TIDMMPAY

RNS Number : 1674Z

Mi-Pay Group PLC

16 September 2015

16 September 2015

Embargoed until 07:00

Mi-Pay Group plc

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

Interim Results

Mi-Pay Group plc (AIM: MPAY), the leading provider of mobile payment solutions to Mobile Network Operators and Mobile Virtual Network Operators, is pleased to present its unaudited Interim Results for the six months ended 30 June 2015.

Operational Highlights

-- The volume of transactions processed in the period increased by 48% in the period versus H1 2014 after adjustment for the terminated client in 2013. (22% before adjustment)

-- The trial of full on-line and on-device top up solutions with a major UK Mobile Network is ongoing.

-- Contract extensions with our two largest customers have been secured for an additional two years.

-- We have continued to deliver high payment success rates and low fraud levels in line with internal targets during the period.

   --      38% reduction in headcount over the 12 month period to 30 June 2015 

-- Delivery of new global data centre infrastructure providing enhanced flexibility, scalability and redundancy across both Europe and Asia Pacific.

Financial Highlights

   --      Total revenue increased 10% to GBP1.5 million (H1 2014: GBP1.4 million). 

-- Underlying total Revenue (excluding the client terminated in 2013) increased to GBP1.47 million (H1 2014: GBP1.11 million) an increase of 33%.

-- Gross margin increased to 49% (H1 2014: 45%) following delivery of the internally developed fraud solution.

-- General and administration expenses reduced by GBP0.7 million to GBP1.2 million (H1 2014: GBP1.9 million).

-- Reduction of Operating loss to GBP1.1 million for the period (H1 2014: GBP3.0 million). Significantly reduced Adjusted Operating Loss* of GBP0.8 million (H1 2014: GBP1.5 million).

-- Raised additional investment funding of GBP1.75 million in March 2015 (GBP1.6 million net of costs).

   --      Cash & cash equivalents as at 30 June 2015 were GBP3.8 million (H1 2014: GBP2.2 million). 

-- Net cash flows from operating activities GBP0.2 million. (H1 2014: Net cash outflow GBP2.4 million)

   --      Basic and diluted loss per share 3 pence (H1 2014: 12 pence loss per share). 

Seamus Keating, Chairman of Mi-Pay Group plc commented:

"Following the investment and restructuring in 2014, the Board is pleased to report the improvement in the Group's financial performance. We have continued to see core transaction volumes grow driving increased revenues, primarily from developing our relationships with existing clients. Gross margins have increased as we have insourced our fraud management capability and we have delivered a material reduction in general and administration expenses. These reductions have all combined to deliver a GBP0.7 million improvement in Adjusted Operating Loss* over the period when compared to the same period in 2014. The continued month by month reduction in losses and cash burn, combined with the GBP1.75 million new equity investment in March 2015 and GBP0.3 million research and development tax credit for 2014 (received in August 2015), provides us with a strong cash platform which will enable us to continue to grow and invest and as such we remain on target to deliver positive trading cash flow in 2016"

*Adjusted Operating loss defined as Operating Loss for the period before charging share based payments and non-recurring expenses directly attributable to the listing transaction and subsequent group reorganisation

For further information please contact:

 
 Mi-Pay Group plc           Newgate                 Zeus Capital 
 Tel: +44 207 112 2129      Tel: +44 207 653 9850   Tel +44 20 7533 7727 
 Seamus Keating, Chairman   Robyn McConnachie       Ross Andrews 
 John Beale, CFO            Ed Treadwell            Jamie Peel 
                             Tim Thompson 
 

Founded in 2003, Mi-Pay Group plc delivers fully outsourced online and related payment solutions to digital ecommerce clients, primarily in the mobile sector. Mi-Pay provides the infrastructure to enable pre-paid mobile devices to be topped up via a variety of channels such as websites, mobile applications and social media applications, and customers include Mobile Network Operators (MNOs) and Mobile Virtual Network Operators (MVNOs). Mi-Pay sells, integrates and operates its products and solutions on a global basis. For further information, please visit www.Mi-Pay.com or use the contact details above.

Chief Executive Officer's review

H1 2015 Overview

Mi-Pay has delivered significant improvement in H1 2015 trading performance following the investments and restructuring in 2014 and is trading in-line with management's expectations. We have continued to deliver growth in our core proposition of Transaction Services Revenues and have maintained consistent levels of Professional Services Revenues whilst driving improved gross profits and reduced administration expenses.

We are continuing to see the migration of consumers to the direct, online channel and expect this to continue as our clients look to drive more digital volumes. Our ability to provide a market leading payment experience, whilst removing our clients' risks keeps us in a strong position to take advantage of this continuing migration trend.

Strategy

Our strategy is to deliver outsourced online payment solutions, primarily to Mobile Operators enabling them to better serve their pre-paid subscriber base. Our value proposition provides an excellent and complete outsourced end-user experience and where required, indemnifies our clients against fraudulent transactions. Mi-Pay's products also increase revenue through better customer payment experience maximising payment success rates. In addition our products provide an invaluable tool for customer relationship management - reducing churn rates and enabling online payment solutions as a marketing tool. Critically we are payment agnostic and will facilitate across our client base the relevant market leading payment methods, applying our own experience and optimisation techniques to enhance the existing customer experience. This approach both improves the customer journey and future proofs our clients' payment, security and risk management capabilities.

We aim to offer our clients a multi-faceted payment solution to enhance their customer retention strategies. This will enable them to deliver long term direct channel strategies transitioning their customers from traditional unregistered 'card' payment solution, to 'one click', recurring, secure, multi-channel payment solutions. As a result our clients will also be able to market directly to their consumers via our channels, helping them to drive long term value.

Having now been connected to major operators in the UK and Europe we continue to see strong migration onto the digital channel. We are targeting growth in volumes from existing clients as they continue to look for competitive solutions to retain and better manage their consumer bases. The changing world of payments further enhances our position as a consolidator of the market to de-risk our client's future access to their customers.

Asia Pacific is a market of significant potential, where the penetration of consumers with both smartphones and bank accounts is growing to a level of critical mass. The global investments of Visa, MasterCard and subsequent payment experts such as PayPal continue to drive the unbanked consumers to become banked, facilitating our future growth in Asia Pacific and enabling us to engage with clients across the region.

Our solution provides a high value and risk free option to the Mobile Operators, whilst at the same time it provides our payment partners with access to growing markets. In Asia specifically our experience in optimising online payment solutions whilst managing fraud is unique and provides a clear competitive advantage as the market develops.

Operational Review

Trading

Revenue in the half-year amounted to GBP1.5 million (H1 2014: GBP1.4 million). However, this masks the loss of a client in 2013 which reduced comparable revenues by GBP0.2 million. Excluding this client, we delivered a 33% improvement in total revenues.

Our growth was primarily delivered from our existing European clients through the implementation of new services and the natural migration of their consumers to the on-line channel. This delivered transaction volumes above management's expectations.

During H1 2015 we saw strong growth from the ongoing trial of full on-line and on-device top up solutions with a major UK Mobile Network. This trial has proved successful, leading to transaction volumes increasing from 5,000 to the current run-rate of 70,000 per calendar month. The client is now clearly demonstrating a strategic focus on improving the digital experience to drive more consumers toward the digital channel. We are particularly pleased to have delivered top-up services within the client's mobile 'app' and to have delivered new payment methods and channels, such as PayPal and PowaTag, to its customers, thereby further enhancing our mobile wallet and on device solutions.

In the Philippines the Mi-Pay service is live with a major Mobile Operator, but we do not expect a meaningful build-up of transaction revenues until the Mobile Operator launches its marketing campaign, which we currently understand will be commencing later this year.

The successful delivery of our internal fraud engine resulted in a 4% improvement in gross margins for the period, with no adverse impact to our levels of fraud incurred. In addition the business restructure delivered a GBP0.7 million reduction in general and administration costs, which has enabled us to materially reduce our loss from continuing operations to GBP1.0 million for the 6 months ended 30 June 2015 (GBP2.8 million for the 6 month period ended 30 June 2014 which, as noted below included GBP1.2 million of exceptional costs related to the listing on AIM).

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Investment in the Business

Despite the reduction in headcount, we have continued to invest in the Mi-Pay infrastructure, solutions and products. During the period we:-

-- Delivered new solutions to our clients that enable top-up payment via mobile Applications and on device solutions.

   --      Integrated with PowaTag to enable consumers to top up their credit via QR codes. 

-- Continued to develop new payment solutions focusing on social media and next generation payment methods.

-- Designed and built a new global Data Centre infrastructure, supported by the next generation IBM Softlayer technology. This has delivered live service from August 2015 and provides:-

o Dual data centres in Europe and Asia to support regional growth.

o Enhances redundancy and fail over capability for all of our clients.

o Real flexibility for global growth and the ability to efficiently migrate our solution anywhere globally as required.

-- Continued to achieve historic low fraud levels and improved top-up success rates for our clients. We are also pleased that the implementation of our internal fraud management engine has not negatively impacted performance. We continue to invest in developing software and fraud management capabilities which enable us to enhance both business performance and intellectual property.

-- Invested in our platform security to successfully deliver the enhanced requirements of PCI:DSS level 1 compliance for the 6(th) consecutive year. Critically this is across our new global infrastructure. (July 2015)

   --      Maintained a consistent level of research and development expenditure 

Financial Review

 
                                                                      Six months 
                                                        Six months         ended    Year ended 
                                                          ended 30       30 June        31 Dec 
                                                         June 2015          2014          2014 
                                                               GBP           GBP           GBP 
--------------------------------------------------    ------------  ------------  ------------ 
 Transaction Services Revenue                            1,111,359     1,002,781     2,033,961 
 Professional Services Revenue                             388,713       355,630       665,354 
 Revenue                                                 1,500,072     1,358,411     2,699,315 
 Lost contract                                            (26,587)     (246,472)     (342,870) 
 Underlying Revenue                                      1,473,485     1,111,939     2,356,445 
----------------------------------------------------  ------------  ------------  ------------ 
 
 Gross profit                                              736,229       613,855     1,203,710 
 Gross profit %                                                49%           45%           45% 
----------------------------------------------------  ------------  ------------  ------------ 
 
 Operating loss                                        (1,115,551)   (3,012,373)   (4,714,121) 
                Share-based payment                        202,473        76,115       298,419 
                Exceptional items - listing costs                -     1,166,517     1,166,816 
                Other non-recurring costs                   84,461       303,324       390,585 
 Adjusted Operating loss                                 (828,617)   (1,466,416)   (2,858,301) 
 Loss for the period/year from continuing 
  operations                                           (1,005,961)   (2,837,802)   (4,317,643) 
----------------------------------------------------  ------------  ------------  ------------ 
 Net cash flow from operating activities                   186,048   (2,440,747)   (3,114,079) 
 Cash flow from financing                                1,613,495       849,089       832,589 
 Cash and cash equivalents                               3,756,283     2,215,085     2,002,698 
 
 Basic and diluted loss per ordinary 
  share                                                       (3)p         (12)p         (15)p 
---------------------------------------------------   ------------  ------------  ------------ 
 

During the six month period to 30 June 2015 and in comparison to the six month period to 30 June 2014:

-- We have seen improvement in both our Transactions Services and our Professional Service gross margin, delivering an overall 4% improvement. This was directly attributed to the delivery of our in house fraud solution and a more efficient project delivery model. Additional opportunities exist to increase these further through:-

o Growth in transaction volume driving natural efficiencies with better supplier terms.

o Growth in transaction volumes and a wider roll out of our products enabling us to further mitigate fraud risks.

o A change in mix towards higher margin business.

-- General and administration costs reduced by GBP0.7 million, as we resized the business and successfully restructured the delivery model. We have continued to deliver the same levels of growth and revenues, including the enhancement of our solutions despite the headcount reductions.

-- In line with expectation we incurred GBP0.1 million non-recurring restructuring costs during the period.

The Group ended the period with GBP3.8 million in cash and cash equivalents (GBP2.2 million at 30 June 2014), noting that of this balance GBP2.3 million related to the operation of managing client payments (GBP1.1 million at 30 June 2014). We were pleased to deliver a small but positive net cash flow from operating activities during the period of GBP0.2 million (GBP2.4 million net cash outflow for the 6 months ended 30 June 2014), primarily due to the reduced losses and the more efficient management of working capital arising from improvements in the settlement times of client monies.

Additionally, in August 2015 the Group received GBP0.3 million for research and development tax credits relating to the 12 month period to 31 December 2014. This increase to our cash and cash equivalents will, the Directors believe, provide the Group with sufficient funds to continue to invest and organically grow the business towards achieving our target of being cash positive in 2016.

Fundraising

On 9 March 2015, the Group completed further investment for working capital raising GBP1.75 million (before expenses) through the issue and allotment of 7,608,696 ordinary shares at 23 pence each.

Employees

We recognise that the performance achieved in this period would not have been possible without the support and continued dedication of our staff who have supported the new delivery model and continued to deliver solutions to our clients, support the strong transaction growth and develop improved, secure technologies despite the restructure during the period. They are our most valuable resource and we would like to thank them for their efforts.

Outlook

Mi-Pay has made significant progress towards delivering its short term objective of becoming cash generative in 2016. Having invested heavily in 2014 the benefits of this are now being demonstrated in the Groups performance at every level with increased revenues, gross profits and reduced administrative expenses. We expect to continue to reduce cash burn on a month-by-month basis, see continued revenue growth from all of our clients and continue to improve our gross margins.

Continued investment into our fraud management capabilities and delivery in 2015 of a flexible, security compliant global infrastructure environment, will provide us with a platform to grow more effectively and with greater stability. Our focus for the rest of 2015 and 2016 is to achieve profitability, continue to support and grow our existing client bases and deliver new clients, specifically targeting the increasing need for more mobile and social media based payment experiences in a safe, secure and fully managed environment.

The Board remains confident that our total market opportunity continues to increase as the on-line payments market expands globally, and our growing relationship with all of our clients keeps us in a strong position to take advantage of this. The key market of Asia remains an opportunity and one that we expect to deliver growth for us over the longer term.

 
 Michael Dickerson   Seamus Keating 
 CEO                 Chairman 
 
 
 Consolidated Statement of Comprehensive Income 
  For the period of six months ended 30 June 2015 
 
 
                                                                     Six months 
                                                       Six months         ended     Year ended 
                                                         ended 30       30 June    31 December 
                                                        June 2015          2014           2014 
                                              Note            GBP           GBP            GBP 
------------------------------------------   -----  -------------  ------------  ------------- 
 Revenue                                                1,500,072     1,358,411      2,699,315 
 
 Cost of sales                                          (763,843)     (744,556)    (1,495,605) 
-------------------------------------------  -----  -------------  ------------  ------------- 
 
 Gross profit                                    2        736,229       613,855      1,203,710 
 
 Administrative expenses 
------------------------------------------   -----  -------------  ------------  ------------- 
 General and administration                           (1,218,696)   (1,913,369)    (3,116,789) 
 Research and development                               (349,569)     (361,470)    (1,117,915) 
 Depreciation and amortisation                           (81,042)     (108,757)      (217,892) 
 Share-based payment                                    (202,473)      (76,115)      (298,419) 

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 Exceptional items - listing costs               3              -   (1,166,517)    (1,166,816) 
 
 Total administrative expenses                        (1,851,780)   (3,626,228)    (5,917,831) 
 
 Operating loss                                       (1,115,551)   (3,012,373)    (4,714,121) 
 
 Finance income                                             1,031         8,100         19,142 
 Finance expense                                            (471)     (107,618)      (124,792) 
-------------------------------------------  -----  -------------  ------------  ------------- 
 Loss before taxation                                 (1,114,991)   (3,111,891)    (4,819,771) 
 
 Taxation                                        4        109,030       274,089        502,128 
-------------------------------------------  -----  -------------  ------------  ------------- 
 
 Loss for the period/year from continuing 
  operations                                          (1,005,961)   (2,837,802)    (4,317,643) 
-------------------------------------------  -----  -------------  ------------  ------------- 
 
 Other Comprehensive expense for 
  the year 
 Exchange differences on translation 
  of foreign operations                                   (1,927)             -        (3,838) 
 
 Loss and total comprehensive expense 
  for period 
  attributable to the owners of the 
  parent                                              (1,007,888)   (2,837,802)    (4,321,481) 
-------------------------------------------  -----  -------------  ------------  ------------- 
 
 Basic and diluted loss per ordinary 
  share for continuing operations                5           (3)p         (12)p          (15)p 
-------------------------------------------  -----  -------------  ------------  ------------- 
 
 
 The notes on pages 12 to 14 form part 
  of these financial statements. 
 
 
 
 
 Consolidated Statement of Financial Position 
 As at 30 June 2015 
 
                                                                       Six months 
                                                        Six months          ended     Year ended 
                                                          ended 30        30 June    31 December 
                                                         June 2015           2014           2014 
                                               Note            GBP            GBP            GBP 
----------------------------------------     ------  -------------  -------------  ------------- 
 ASSETS 
 Non-current assets 
 Other non-current financial                                     -        166,669              - 
  assets 
 Property, plant and equipment                             275,197        415,195        310,281 
 Deferred tax asset                                              -          1,413              - 
-----------------------------------------    ------  -------------  -------------  ------------- 
 Total non-current assets                                  275,197        583,277        310,281 
 
 Current assets 
 Trade and other receivables                      6        966,705      1,200,376        759,143 
 Current tax                                               451,512        387,565        339,333 
 Cash and cash equivalents                               3,756,283      2,215,085      2,002,698 
 Other current financial assets                                  -        333,332              - 
------------------------------------------   ------  -------------  -------------  ------------- 
 Total current assets                                    5,174,500      4,136,358      3,101,174 
 
 Total assets                                            5,449,697      4,719,635      3,411,455 
-------------------------------------------  ------  -------------  -------------  ------------- 
 
 LIABILITIES 
 Current liabilities 
 Trade and other payables                         7    (3,866,172)    (2,651,806)    (2,636,010) 
 Obligations under finance 
  lease                                                   (66,000)       (66,000)       (66,000) 
 Total current liabilities                             (3,932,172)    (2,717,806)    (2,702,010) 
 
 Non-current liabilities 
 Obligations under finance 
  lease                                                  (132,000)      (181,500)      (165,000) 
------------------------------------------   ------  -------------  -------------  ------------- 
 Total non-current liabilities                           (132,000)      (181,500)      (165,000) 
 
 Total liabilities                                     (4,064,172)    (2,899,306)    (2,867,010) 
-----------------------------------------    ------  -------------  -------------  ------------- 
 
 Net assets                                              1,385,525      1,820,329        544,445 
-----------------------------------------    ------  -------------  -------------  ------------- 
 
 Equity 
 Share capital                                           4,159,323      3,401,992      3,398,453 
 Share premium                                           1,403,923        529,268        518,298 
 Share options reserve                                     500,892         76,115        298,419 
 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                                     (18,407,470)   (15,915,903)   (17,399,582) 
-----------------------------------------    ------  -------------  -------------  ------------- 
 Total equity attributable to the equity 
  shareholders of the parent                             1,385,525      1,820,329        544,445 
 
 
   The notes on pages 12 to 14 form part 
   of these financial statements. 
 
 
 
                      Approved by the Board of Directors and authorised for issue 
                                                             on 15 September 2015 
 
 
 
 
   Michael Clay Dickerson 
 Chief executive officer 
 
 
 
 
 Consolidated Statement of Cash 
  Flows 
 For the period of six months ended 
  30 June 2015 
 
                                                                       Six months 
                                                         Six months         ended    Year ended 
                                                           ended 30       30 June        31 Dec 
                                                          June 2015          2014          2014 
                                                Note            GBP           GBP           GBP 
----------------------------------------      ------   ------------  ------------  ------------ 
 Cash flows from operating 
  activities 
 Loss before tax from continuing 
  operations                                            (1,114,991)   (3,111,891)   (4,819,771) 
------------------------------------------     ------  ------------  ------------  ------------ 
 
 Adjusted for: 
 Depreciation                                                81,042       108,757       217,892 
 Finance income                                             (1,031)       (8,100)      (19,142) 
 Finance expense                                                471       107,618       124,792 
 Share based payment                                        202,473     1,006,651     1,228,955 
 
 (Increase) / decrease in trade 
  and other receivables                                   (207,562)       576,080     1,017,302 
 Increase / (decrease) in trade 
  and other payables                                      1,228,235   (1,122,740)   (1,138,536) 
 
 Adjusted loss from operations after 
  changes in working capital                                188,637   (2,443,625)   (3,388,508) 
 
 Interest received                                            1,031         8,100        19,142 
 Interest paid                                                (471)         (334)      (17,508) 
 Income taxes (paid) / received                             (3,149)       (4,888)       272,795 
 
 Net cash flows from operating 
  activities                                                186,048   (2,440,747)   (3,114,079) 
 
 Cash flows from investing 
  activities 
 Cash acquired on acquisition                                     -     2,808,149     2,808,149 
 Redemption of loan notes 
  receivable                                                      -        83,333       564,999 
 Purchase of property, plant 
  and equipment                                            (45,958)      (41,136)      (45,357) 
 
 Net cash flows from investing 
  activities                                               (45,958)     2,850,346     3,327,791 
 
 Cash flows from financing 
  activities 
 Proceeds from issue of share capital, 
  net of issue costs                                      1,646,495       700,000       700,000 
 Issue of debt and convertible 
  debt, net of issue costs                                        -       198,589       198,589 
 Finance lease payments                                    (33,000)      (49,500)      (66,000) 
 
 Net cash flows from financing 
  activities                                              1,613,495       849,089       832,589 
 
 Net increase in cash and cash 
  equivalents                                             1,753,585     1,258,688     1,046,301 
 Cash and cash equivalents at beginning 
  of period                                               2,002,698       956,397       956,397 
-------------------------------------------    ------  ------------  ------------  ------------ 
 
 Cash and cash equivalents 
  at end of period                                        3,756,283     2,215,085     2,002,698 
------------------------------------------     ------  ------------  ------------  ------------ 
 
 
 
 
 
 Consolidated Statement of Changes in Equity 
 For the period of six months ended 30 June 2015 
 
 
 
 
                                                                    Treasury 

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                                                                         and 
                                                                        ESOP   Convertible       Share        Reverse 
                                                Share       Share      share   debt option     options    acquisition      Merger       Retained 
 For the period ended 30 June 2015            capital     premium    reserve       reserve     reserve        reserve     reserve        deficit         Total 
                                                                                                                                                           GBP 
                                                  GBP         GBP        GBP           GBP         GBP            GBP         GBP            GBP 
-----  ------  -----  -------------------  ----------  ----------  ---------  ------------                             ----------  -------------  ------------ 
 At 1 January 2015                          3,398,453     518,298          -             -     298,419      6,920,115   6,808,742   (17,399,582)       544,445 
 Loss for the period from continuing 
  operations                                        -           -          -             -           -              -           -    (1,005,961)   (1,005,961) 
-----------------------------------------  ----------  ----------  ---------                                                       -------------  ------------ 
 Other comprehensive expense for 
  the period                                        -           -          -             -           -              -           -        (1,927)       (1,927) 
 Placing of new ordinary shares 
  in the period                               760,870     885,625          -             -           -              -           -              -     1,646,495 
 Share-based payment                                -           -          -             -     202,473              -           -              -       202,473 
 
 At 30 June 
  2015                                      4,159,323   1,403,923          -             -     500,892      6,920,115   6,808,742     18,407,470     1,385,525 
-------------   -------------------------  ----------  ----------  ---------  ------------  ----------  -------------  ----------  -------------  ------------ 
 
 
 
 
 
 
 

Consolidated Statement of Changes in Equity

For the period of six months ended 30 June 2015

 
                                                     Treasury 
                                                     and ESOP   Convertible     Share       Reverse 
 For the period ended         Share          Share      share   debt option   options   acquisition      Merger       Retained 
 30 June 2014               capital        premium    reserve       reserve   reserve       reserve     reserve        deficit         Total 
                                GBP            GBP        GBP           GBP       GBP           GBP         GBP            GBP           GBP 
      -----------------  ----------  -------------  ---------  ------------                                      -------------  ------------ 
 At 1 January 2014          586,523     10,173,434   (11,146)       817,548         -             -           -   (13,306,991)   (1,740,632) 
 Loss for the period 
  from continuing 
  operations                      -              -          -             -         -             -           -    (2,837,802)   (2,837,802) 
-----------------------  ----------  -------------  ---------  ------------  --------  ------------  ----------  -------------  ------------ 
 Share capital issued 
  pre-acquisition           142,916      1,785,717          -     (751,329)         -             -           -        173,817     1,351,121 
 ESOP and remaining 
  convertible 
  loans conversion                -              -     11,146      (66,219)         -             -           -         55,073             - 
 Reverse takeover 
  acquisition             (729,439)   (11,959,151)          -             -         -    14,989,579           -              -     2,300,989 
 Merger reserve           2,191,258              -          -             -         -   (9,000,000)   6,808,742              -             - 
 AimShell Acquisitions 
  plc existing 
  and additional 
  placing shares          1,210,734        529,268          -             -         -             -           -              -     1,740,002 
 Share-based payment              -              -          -             -    76,115       930,536           -              -     1,006,651 
 
 At 30 June 2014          3,401,992        529,268          -             -    76,115     6,920,115   6,808,742   (15,915,903)     1,820,329 
-----------------------  ----------  -------------  ---------  ------------  --------  ------------  ----------  -------------  ------------ 
 
 
 
 Consolidated Statement of 
 Changes in 
 Equity 
 For the year ended 
 31 December 
 2014 
 
                                                  Treasury 
                                                  and ESOP   Convertible     Share       Reverse 
 For the year ended        Share          Share      share   debt option   options   acquisition      Merger       Retained 
  31 December 2014       capital        premium    reserve       reserve   reserve       reserve     reserve        deficit         Total 
                             GBP            GBP        GBP           GBP       GBP           GBP         GBP            GBP           GBP 
 -----------------    ----------  -------------  ---------  ------------                                      -------------  ------------ 
 At 1 January 
  2014                   586,523     10,173,434   (11,146)       817,548         -             -           -   (13,306,991)   (1,740,632) 
 Loss for the year 
  from continuing 
  operations                   -              -          -             -         -             -           -    (4,317,643)   (4,317,643) 
--------------------  ----------  -------------  ---------  ------------  --------  ------------  ----------  -------------  ------------ 
 Other comprehensive 
  expense 
  for the year                 -              -          -             -         -             -           -        (3,838)       (3,838) 
 Share capital 
  issued 
  pre-acquisition        142,916      1,785,717          -     (751,329)         -             -           -        173,817     1,351,121 
 ESOP and remaining 
  convertible 
  loans conversion             -              -     11,146      (66,219)         -             -           -         55,073             - 
 Reverse takeover 
  acquisition          (729,439)   (11,959,151)          -             -         -    14,989,579           -              -     2,300,989 
 Merger reserve        2,191,258              -          -             -         -   (9,000,000)   6,808,742              -             - 
 AimShell 
  Acquisitions plc 
  existing 
  and additional 
  placing shares       1,207,195        518,298          -             -         -             -           -              -     1,725,493 
 Share-based 
  payment                      -              -          -             -   298,419       930,536           -              -     1,228,955 
 
 At31 December2014     3,398,453        518,298          -             -   298,419     6,920,115   6,808,742   (17,399,582)       544,445 
------------------    ----------  -------------  ---------  ------------  --------  ------------  ----------  -------------  ------------ 
 
 

Notes to the Financial Statements

   1     Basis of preparation 

The unaudited interim financial statements have been prepared on the basis of the accounting policies expected to apply for the financial year to 31 December 2015 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 these interim financial statements are consistent with those used in the financial statements for the year ended 31 December 2014. These financial statements are unaudited, have not been reviewed by the Group's auditors, and do not constitute statutory accounts within the meaning of the Companies Act 2006.

The interim financial statements do 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 while the interim financial statements have 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 2014 does not constitute the full statutory accounts for that period. The Annual Report and Accounts for 31 December 2014 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Accounts for 2014 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 two 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.

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

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