --------------  --------------  -------------  ----------  -------------  ---------- 
 
 At 1 January 2018     4,159,324       1,403,923         624,729      6,920,115   6,808,742   (19,894,913)      21,920 
 New Issue of Shares     414,105          76,868               -              -           -              -     490,973 
 Share Options 
  Lapsed                                               (624,729)                                   624,729           - 
 Loss for the period 
  from continuing 
  operations                   -               -               -              -           -      (147,705)   (147,705) 
--------------------  ----------  --------------  --------------  -------------  ----------  -------------  ---------- 
 Other comprehensive 
  expense for 
  the period                   -               -                              -           -          4,152       4,152 
 At 30 June 2018       4,573,429       1,480,791               -      6,920,115   6,808,742   (19,413,737)     369,340 
====================  ==========  ==============  ==============  =============  ==========  =============  ========== 
 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2018

 
 For the year ended                                                     Reverse 
 31 December               Share                   Share options    acquisition      Merger       Retained 
 2018                    capital   Share premium         reserve        reserve     reserve        deficit       Total 
                             GBP             GBP             GBP            GBP         GBP            GBP         GBP 
--------------------  ----------  --------------  --------------  -------------  ----------  -------------  ---------- 
 
 At 1 January 2018     4,159,324       1,403,923         624,729      6,920,115   6,808,742   (19,894,913)      21,920 
 Loss for the period 
  from continuing 
  operations                                                                                     (235,336)   (235,336) 
 Other comprehensive 
  income for 
  the year                     -               -               -              -           -          3,567       3,567 
--------------------  ----------  --------------  --------------  -------------  ----------  -------------  ---------- 
 Total comprehensive 
  income for 
  the year                     -               -               -              -           -      (231,769)   (231,769) 
 
 Shares issues in 
  year                   414,105          76,868               -              -           -              -     490,973 
 Share options 
  issued                                                  38,992              -           -              -      38,992 
 Share options 
  cancelled                    -               -       (624,729)              -           -        624,729           - 
--------------------  ----------  --------------  --------------  -------------  ----------  -------------  ---------- 
 Total contribution 
  by and 
  distribution 
  to owners              414,105          76,868       (585,737)              -           -        624,729     529,965 
--------------------  ----------  --------------  --------------  -------------  ----------  -------------  ---------- 
 
 At 31 December 2018   4,573,429       1,480,791          38,992      6,920,115   6,808,742   (19,501,953)     320,116 
====================  ==========  ==============  ==============  =============  ==========  =============  ========== 
 

Notes to the Financial Information

   1.     Basis of preparation 

The unaudited consolidated half-yearly financial information in this report has been prepared on the basis of the accounting policies expected to apply for the financial year to 31 December 2019 and in accordance with recognition and measurement principles of International Financial Reporting Standards (IFRSs) as endorsed by the European Union. The accounting policies applied in the preparation of this half-yearly financial information are consistent with those used in the financial statements for the year ended 31 December 2018. There has been no material impact from the application of IFRS16. This interim report has not been reviewed by the Group's auditors, and does not constitute statutory accounts within the meaning of the Companies Act 2006. The financial information for the six months ended 30 June 2018 and 30 June 2017 is not audited.

The financial information contained in this document does not include all of the information required for full annual financial statements and do not comply with all of the disclosures in IAS34 'Interim Financial Reporting'. Accordingly, whilst this financial information has been prepared in accordance with IFRS they cannot be construed as being in full compliance with IFRS.

The financial information for the year ended 31 December 2018 does not constitute the full statutory accounts for that period. The Annual Report and Accounts for 31 December 2018 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Accounts for 2018 was unqualified and did not include references to any matters which the auditors drew attention to by way of emphasis without qualifying their report and did not contain statements under Section 498(2) or 498(3) of the Companies Act 2006.

   2.     Segmental analysis 

The chief operating decision maker has been identified as the Chief Executive Officer (CEO) of the Group. The chief operating decision maker is responsible for regularly assessing the performance of the Group's operating segments and performing the function of allocating resources. To assist the chief operating decision maker in this process, internally generated reporting is prepared for each operating segment.

The Group has three operating segments that it reports on. These operating segments are:

-- Transaction Services Revenues: This segment generates revenue from the processing of transactions on behalf of clients and is Mi-Pay Group plc's core business.

-- Fraud Services Revenues: This segment generates revenue from the assessment of transactions as to the likelihood of being fraudulent and processes or rejects based on this assessment with the company taking a risk as to the potential fraud.

-- Professional Services Revenues: This segment generates revenue from the development, delivery and hosting of our platform and client solutions.

The CEO assesses the performance of the operating segments based on revenue and gross profit. The CEO uses these measures to assess performance because they are quick to analyse and directly relevant to evaluating the results of each segment. (1)

The segments are continuing operations and results are as follows:

Operating Segments

 
                                          Unaudited     Unaudited       Audited 
                                         Six months    Six months          Year 
                                           ended 30      ended 30      ended 31 
                                          June 2019     June 2018      Dec 2018 
                                                GBP           GBP           GBP 
 Payment Transaction Value Processed     58,066,174    50,216,383   105,968,398 
 
 Transaction Services Revenue             1,298,214     1,249,174     2,606,781 
 Fraud Services Revenue                     203,833       134,486       329,602 
 Professional Services Revenue              176,267       180,379       400,642 
                                       ------------  ------------  ------------ 
 
 Total revenue                            1,678,314     1,564,039     3,337,025 
 
 Transaction Services cost of 
  sales                                     483,081       433,448       977,179 
 Fraud Services cost of sales               105,456       124,405       200,510 
 Professional Services cost of 
  sales                                      39,036        35,572        79,748 
                                       ------------  ------------  ------------ 
 
 Total cost of sales                        627,573       593,425     1,257,437 
 
 Transaction Services gross profit          815,133       815,726     1,629,602 
 Fraud Services gross profit                 98,377        10,081       129,092 
 Professional Services gross 
  profit                                    137,231       144,807       320,894 
                                       ------------  ------------  ------------ 
 
 Total gross profit                       1,050,741       970,614     2,079,588 
                                       ============  ============  ============ 
 
 Transaction Services gross profit 
  %                                             63%           65%           63% 
 Fraud Services gross profit 
  %                                             48%            7%           39% 
 Professional Services gross 
  profit %                                      78%           80%           80% 
                                       ------------  ------------  ------------ 
 
 Total gross profit %                           63%           62%           62% 
                                       ============  ============  ============ 
 

(1) There is no inter segment trading and assets and liabilities are not allocated to segments.

   3.    Operating Loss 

This is arrived at after charging / (crediting)

 
                                         Unaudited     Unaudited     Audited 
                                        Six months    Six months        Year 
                                          ended 30      ended 30       ended 
                                         June 2019     June 2018      31 Dec 
                                               GBP           GBP        2018 
                                                                         GBP 
 Expenses by nature 
 Staff costs - operating and 
  administration                           461,910       269,370     790,828 
 Research and development (includes 
  staff costs)                             298,132       285,521     646,550 
 Depreciation of property, plant 
  and equipment                             65,655        55,571     120,345 
 Operating lease expense                    13,731        15,978      36,376 
 Foreign exchange loss / (gain)             21,302      (19,926)     (5,655) 
 Share Based payments                            -             -      38,992 
 Other administration expenses             288,799       510,050     674,053 
                                      ------------  ------------  ---------- 
 Total administrative expenses           1,149,529     1,116,564   2,301,489 
                                      ============  ============  ========== 
 
   4.     Staff costs 
 
                                       Unaudited     Unaudited     Audited 
                                      Six months    Six months        Year 
                                        ended 30      ended 30       ended 
                                       June 2019     June 2018      31 Dec 
                                             GBP           GBP        2018 
                                                                       GBP 
 Staff costs (including Directors 
  compromise): 
 Wages and salaries                      733,746       651,723   1,359,235 
 Defined contribution pension 
  cost                                    11,798        13,157      20,500 
 Social security contributions 
  and similar taxes                       40.475        34,575      78,142 
 
 Total staff costs                       786,019       699,455   1,457,877 
                                    ============  ============  ========== 
 
   5.     Loss per share 
 
                                        Unaudited     Unaudited      Audited 
                                       Six months    Six months         Year 
                                         ended 30      ended 30     ended 31 
                                        June 2019     June 2018     Dec 2018 
                                              GBP           GBP          GBP 
-----------------------------------  ------------  ------------  ----------- 
 Loss for the year                       (98,098)     (145,764)    (221,214) 
 Weight-average shares outstanding 
  (number)                             45,734,277    44,361,554   45,044,102 
-----------------------------------  ------------  ------------  ----------- 
 
 Basic EPS                                 (0.2)p        (0.3)p        (0.5) 
 Diluted EPS                               (0.2)p        (0.3)p        (0.5) 
===================================  ============  ============  =========== 
 

The numerators shown above represent the total loss from continuing operations for the period or year.

Since the Group was in a loss making position for all three periods presented, there was no difference between the weighted average number of shares used to calculate basic and diluted net loss per share.

   6.     Trade and other receivables 
 
                                        Unaudited     Unaudited     Audited 
                                       Six months    Six months        Year 
                                         ended 30      ended 30       ended 
                                        June 2019     June 2018      31 Dec 
                                              GBP           GBP        2018 
                                                                        GBP 
 Trade receivables                        215,430        89,460     126,642 
 Less: provision for impairment                 -             -           - 
  of trade receivables 
                                     ------------  ------------  ---------- 
 
 Trade receivables - net                  215,430        89,460     126,642 
 
 Client receivables                     1,324,037       981,041     969,098 
 Prepayments                              102,937       114,120      74,019 
 Other receivables                         12,653       145,522      38,599 
                                     ------------  ------------  ---------- 
 
 Total trade and other receivables      1,655,057     1,330,143   1,208,358 
                                     ============  ============  ========== 
 
   7.     Trade and other payables 
 
                                      Unaudited     Unaudited     Audited 
                                     Six months    Six months        Year 
                                       ended 30      ended 30    ended 31 
                                      June 2019     June 2018    Dec 2018 
                                            GBP           GBP         GBP 
 Trade payables                         331,779       228,155     235,755 
 Client payables                      4,175,133     3,640,333   3,848,251 
 Accruals                               209,057       321,968     214,293 
 Deferred income                         47,327        19,763      18,933 
 Other payables - tax and social 
  security payments                      47,810        65,949      59,135 
 Deferred directors' emoluments         149,469       149,269     149,267 
 Other Payables                          59,880        68,705      72,210 
                                   ------------  ------------  ---------- 
 
 Total trade and other payables       5,020,455     4,494,142   4,597,844 
                                   ============  ============  ========== 
 
   8.       Share capital and premium 
 
                         Number of   Share Capital   Share premium 
                            shares             GBP             GBP 
 At 30 June 2018        45,734,277       4,573,429       1,480,791 
 
 At 31 December 2018    45,734,277       4,573,429       1,480,791 
 At 30 June 2019        45,734,277       4,573,429       1,480,791 
 
 

On 1 March 2018 Mi-Pay placed 4,141,048 new ordinary shares of 10p nominal value each ('Placing Shares') at a placing price of 12.5p per share (the "Placing Price") (the 'Placing').

   9.       Share Based Payment 

The Group operates two equity-settled share-based remuneration (share options) schemes for employees: a United Kingdom tax authority approved EMI share options scheme and an unapproved share option scheme. The granting of options to employees in 2014 and 2018 was decided upon by the Group and no legal or constructive obligation exists to grant further options in future years.

On 28 February 2018, the Group issued options over a total of 3,750,000 Ordinary Shares (under the terms of the Group's existing share option scheme), with an exercise price of 13 pence per share. Existing share options over 3,763,425 Ordinary Shares with an exercise price of 41 pence have been cancelled, or forgone. As a result of cancellation of previously issued share options, the GBP624,729 of share option reserve as at 31 December 2017 was transferred to retained deficit during the six month period to 30 June 2018 with no impact on the Consolidated Statement of Comprehensive Income for the six month period to 30 June 2019. A charge of GBP38,992 was made to the Consolidated Statement of Comprehensive Income for the new issue during the period to 31 December 2018.

The vesting condition for employees awarded share options is to deliver 3 consecutive months of positive Earnings before Interest and Tax and that the individual remains an employee of the Group over the vesting period which was achieved in the year to 31 December 2018. The contractual life of the options is ten years and there are no cash settlement alternatives.

The movement in the number of share options in the 6 month period to 30 June 2019 is set out below.

 
                                       Exercise price               Number 
                                                (GBP) 
                                              30/6/19         Period ended 
                                                                   30/6/19 
 
 Brought forward at 1 January                    0.13            3,750,000 
 Lapsed/surrendered during                          -                    - 
  the period 
 Granted during the period                          -                    - 
 Carried forward at 30 June 
  2019                                           0.13            3,750,000 
 Exercisable at 30 June 2019                     0.13            3,750,000 
 

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

IR USONRKKAKUAR

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September 25, 2019 02:00 ET (06:00 GMT)

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