TIDMEQLS

RNS Number : 7888Z

Equals Group PLC

23 September 2020

 
   23 September 2020 
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR")

Equals Group plc

("Equals" or the "Group")

Interim Results

'Resilience against Covid-19 headwinds; revenues increased and expenditure decreased in H1-2020'

Equals (AIM:EQLS) , the fast-growing B2B focused e-banking and international payments group, announces its interim results for the six months ended 30 June 2020 (the 'period' or 'H1-2020').

H1-2020 Financial Highlights

 
 GBPmillions                      H1-2020        H1-2019   H2-2019 
                                            (restated**) 
 Underlying transaction values 
 - B2B                              1,197            878     1,210 
 - B2C                                363            378       421 
                                 --------  -------------  -------- 
 
   GBP000's                         1,560          1,256     1,631 
 Revenue 
 - B2B                              9,021          6,852    10,442 
 - B2C                              4,751          6,724     6,927 
                                 --------  -------------  -------- 
                                   13,772         13,576    17,369 
 
 Gross profit                       8,738          9,303    11,264 
 
 Adjusted EBITDA*                     672          1,906     3,670 
 
 (Loss)/Profit after taxation     (3,169)            445   (5,816) 
 
 
   --   Group revenue up to GBP13.8 million 
   --   B2B revenue increased year-on-year by 32% as the Group continues 
         its focus on SMEs 
   --   B2B now represents 66% of total revenue up from 50% in H1-2019 
         and 60% in H2-2019 
   --   Gross profit held firm, lower by only 6% despite disruption 
         caused by Covid-19 
   --   Gross expenditure lower by 26% on H2-2019 through cost reduction 
         exercises 
   --   Adjusted EBITDA(*) of GBP0.7 million 
   --   46% reduction in loss after tax compared to prior six months, 
         resulting from lower capitalisation and fewer exceptionals 
   --   House funds GBP7.6 million as at 18 September 2020 (as reported 
         on 29 June 2020: GBP7.7 million) 
 

Post period end Highlights

 
   --   International Payments business resilient to-date in Q3-2020 
         at GBP3.8 million (GBP68k per day) compared to Q2 -2020: GBP3.5 
         million - (GBP58k per day) 
   --   Banking Services remain flat, but better than expected 
   --   Travel focused product lines continue to be impacted by Covid-19 
         travel restrictions and lack of consumer confidence 
   --   Corporate Expenses platform recovering to pre-Covid-19 levels 
   --   Revenue per day GBP114k in Q3-2020 to date versus GBP93k per 
         day in Q2-2020 
 

Commenting on the Interim Results, Ian Strafford-Taylor, CEO of Equals Group plc, said:

"We believe it is testament to the quality of the business and the resilience of our B2B focused model that we are reporting both an increase in revenue and decrease in underlying expenditure against the headwinds posed by a combination of Covid-19 and the changes forced upon the business as a result of the demise of Wirecard.

"Our revenues continue to grow against this unprecedented backdrop and we have not yet completed our exercise of cost savings which will benefit the second half of the year. With a stable cash position, we remain positive about our future prospects and although we are conscious of the potential for further disruption as a result of Covid-19, and indeed Brexit, we remain confident about the outlook for the Group."

Analyst meeting

A conference call for analysts hosted by Ian Strafford-Taylor (CEO) and Richard Cooper (CFO) will be held at 09.30am today, 23 September 2020. A copy of the Interim Results presentation is available at the Group's website: http://www.equalsplc.com .

For retail investors, a n audio webcast of the conference call with analysts will be available after 12pm today: https://webcasting.buchanan.uk.com/broadcast/5f4e5332b14d87262643ddd2

Notes

* Adjusted EBITDA

Adjusted EBITDA is defined as earnings before: depreciation, amortisation, impairment charges and share option charges. Following shareholder observations at the time of the 2019 annual results, adjusted EBITDA no longer includes R&D tax credits, instead these are accounted for in the taxation line.

** Accounting clarification and restatement

Totals may not sum due to rounding. Percentages are calculating on underlying figures before rounding. A detailed review of the accounting policies and recognitions have led to some minor re-profiling between the first and second halves of the year ending 31 December 2019. Where costs cannot be accurately attributed to each segment, they have been allocated on the basis of revenue.

- Ends -

For more information, please contact:

 
 Equals Group plc 
 Ian Strafford-Taylor, CEO                  Tel: +44 (0) 20 7778 
  Richard Cooper, CFO                                       9308 
                                               www.equalsplc.com 
 Cenkos Securities plc (Nominated Advisor 
  / Joint Broker) 
 Max Hartley / Callum Davidson              Tel: +44 (0) 20 7397 
  Nick Searle (Sales)                                       8900 
 Canaccord Genuity (Joint Broker) 
 Bobbie Hilliam / David Tyrell              Tel: +44 (0) 20 7523 
  Alex Aylen (Sales)                                        8150 
 Buchanan (Financial Communications) 
 Henry Harrison-Topham / Steph Watson       Tel: +44 (0) 20 7466 
  / Toto Berger                                             5000 
  equals@buchanan.uk.com                     www.buchanan.uk.com 
 

Notes to Editors:

Equals is a leading challenger brand in payments that disintermediates the incumbent banks with a superior user experience and low-cost operating model. The Group enables its business and personal customers to make easy, low-cost payments both domestically and in a broad range of currencies across a range of products all via one integrated system.

Equals provides money movement services to both business and personal customers through five inter-connected channels - International Payments, Corporate Expenses platform, Current Accounts and Travel Money (comprising currency cards and physical currency). International Payments channel supports wire transfer foreign exchange transactions direct to bank accounts. For corporates, Equals has a market-leading business-expenses solution based around its corporate platform and prepaid card which yields significant cost savings via tighter control on expenses before they are incurred coupled with eliminating inefficient processes. Equals also offers business and retail bank accounts with all the functionality offered by banks, namely faster payments, BACs, direct debits, international payments and a debit card. The Travel Money offerings (retail currency card and physical currency) represent cost-effective and secure methods for travelers to spend abroad.

Chief Executive Officer's Report

The Group entered 2020 with a clear aim to capitalise on the developments in its product and brand undertaken over the previous two years with a focus on B2B customers. The performance in Q1-2020 underlined the success of this strategy and the trajectory of the Group at that time. However, in late March, Covid-19 rapidly changed our priorities and the swift actions taken to ensure everyone could work remotely bore immediate fruit. Existing plans to 'right-size' the business were accelerated during this time and should be fully completed by the end of 2020 without harming the Group's future prospects and opportunities.

During lockdown, the Group availed itself of the Government's Covid-19 assistance with up to 73 staff being placed on furlough. The remaining staff, contractors and all directors cooperated by taking a 20% reduction in salaries for the three months of Q2-2020. Planned capital expenditure was also significantly lower at GBP0.2 million (including a replacement telephone system) from the GBP2.3 million incurred in FY-2019. This, combined with other tight financial controls, has resulted in the Group's financial position remaining robust, and as such, at the time of writing, the Group had GBP7.6 million of free cash, and its monthly operational cash-burn rate is getting close to zero.

In addition to the Covid-19 headwinds, towards the end of the half-year the industry was confronted with the demise of Wirecard AG, which caused issues for Wirecard's UK operating subsidiary and one of the Group's counterparties. The Group already had contingency plans to deal with an issuer problem of this nature enabling it to tackle both the immediate effects and to accelerate migration away from Wirecard. Moving away from Wirecard represents a significant logistical and operational challenge, at the end of which the Group will be much better placed in terms of reduced unit cost and improved revenues from its card programmes. The successful and rapid implementation of these contingency plans and the agility of the Group in terms of both its systems and its people bodes well for the future.

Other operational improvements made so far this year were:

 
 --   Implementation of core payment partnership with Citi Group, 
       supplementing existing arrangements with Barclays and RBS and 
       providing additional functionality and improved settlement 
       capabilities paving the way to straight-through-processing 
       (STP); 
 --   Integration of a new compliance system to lower onboarding 
       friction, particularly for B2B customers; 
 --   Migration of customer-facing phone system to a superior functionality, 
       lower-cost and more robust cloud-based solution improving efficiency 
       of outbound sales and customer services functions; 
 --   Significant progress in the migration of cards from Wirecard 
       to new multi-currency B2B Equals Spend cards and B2C FairFX 
       cards, on target for full transition by end of October 2020; 
       and 
 --   Rebuild and rebrand of the B2C FairFX website and app to support 
       a new multi-currency card offering. 
 

Financial Overview

A summary of the Group's underlying transaction values is shown below:

Underlying transaction values

 
 GBPmillions          International   Cards   even   Total     Banking    TOTAL 
                           Payments                     FX    Services 
 B2B 
  H1-2020                       818      93      -     911         286    1,197 
  H1-2019                       479     123      -     602         276      878 
  % Change on year             +71%    -25%      -    +51%         +3%     +36% 
  H2-2019                       735     147      -     882         327   1,2109 
 
 B2C 
  H1-2020                       237      29     19     285          78      363 
  H1-2019                       158      79     59     296          82      378 
  % change on year             +50%    -63%   -68%     +4%         -5%      -4% 
  H2-2019                       190      82     64     336          84      421 
 
 TOTALS 
  H1-2020                     1,055     122     19   1,196         364    1,560 
  H1-2019                       637     202     59     898         358    1,256 
  % change on year             +65%    -40%   -68%    +33%         +1%     +24% 
  H2-2019                       925     229     64   1,218         411    1,631 
 

Overall transaction values were up 24% on H1-2019 but down 4% on H2-2019. However, in International Payments values were 65% higher than H1-2019 and 14% higher than H2-2019 illustrating that the focus on this division is paying off.

Revenues

 
                  International   Cards    Cash   Total FX     Banking    TOTAL 
                       Payments                               Services 
 
 
  H1-2020                 8,233   2,642     393     11,268       2,504   13,772 
  H1-2019                 4,818   5,074   1,148     11,040       2,536   13,576 
  % change on 
   year                    +71%    -48%    -66%        +1%         -1%      +1% 
  H2-2019                 7,111   6,220   1,241     14,572       2,797   17,369 
 
 
 H1-2020 - B2B            6,242   1,487      10      7,739       1,282    9,021 
 B2B% of total              76%     56%       -        69%         51%      66% 
                 --------------  ------  ------  ---------  ----------  ------- 
 
 H1-2019 - B2B            3,202   2,384       -      5,586       1,266    6,852 
 B2B% of total              66%     47%       -        51%         50%      50% 
                 --------------  ------  ------  ---------  ----------  ------- 
 
 H2-2019 - B2B            5,799   3,199       -      8,998       1,445   10,443 
 B2B% of total              81%     51%       -        62%         52%      60% 
                 --------------  ------  ------  ---------  ----------  ------- 
 

The financial performance held up well in H1-2020. Group revenues were GBP13.8 million (H1-2019: GBP13.6 million) with a strong performance from International Payments in particular which generated GBP8.2 million (H1-2019: GBP4.8 million). Banking Services was consistent at GBP2.5 million. The Equals Spend B2B expenses platform was hit by the pandemic with revenues for the first half 38% lower than H1-2019 but recovering strongly in June and beyond. Travel money products (cards and cash) were directly impacted by the Covid-19 pandemic and revenues were 57% down on H1-2019, again showing recovery towards the end of the period.

Gross profits at GBP8.7 million were slightly below H1-2019 (GBP9.3 million) reflecting the impact of Covid-19 on the cards business where costs fell less than revenues due to fixed cost elements. The completion of the Wirecard migration will improve this position going forward and will also represent a lower-cost operating model for the card offerings.

The combination of marketing expenditure and gross operational expenditure was GBP11.5 million, 26% lower than H2-2019 (GBP15.6 million) and 7% lower than H1-2019 (GBP12.3 million), reflecting the cost savings initiated in late 2019 and accelerated during the period. The Group continued with its restructuring, taking its headcount down from a high of 337 employees to 280. Further reductions are planned before the end of FY-2020 as more engineering deployments are completed in the next few months and the Wirecard migration, to which the Group has allocated temporary resource to enable a seamless experience for its customers, is completed.

Without withholding supplier payments, the Group's free cash position as reported on 29 June 2020 was GBP7.7 million. I am pleased to report that as of Friday, 18 September 2020, the free cash position was GBP7.6 million. The Group has a deferred PAYE liability of GBP1.8 million and a settlement agreement has been reached with HMRC over a period to 31 August 2021. The Group has filed R&D tax credit claims for GBP2.3 million which will be used, when received, to accelerate the payment of deferred PAYE. This is a significantly more robust cash position than management had originally forecasted when Covid-19 first struck and it enables the Group to look forward with confidence.

Current Developments

The stated strategy of the Group - to focus on the B2B customer base by providing simple, integrated payments solutions augmented by market expertise to help SME's manage their multi-currency exposure and domestic payment needs - is proving successful.

The Group has assembled a unique product set that combines its FX heritage, systems and access via licences and permissions with our excellent settlements capabilities and card platforms thereby allowing SMEs access to sophisticated, bank-grade treasury functions to execute quick, cheap, complex and secure spot and forward foreign exchange contracts. The key for the Group going forwards is to further refine the Sales and Marketing strategy to grow customer numbers whilst continuing to improve the product offering.

Accordingly, the 'Go-To-Market' ('GTM') approach for SMEs (B2B) and consumers (B2C) has been sharpened with the Equals Money brand to be used for B2B and the newly refreshed FairFX brand for B2C. Both brands now operate on the same underlying payments infrastructure increasing operational efficiency and enabling the Group to leverage the combination of its historic customer base and the acquired assets of CityForex, Hermex, Casco and CardOneBanking into a clear holistic proposition for B2B customers whilst simultaneously maximising the B2C proposition under the FairFX brand.

The Sales and Marketing approach has been radically refined, with focus on SMEs with currency needs and utilising data-science to improve the complete funnel of customer acquisition from lead sourcing/qualification through to sign up and on-boarding. Removing friction in all these areas is a clear goal. In addition, utilising the Equals Spend B2B platform as a route in to SMEs rather than solely targeting foreign exchange represents a clear advantage to the Group in the sales cycle. To underpin this process, CRM is vital and therefore the Group is undertaking a CRM upgrade project, a new supplier has been identified and the data architecture work has commenced. Completion of this project is scheduled for early 2021 but benefits to customer acquisition will accrue throughout the implementation phase during 2020 and the Group anticipates significant improvements for FY-2021 as a result of this investment. Upon completion, the CRM platform will yield an enhanced and operational leads-management solution plus a fully integrated customer management tool for account managers/dealers that will enable better cross-selling, stronger conversion as well as more sales time spent selling.

In International Payments, the upgraded self-service tool for B2B, namely Equals FX, including full forward-contract functionality, will allow Equals dealers to focus on larger client opportunities and further develop business with existing customers, as well as enabling the sales team to win more business from competitors via the increased functionality to offer the B2B customer base.

The Group has also undertaken a core account infrastructure project whereby the Banking Services platform becomes the key system underpinning all Group products. This platform will allow 24/7 instant deposits in GBP direct into unique accounts per customer and the ability to hold up to 35 currencies through the new relationship with Citi and the implementation, already completed, of GB Multicurrency IBANs. This will enable the Group to serve new B2B customer segments, notably marketplace/international e-commerce sellers and e-invoicing platforms, as well as better serve the current Spend and International Payments customers.

The migration away from Wirecard as an Issuer, combined with the extension of self-issuing for Equals' own Banking Services proposition, allows the Group to offer both pre-paid and debit card solutions. This ability to offer a choice between pre-paid and debit will dramatically enhance the current Equals Spend proposition enabling the platform to diversify away from pure expense management into the multinational purchasing card use case. It will also facilitate a step-change in CFO/Card Controller ease of use, therefore allowing the Group to gain market share in this poorly served segment.

The strength of the underlying infrastructure at Equals now allows the Group to provide its platforms to other financial services companies, a B2B2B proposition, via APIs. In line with this, the Equals Money website will be re-launched in October 2020. This will provide, as its first two modules, the Equals Connect platform for other FX dealing companies wishing to operate on the Group's infrastructure, and Equals Faster Payments under which the Group leverages its in-house direct Faster Payments gateway to third parties. The Group has a strong pipeline of demand for both platforms and further roll-outs of underlying capabilities are planned in the future. This strategy allows the Equals Group to access market volumes in numerous ways, both directly and via third-parties, which in turn increases the ability of the Group to gain volume-based discounts and access.

Future plans and opportunities

 
 --              B2B, and specifically SMEs, remains the priority for the Group 
                  as it represents 66% of the US$230 billion revenue opportunity 
                  of the global International Payments market. The focus being 
                  on the provision of world-class technology combined with expert 
                  personal service to serve customers with International and 
                  Domestic Payments needs. External research forecasts continuing 
                  growth in these markers with SME Accounts Payable, and Marketplace 
                  pay-outs to SMEs expected to grow at 10% CAGR over the next 
                  five years. 
 --   Development of non-GB IBAN facilities. Whilst the Group already 
       has GB-prefixed multi-currency IBANs, the ability to receive 
       foreign currency into non-GB prefixed IBANs is important to 
       better serve the SME marketplace customers who pay high fees 
       to marketplaces (such as Amazon) for automated currency transfers, 
       and compete with TransferWise and others targeting this space. 
       This project should be completed by the end of Q1-2021. 
 --   Highly targeted marketing of International Payments. Utilising 
       the Group's full range of products, the dealer service for 
       B2B customers providing market expertise and best execution, 
       Equals self-serve proposition covering spot and forward transactions 
       and the Group's Equals Connect platform catering to the B2B2B 
       market segment. 
 --   The delivery of a more sophisticated, easy to use suite of 
       currency risk-management tools. With the management of cash 
       flow remaining a top priority for SMEs, exacerbated by Covid-19 
       and post-Brexit challenges, tools for supply chain management 
       and Currency Risk Management, augmented by reliable efficient 
       and rapid payment systems will be paramount. 
 --   Further improvements to the B2B Equals Spend expenses platform. 
       Additional functionality to be added to widen the use case 
       from pure expense-management including Debit card capability 
       to draw on central funds leading to Equals to enter the 'purchasing 
       card' marketplace. In addition, increased integration of the 
       platform to accounting software providers. 
 --   B2C Currency Cards - Once the Wirecard migration is completed 
       by end-October 2020, the Group will have re-platformed to a 
       single multi-currency card and is able to operate this programme 
       at a significantly lower cost going forward, leveraging the 
       B2B payments infrastructure. The B2C target segment will remain 
       ABC1s with high levels of travel / foreign property and investments 
       and the Group will seek to leverage mutually beneficial partnerships 
       to access more specific target segments. The addition of 'Linked 
       Cards' enables meaningful new use cases for both domestic and 
       international use with a particular appeal for families with 
       children, nannies, home-help or elderly relatives. Discovery 
       work is underway to finalise the GTM for these segments. 
 

Board composition

As the Group continues to evolve and plan for its next phase of growth, there have been a number of changes to the Board, starting with the recruitment of CFO, Richard Cooper in October 2019, who has substantial experience in public markets.

Alan Hughes, an experienced banker, joined the Board in February 2020 and then took up the Chairmanship at the end of June with John Pearson stepping down but remaining as a Non-Executive Director. Ajay Chowdury stepped down from the Board on 29 July 2020 after serving since 2014. On 15 September 2020, the Group announced that Sian Herbert, a former partner with PwC, would be joining the Board as a Non-Executive Director and Chair of the Audit & Risk Committee with Bob Head who has served since July 2016 stepping down on 1 October 2020. I am immensely grateful to Ajay and Bob for their contribution and wise counsel over the years and pleased to welcome Sian to our Board at the start of October 2020.

Employees

As with many companies, it has been an immensely challenging time for the Group's employees. The whole business moved to remote working from late March, and regrettably up to 73 employees were placed on furlough, and as the business reduced its cost base, the remaining employees and all directors took a 20% salary reduction for a whole quarter. The Group's headcount has dropped from a peak of 337 in January 2020 to 280 currently, with further reductions coming before year-end as the Wirecard migration is completed. I am very grateful for the incredible efforts that the Group's employees have made as they have risen to the many challenges we have faced in 2020 and pleased that we have an extremely motivated and united team as we move forwards.

Outlook

Revenues have held up well during the financial year to date with the inevitable Covid-19 related fall in April and May 2020. Revenue per working day was GBP126k in Q1-2020, GBP82k in April and May, GBP112k in June, and in the 62 working days from 1 July until Friday 18 September, average revenue per day was GBP114k. As referred to earlier, the Group's cash position was GBP7.6 million compared to GBP7.7 million as reported on 29 June 2020. The Group has some outstanding redundancy/leaver costs to cover in Q4-2020, but operationally, management expects that the Group will be cash break-even in Q4-2020 and then move into positive territory in Q1-2021.

We believe it is testament to the quality of the business and the resilience of our B2B focused model that we are reporting both an increase in revenue and decrease in underlying expenditure against the headwinds posed by a combination of Covid-19 and the changes forced upon the business as a result of the demise of Wirecard. Our revenues continue to grow against this unprecedented backdrop and we have not yet completed our cost reductions which will benefit the second half of the year. With a stable cash position, we remain positive about our future prospects and although we are conscious of the potential for further disruption as a result of Covid-19, and indeed Brexit, we remain confident about the outlook for the Group.

Ian Strafford-Taylor

Chief Executive Officer

23 September 2020

Chief Financial Officer's Report

The Group has chosen to present extracts from the primary statements in an alternative format and explain the major movements to the prior period or year along with issues of accounting impact and judgement. The periods most relevant to the primary statements have been presented, full period disclosures are made in the Consolidated Interim Financial Statements. The report is in three sections:

A - Income and Expenditure Account

B - Balance Sheet

C - Cash Flow

Transactions with business customers are reported as 'B2B' and transactions with retail customers reported as 'B2C'.

Totals may not sum due to rounding. Percentages are calculating on underlying figures before rounding. A detailed review of the accounting policies and recognitions have led to some minor re-profiling between the first and second halves of the year ending 31 December 2019. Where costs cannot be accurately attributed to each segment, they have been allocated on the basis of revenue.

R&D tax credits are included in the charge to taxation, and no longer to Adjusted EBITDA(*)

A: Income and Expenditure account and its notes

Table 1

 
                                 H1-2020    H1-2019    H2-2019    FY-2019 
 In GBP000's 
 Revenue                          13,772     13,576     17,369     30,945 
 Less: Variable costs            (5,034)    (4,273)    (6,105)   (10,378) 
                               ---------  ---------  ---------  --------- 
 Gross profit                      8,738      9,303     11,264     20,567 
                               ---------  ---------  ---------  --------- 
 
 Less: Marketing                   (799)    (1,421)    (2,669)    (4,090) 
 Add back: Rebranding 
  separately reported 
  items                                -        165      1,888      2,053 
                               ---------  ---------  ---------  --------- 
                                   (799)    (1,256)      (781)    (2,037) 
                               ---------  ---------  ---------  --------- 
 
 Contribution                      7,939      8,047     10,483     18,530 
                               ---------  ---------  ---------  --------- 
 
 Staff costs                     (8,366)    (8,758)    (9,739)   (18,497) 
 Add: Furlough credit                324          -          -          - 
                               ---------  ---------  ---------  --------- 
 Net staff costs after 
  furlough credit                (8,042)    (8,758)    (9,739)   (18,497) 
 Less: Covid-19 and Wirecard         343          -          -          - 
  separately reported 
  items 
 Less: Other exceptional 
  items                                -          -        895        895 
 Less: Capitalised internal 
  software                         2,241      4,170      3,631      7,801 
                               ---------  ---------  ---------  --------- 
 Net staff costs                 (5,458)    (4,588)    (5,213)    (9,801) 
                               ---------  ---------  ---------  --------- 
 
 Property and office 
  related costs                    (997)    (1,060)    (1,250)    (2,310) 
 Less: Exceptional items               -          -        151        151 
 Less: Capitalised internal 
  software                            45          -        204        204 
 Less: IFRS16 adjustment             515        580        572      1,152 
                               ---------  ---------  ---------  --------- 
 Net property and office 
  related costs                    (437)      (480)      (323)      (803) 
                               ---------  ---------  ---------  --------- 
 
 IT & telephone                    (759)      (396)      (784)    (1,180) 
 Less: capitalised                   210          -        302        302 
                               ---------  ---------  ---------  --------- 
 Net IT & telephone                (549)      (396)      (482)      (878) 
                               ---------  ---------  ---------  --------- 
 
 Professional fees                 (743)      (353)      (930)    (1,283) 
 Less: Exceptional items             102          -        324        324 
                               ---------  ---------  ---------  --------- 
 Net professional fees             (641)      (353)      (606)      (959) 
                               ---------  ---------  ---------  --------- 
 
 Travel                            (157)      (200)      (251)      (451) 
 Other costs                        (25)      (124)         62       (62) 
 Net other costs                   (182)      (324)      (189)      (513) 
                               ---------  ---------  ---------  --------- 
 
 Memo: Costs (including 
  marketing) gross of 
  separately reported 
  items                         (11,522)   (12,312)   (15,561)   (27,873) 
 
 Total net costs (including 
  marketing)                     (8,066)    (7,397)    (7,594)   (14,991) 
 
 Adjusted EBITDA                     672      1,906      3,670      5,576 
                               ---------  ---------  ---------  --------- 
 
 
 Covid-19 related staff      (343)       -         -         - 
  costs 
 Other Covid-19 related      (102)       -         -         - 
  costs 
 Wirecard stock provision    (530)       -         -         - 
 Acquisition costs               -    (23)     (455)     (478) 
 Management exceptional 
  items                          -   (165)   (3,258)   (3,423) 
                            ------  ------  --------  -------- 
 Sub-total                   (975)   (188)   (3,713)   (3,901) 
                            ------  ------  --------  -------- 
 
 
 Share option charges        (195)     (9)     (114)     (123) 
 
 EBITDA                      (498)   1,709     (157)     1,552 
                            ------  ------  --------  -------- 
 

(*) Adjusted EBITDA is defined as Earnings before: depreciation, amortisation, impairment charges, share option charges, and separately reported items.

Revenue

Revenue was GBP13.8 million (H1-2019: GBP13.6 million) for the six months with International Payments contributing 60% totalling GBP8.2 million (H1-2019: 35%, GBP4.8 million). The impact of Covid-19 was keenly felt in both the Card businesses and the Cash business, which, between them fell by 52% to GBP3.0 million (H1-2019: GBP6.2 million), which was a better outcome than management had expected.

Table 2 - Revenue

GBP000's

 
                 International   Cards    Cash   Total FX     Banking    TOTAL 
                      Payments                               Services 
 B2B 
  H1-2020                6,242   1,487      10      7,739       1,282    9,021 
  H1-2019                3,202   2,384       -      5,586       1,266    6,852 
  % Change on 
   year                   +95%    -38%   +100%       +39%         +1%     +32% 
  H2-2019                5,799   3,199       -      8,998       1,444   10,442 
 
 B2C 
  H1-2020                1,991   1,155     383      3,529       1,222    4,751 
  H1-2019                1,616   2,690   1,148      5,454       1,270    6,724 
  % change on 
   year                   +23%    -57%    -67%       -36%         -4%     -30% 
  H2-2019                1,312   3,021   1,241      5,574       1,353    6,927 
 
 TOTALS 
  H1-2020                8,233   2,642     393     11,268       2,504   13,772 
  H1-2019                4,818   5,074   1,148     11,040       2,536   13,576 
  % change on 
   year                   +71%    -48%    -66%        +2%         -1%      +1% 
  H2-2019                7,111   6,220   1,241     14,572       2,797   17,369 
 

B2B revenue rose by 32% to GBP9.0 million (H1-2019: GBP6.9 million) which more than offset the impact of Covid-19 on the Cards and Cash businesses. Despite the challenging conditions and historically low interest rates, revenue from Banking Services fell by only 1% against the same period last year.

Gross profit

Gross profit margin held up well in International Payments and Banking Services, but due to the credit in H1-2019 with zero cost of sale card rebate income, gross profit on cards was significantly reduced and this lowered the overall gross profit margin on cards from 71% to 49%. The Group expects the sustainable gross profit margin to be around 62%.

Table 3 - Gross profit

GBP000's

 
                   International   Cards   Cash     Banking    TOTAL 
                        Payments                   Services 
 H1-2020 
  Gross profit             5,333   1,301    243       1,861    8,738 
  GP margin %                65%     49%    62%         74%      63% 
 
 H1-2019 
  Gross profit             3,081   3,639    743       1,840    9,303 
  GP margin %                64%     71%    65%         73%      69% 
 
 H2-2019 
  Gross profit             5,310   3,263    603       2,087   11,263 
  GP margin %                75%     52%    49%         75%      65% 
 

Contribution

Contribution at GBP7.9 million was fractionally lower than in H1-2019 (GBP8.0 million) on similar levels of revenue, reflecting more targeted marketing expenditure.

Gross costs

Table 4 - Costs, gross of separately reported items

 
                       H1-2020   H1-2019   H2-2019   FY-2019 
 In GBP000's 
 Marketing                 799     1,421     2,669     4,090 
 Staff                   8,042     8,758     9,739    18,497 
 Property                  997     1,060     1,250     2,310 
 IT & telephone            759       396       784     1,180 
 Professional fees         743       353       930     1,283 
 Other costs               182       324       189       513 
                      --------  --------  --------  -------- 
                        11,522    12,312    15,561    27,873 
                      --------  --------  --------  -------- 
 

Gross costs (i.e. including capital expenditure and exceptional items) at GBP11.5 million were 7% lower than H1-2019 (GBP12.3 million) and 26% lower than H2-2019. Costs continue to be reduced mainly through controlled headcount reductions as development projects get delivered and efficiencies are delivered resulting in some de-skilling.

Headcount

Headcount numbers have fallen from 337 in January 2020 to 296 in August 2020. The Group anticipates headcount to drop below 280 by year end. The Group availed itself of the Government's furlough scheme with up to 72 employees being placed on furlough during lockdown, but this is now down to 30. A number of employees have been temporarily re-deployed to assist with the migration of consumer and business cards from Wirecard following its demise in late June 2020.

Professional fees

One consequence of the Covid-19 pandemic was that the 2019 audit suffered delays as remote working was not entirely conducive to the verification process and there was a significant cost over-run. GBP102k relating to this has been expensed in 2020 but shown as a separately reported item.

Property costs

The Group has property commitments in London for both offices and retail outlets. Two retail outlets have been shuttered but the Group retains the lease commitments and will consider providing for these at 31 December 2020.

Amounts capitalised

GBP2.2 million of staff costs has been recognised as internally developed software, representing 27% of the staff costs, down from GBP4.2 million in H1-2019 (48%). A further GBP0.3 million of intangible assets were acquired in the period.

Separately reported items

There is an accounting standards distinction between those items of a one-off and material nature ('separately reported items') and other items of materiality which management regard as exceptional items. In the period under review, there are no 'exceptional items' only 'separately reported items' as shown below:

Table 5: Separately reported items

 
 In GBP000's                              H1-2020   H1-2019   H2-2019   FY-2019 
 Separately reported items 
  Staff restructuring costs associated        343         -         -         - 
   with Covid-19 
  Professional fees associated with           102         -         - 
   Covid-19 
  Provision against Wirecard card             530         -         -         - 
   stock and pre-paid issuance costs 
  Acquisition costs                             -        23       455       478 
                                         --------  --------  --------  -------- 
                                              975        23       455       478 
                                         --------  --------  --------  -------- 
 Exceptional items are identified 
  by management 
  Rebranding                                    -       165     2,559     2,724 
  Corporate reorganisation                      -         -       579       579 
  Litigation and similar                        -         -       120       120 
                                         --------  --------  --------  -------- 
                                                -       165     3,258     3,423 
                                         --------  --------  --------  -------- 
 
                                              975       188     3,713     3,901 
                                         --------  --------  --------  -------- 
 

With the demise of Wirecard AG and its UK operating subsidiary, the Group has made a provision of GBP530k against card-stock and prepaid issuance costs (normally amortised over three years). The Group incurred GBP343k of staff restructuring costs in the period, augmented by additional professional fees brought on by the Covid-19 pandemic. Additional costs are anticipated to be incurred in the H2-2020.

Adjusted EBITDA

Adjusted EBITDA now excludes R&D tax credits, GBP0.7 million has been accrued within taxation, based on development spend in H1-2020. The result for the period was a profit of GBP672k against a pre-Covid-19 result in H1-2019 of GBP1.9 million. The principal movements were attributable to a lower level of capitalisation of internally developed software.

Table 6a -Reconciliation of adjusted EBITDA to loss after tax H1-2020

 
 GBP000's                 Operating    Finance     Tax   Loss after 
                               loss    charges                  tax 
                                                               2020 
 
 
 Adjusted EBITDA                672          -       -          672 
 
 Separately reported 
  items                       (975)          -       -        (975) 
 
 Other items: 
 IFRS 16 depreciation         (465)          -       -        (465) 
 IFRS 16 finance 
  costs                           -      (110)       -        (110) 
 Other depreciation           (203)          -       -        (203) 
 Amortisation               (2,058)          -       -      (2,058) 
 Share option charges         (195)          -       -        (195) 
 FX and similar                (13)          -       -         (13) 
                         ----------  ---------  ------  ----------- 
 Result before 
  tax                       (3,237)      (110)       -      (3,347) 
 Deferred tax                     -          -   (557)        (557) 
 Other tax credit                 -          -       -            - 
 R&D tax credit                   -          -     734          734 
                         ----------  ---------  ------  ----------- 
                            (3,237)      (110)     177      (3,170) 
                         ----------  ---------  ------  ----------- 
 

Table 6b -Reconciliation of adjusted EBITDA to profit after tax H1-2019

 
 GBP000's                   Operating    Finance     Tax    Profit 
                               profit    charges             after 
                                                               tax 
                                                              2019 
 
 Adjusted EBITDA                1,906          -       -     1,906 
 
 Separately reported 
  items                          (23)                         (23) 
 Management exceptional 
  items                         (165)          -       -     (165) 
 
 Other items: 
 IFRS 16 depreciation           (431)          -       -     (431) 
 IFRS 16 finance 
  costs                             -      (148)       -     (148) 
 Other depreciation             (184)          -       -     (184) 
 Amortisation                 (1,117)          -       -   (1,117) 
 Share option charges             (9)          -       -       (9) 
 FX and similar                   (7)          -       -       (7) 
                           ----------  ---------  ------  -------- 
 Result before 
  taxation                       (30)      (148)       -     (178) 
 Deferred taxation                  -          -   (536)     (536) 
 Other tax credit                   -          -      10        10 
 R&D tax credit                     -          -   1,149     1,149 
                           ----------  ---------  ------  -------- 
                                 (30)      (148)     623       445 
                           ----------  ---------  ------  -------- 
 

Impairment review

Due to the uncertain outcome of Covid-19 on the asset values carried at 30 June 2020, the Group has not been able to conclude at this time whether any impairment will be recognised. A full review will be carried out for the full year. It should be noted that a GBPnil value was ascribed to the retail bureaux assets of City Forex when it was acquired in 2018 and thus there would be nothing to impair for these bureaux.

Depreciation and amortisation

Depreciation for the period remains relatively consistent at GBP668k (H1-2019: GBP615k). Amortisation has increased to GBP2,058k (H1-2019: GBP1,117k) as a result of projects being completed and the assets available for use.

Operating result

The Group made an operating loss before taxation of GBP3.2 million for the period, compared to a loss of GBP7.7 million for the whole of 2019.

Tax

The Group has recognised a net tax credit of GBP177k (H1-2019: GBP623k) of which GBP734k (H1-2019: GBP1,149k) relates to an R&D tax credit for the six months to 30 June 2020. The reduction in R&D tax credit arises principally as a result of less project expenditure incurred which is subsequently eligible for R&D relief.

At the time of writing, the Group has submitted R&D claims to HMRC for the 2019 financial year of GBP2.3 million.

The Group availed itself of postponing four months of PAYE totalling GBP1.8 million but has now reached instalment agreements with HMRC over a period of one year, to be accelerated on receipt of the R&D claim above.

A bridge showing the changes between the earnings after tax from H1-2019 through H2-2019 and into H1-2020 is shown below:

 
 In GBP000's                               H1-2019    H2-2019       H1-2019 
                                                To         to    to H1-2020 
                                           H2-2019    H1-2020      combined 
 Profit/(loss) after taxation in 
  prior period of six months                   445    (5,816)           445 
                                         ---------  ---------  ------------ 
 
 (increase)/decrease in expenditure        (3,614)      4,035           421 
 Decrease in the credit for internally 
  developed software                         (335)    (1,549)       (1,884) 
 (Increase)/decrease in expenditure 
  through the P&L account                  (3,949)      2,486       (1,463) 
 Increase/(decrease) in gross profits        1,961    (2,525)         (564) 
 (Increase)/decrease in depreciation         (119)         65          (54) 
 (Increase) in amortisation                  (596)      (345)         (941) 
 (increase)/decrease in impairments        (4,859)      4,859             - 
 (increase) in share option charges          (104)       (82)         (186) 
 Decrease/(increase) in finance 
  costs                                         63       (25)            38 
 Decrease/(increase) in deferred 
  tax charge                                   160      (191)          (31) 
 Increase/(decrease) in R&D tax 
  credits                                    1,182    (1,596)         (414) 
                                         ---------  ---------  ------------ 
 (increase)/decrease in losses 
  in the period                            (6,261)      2,647       (3,614) 
                                         ---------  ---------  ------------ 
 
 
 (Loss) after taxation in the period       (5,816)    (3,169)       (3,169) 
                                         ---------  ---------  ------------ 
 
 

B: Balance sheet

At 30 June, the Group had Net Current Assets of GBP10.4 million (30 June 2019: GBP7.9 million) and Cash at bank of GBP7.9 million up on 30 June 2019 (GBP4.9 million) but lower than at 31 December (GBP11.3 million).

 
 Table 7                                 30 June 2020        31 December 2019 
                                           Unaudited              Audited 
 In GBP000's                                On        Off         On        Off 
                                       Balance    Balance    Balance    Balance 
                                         sheet      sheet      sheet      sheet 
                                                    (memo                 (memo 
                                                    only)                 only) 
 Fixed Assets                           35,700          -     35,297          - 
                                     ---------  ---------  ---------  --------- 
 
 Cash resources 
  Cash at bank and in hand 
   - free funds                          7,556          -     10,913          - 
 Cash at bank and in hand 
  - regulatory deposits                    352     67,795        352     52,441 
                                         7,908     67,795     11,265     52,441 
  Regulatory deposits with 
   liquidity providers                   2,829          -      3,717          - 
                                     ---------  ---------  ---------  --------- 
 Total Cash resources                   10,737     67,795     14,982     52,441 
                                     ---------  ---------  ---------  --------- 
 
 
 Other current assets and 
  liabilities 
 Card stock and other inventories          199          -        264          - 
 Trade and other debtors                 2,226          -      3,374          - 
 Accrued income                          1,914          -      1,723          - 
 Net derivative financial 
  assets                                   324          -        372          - 
 Accrued R&D credit                      3,064          -      2,535          - 
 Trade payables, other 
  payables and accruals                (4,375)          -    (5,665)          - 
 Retention and deferred 
  consideration                          (703)          -    (1,211)          - 
 Customer balances                       (908)   (67,795)    (1,071)   (52,441) 
                                     ---------  ---------  ---------  --------- 
                                         1,741   (67,795)        321   (52,441) 
                                     ---------  ---------  ---------  --------- 
 
 Cash resources, less other 
  current assets and liabilities         8,996          -     14,661          - 
                                     ---------  ---------  ---------  --------- 
 
 IFRS 16 Leases net balance              (292)          -      (294)          - 
 
 Deferred tax, net balance             (1,758)          -      (788)          - 
 
 Shareholders' funds                    46,128   (67,795)     49,517   (52,441) 
                                     ---------  ---------  ---------  --------- 
 

Fixed assets

Additions of GBP120k include investment in a superior telephone system which has enabled staff to work from home during the Covid-19 outbreak.

Internally capitalised software

The Group continues its investment in product development and has capitalised a further GBP2.5 million of which GBP2.2m was staff costs.

Other balance sheet items

The Group has accrued a further GBP0.7 million for R&D credits. GBP2.3 million remains outstanding but filed with HMRC, in relation to previous periods and GBP0.2 million was received in January 2020 in relation to previous periods.

Non-Controlling Interest

Of the GBP3.1 million loss for the period, GBP83k relates to the Non-Controlling Interest of the Equals Connect business acquired in 2019.

C. Cash flow

The table below aggregates the movements across Bank and Liquidity providers:

Table 8

 
 GBP000's                               H1-2020       H1-2020    FY-2019       FY-2019 
                                                                Restated      Restated 
 
 Adjusted EBITDA (table 1)                                672                    5,576 
 Less: IFRS 16 Leases impact              (514)                  (1,152) 
 Less: separately reported items 
  cash based                              (445)                  (3,423) 
 (Less) / add: Working capital 
  absorption and similar                  (785)                    2,675 
                                       --------                --------- 
                                                      (1,744)                  (1,900) 
 
 Less: Internally capitalised 
  software                              (2,496)                  (8,307) 
 Less: Purchase of other intangibles       (50)                    (806) 
 Less: Purchase of property, 
  plant and equipment                     (119)                  (1,452) 
                                       --------                --------- 
                                                      (2,665)                 (10,565) 
 
 Add: Cash raised from equity 
  issues                                      -                   15,749 
 Add: Cash raised from share 
  options                                     -                      130 
                                       --------                --------- 
                                                                                15,879 
 Less: Cash consideration for 
  acquisitions net of cash acquired                         -                  (3,325) 
 Less: Movement in deferred                             (508)                        - 
  consideration 
 
 NET CASH FLOWS                                       (4,245)                    5,665 
 
 Balance at 1 January                                  14,982                    9,317 
 
 Balance at 30 June                                    10,737                   14,982 
                                                 ------------             ------------ 
 
 Comprising: 
 
 Cash at bank                                           7,292                   10,451 
 Cash in hand in bureaux                                  264                      462 
 Regulatory deposits                                      352                      352 
                                                 ------------             ------------ 
                                                        7,908                   11,265 
 Balances with liquidity providers                      2,829                    3,717 
                                                       10,737                   14,982 
                                                 ------------             ------------ 
 
 Shares in issue                                  178,602,918              178,602,918 
 
 Amount per share                                   6.0 pence                8.4 pence 
                                                 ------------             ------------ 
 

The Group is fully focused on getting to operational cash break-even by Q1-2021 and is on target to do so, subject of course, to trading reaching Management's expectations and there not being a further Covid-19 revenue impact.

Richard Cooper

Chief Financial Officer

23 September 2020

INTERIM CONSOLIDATED statement OF COMPREHENSIVE INCOME

FOR THE six month periodED 30 june 2020

 
                                                                                     Year end 
                                                                                           31 
                                                   Period end      Period end        December 
                                                 30 June 2020    30 June 2019            2019 
                                                    Unaudited       Unaudited         Audited 
                                                                    Restated* 
                                         Note             GBP             GBP             GBP 
 
 Gross value of currency transactions 
  sold                                          1,196,192,070     898,749,690   2,117,459,669 
                                                                               -------------- 
 
 Revenue on currency transactions                  11,267,995      11,039,289      25,611,521 
 Banking revenue                                    2,504,295       2,536,905       5,333,203 
                                               --------------  --------------  -------------- 
 Revenue                                  2        13,772,290      13,576,194      30,944,724 
 Direct costs                                     (5,033,687)     (4,273,329)    (10,378,265) 
                                               --------------  --------------  -------------- 
 Gross profit                                       8,738,603       9,302,865      20,566,459 
 
 Administrative expenses                          (8,941,822)     (8,192,451)    (20,123,517) 
 Amortisation charge                              (2,057,680)     (1,117,424)     (2,830,587) 
 Impairment charge                                          -               -     (4,858,898) 
 Separately reported items                4         (975,309)        (22,966)       (478,476) 
                                               --------------  --------------  -------------- 
 Total operating expenses                        (11,974,811)     (9,332,841)    (28,291,478) 
 
 Operating loss                                   (3,236,208)        (29,976)     (7,725,019) 
 
 Finance costs                                      (110,106)       (148,247)       (233,564) 
                                               --------------  --------------  -------------- 
 Loss before tax                                  (3,346,314)       (178,223)     (7,958,583) 
 
 Tax credit                               5           177,150         622,797       2,586,885 
                                               --------------  --------------  -------------- 
 
   (Loss) / profit and total 
   comprehensive (expense) / 
   income for the period / year                   (3,169,164)         444,574     (5,371,698) 
                                               ==============  ==============  ============== 
 
 (Loss) / profit is attributable 
  to: 
 Owners of Equals Group Plc                       (3,086,079)         444,574     (5,342,074) 
 Non-controlling interest                            (83,085)               -        (29,624) 
                                               --------------  --------------  -------------- 
                                                  (3,169,164)         444,574     (5,371,698) 
                                               ==============  ==============  ============== 
 (Loss) / Earnings per share 
 Basic                                                 (1.73)            0.28          (3.20) 
 Diluted                                               (1.69)            0.27          (3.12) 
                                               ==============  ==============  ============== 
 

INTERIM CONSOLIDATED statement OF FINANCIAL POSITION

FOR THE six month periodED 30 june 2020

 
                                                                             31 
                                           30 June       30 June       December 
                                              2020          2019           2019 
                                         Unaudited     Unaudited        Audited 
                                                       Restated* 
                                               GBP           GBP            GBP 
 ASSETS 
 Non-current assets 
 Property, plant and equipment           1,886,701     1,705,336      1,972,818 
 Right of use assets                     6,486,755     6,619,677      6,948,876 
 Intangible assets and goodwill         33,812,812    30,817,014     33,324,137 
 Deferred tax assets                     2,095,604     2,679,747      2,438,859 
                                        44,281,872    41,821,774     44,684,690 
                                     -------------  ------------  ------------- 
 Current assets 
 Inventories                               198,891       285,569        263,971 
 Trade and other receivables            11,699,538    11,638,788     11,347,749 
 Derivative financial assets             2,475,857     2,600,695      4,560,780 
 Cash and cash equivalents               7,908,876     4,848,870     11,265,266 
                                     -------------  ------------  ------------- 
                                        22,283,162    19,373,922     27,437,766 
                                     -------------  ------------  ------------- 
 TOTAL ASSETS                           66,565,034    61,195,696     72,122,456 
                                     =============  ============  ============= 
 
 EQUITY AND LIABILITIES 
 Equity attributable to equity 
  holders 
 Share capital                           1,786,029     1,643,176      1,786,029 
 Share premium                          53,003,077    38,397,151     53,003,077 
 Share based payment reserve             1,126,261     1,757,519      1,345,234 
 Merger reserve                          8,395,521     8,395,521      8,395,521 
 Contingent consideration reserve          207,100       207,100        207,100 
 Translation reserve                         (297)             -              - 
 Retained deficit                     (18,424,960)   (9,545,789)   (15,338,881) 
                                     -------------  ------------  ------------- 
 Equity attributable to owners 
  of Equals Group Plc                   46,092,731    40,854,678     49,398,080 
 Non-controlling interest                   35,741             -        118,826 
                                     -------------  ------------  ------------- 
                                        46,128,472    40,854,678     49,516,906 
                                     -------------  ------------  ------------- 
 
   Non-current liabilities 
 Lease liabilities                       6,120,063     6,673,019      6,431,578 
 Deferred tax liabilities                3,854,135     2,221,037      3,226,586 
                                     -------------  ------------  ------------- 
                                         9,974,198     8,894,056      9,658,164 
                                     -------------  ------------  ------------- 
 
   Current liabilities 
 Trade and other payables                7,652,284     8,636,747      7,947,364 
 Lease liabilities                         659,107       209,180        811,628 
 Derivative financial liabilities        2,150,973     2,601,035      4,188,394 
                                     -------------  ------------  ------------- 
                                        10,462,364    11,446,962     12,947,386 
                                     -------------  ------------  ------------- 
 TOTAL EQUITY AND LIABILITIES           66,565,034    61,195,696     72,122,456 
                                     =============  ============  ============= 
 

INTERIM CONSOLIDATEd STATEMENT OF changes in equity

For the SIX MONTH period ended 30 june 2020

 
Group                                                                                                           Total 
                                                                                                         attributable 
                                             Share      Retained                Contingent                  to owners 
                      Share       Share      based     (deficit)     Merger  consideration  Translation     of Equals  Non-controlling 
                    capital     premium    payment    / earnings    reserve        reserve      Reserve     Group Plc         interest          Total 
                              Restated*                Restated*                                            Restated*                       Restated* 
                        GBP         GBP        GBP           GBP        GBP            GBP          GBP           GBP              GBP            GBP 
 
At 1 January 
 2019             1,553,682  35,858,770  1,748,105   (9,832,880)  8,395,521        543,172            -    38,266,370                -     38,266,370 
 
Profit for the 
 period and 
 total 
 comprehensive 
 income                   -           -          -       444,574          -              -            -       444,574                -        444,574 
Shares issued 
 in the period       89,494   2,538,381          -     (157,483)          -      (336,072)            -     2,134,320                -      2,134,320 
Share based 
 payment charge           -           -      9,414             -          -              -            -         9,414                -          9,414 
                  ---------  ----------  ---------  ------------  ---------  -------------  -----------  ------------  ---------------  ------------- 
At 30 June 2019 
 Restated*        1,643,176  38,397,151  1,757,519   (9,545,789)  8,395,521        207,100            -    40,854,678                      40,854,678 
 
Acquisition 
 of entity with 
 non-controlling 
 interest                 -           -          -             -          -              -            -             -          148,450        148,450 
Loss for the 
 period and 
 total 
 comprehensive 
 loss                     -           -          -   (5,786,648)          -              -            -   (5,786,648)         (29,624)    (5,816,272) 
Shares issued 
 in the period     142,853   14,605,926          -       (6,444)          -              -            -    14,742,335                -     14,742,335 
 
  Share based 
  payment charge          -           -    113,195             -          -              -            -       113,195                -        113,195 
Movement in 
 deferred tax 
 on share-based 
 payment charge           -           -  (525,480)             -          -              -            -     (525,480)                -      (525,480) 
 
  At 31 December 
  2019            1,786,029  53,003,077  1,345,234  (15,338,881)  8,395,521        207,100            -    49,398,080          118,826     49,516,906 
 
 

INTERIM CONSOLIDATEd STATEMENT OF changes in equity

For the SIX MONTH period ended 30 june 2020

 
Group                                                                                                         Total 
                                                                                                       attributable 
                                           Share      Retained                Contingent                  to owners 
                    Share       Share      based     (deficit)     Merger  consideration  Translation     of Equals  Non-controlling 
                  capital     premium    payment    / earnings    reserve        reserve      Reserve     Group Plc         interest        Total 
                            Restated*                Restated*                                            Restated*                     Restated* 
                      GBP         GBP        GBP           GBP        GBP            GBP          GBP           GBP              GBP          GBP 
 
At 1 January 
 2020           1,786,029  53,003,077  1,345,234  (15,338,881)  8,395,521        207,100            -    49,398,080          118,826   49,516,906 
 
Loss for the 
 period and 
 total 
 comprehensive 
 loss                   -           -          -   (3,086,079)          -              -            -   (3,086,079)         (83,085)  (3,169,164) 
Translation 
 of foreign 
 subsidiary             -           -                        -          -              -        (297)         (297)                -        (297) 
 
  Share based 
  payment 
  charge                -           -    194,934             -          -              -            -       194,934                -      194,934 
Movement in 
 deferred tax 
 on 
 share-based 
 payment 
 charge                 -           -  (413,907)             -          -              -            -     (413,907)                -    (413,907) 
                ---------  ----------  ---------  ------------  ---------  -------------  -----------  ------------  ---------------  ----------- 
At 30 June 
 2020           1,786,029  53,003,077  1,126,261  (18,424,960)  8,395,521        207,100        (297)    46,092,731           35,741   46,128,472 
                =========  ==========  =========  ============  =========  =============  ===========  ============  ===============  =========== 
 

INTERIM Consolidated statement of cash flows

FOR THE SIX MONTH PERIODED 30 JUNE 2020

 
                                              30 June        30 June     31 December 
                                                 2020           2019            2019 
                                            Unaudited      Unaudited         Audited 
                                                           Restated* 
                                                  GBP            GBP             GBP 
 Operating Activities 
 (Loss) / profit for the period 
  / year                                  (3,169,164)        444,574     (5,371,698) 
 Adjustments for: 
 Interest on finance lease                    110,106      (148,247)         233,564 
 Depreciation                                 667,866        614,663       1,347,872 
 Amortisation                               2,057,680      1,117,424       2,830,587 
 Impairment                                         -              -       4,858,898 
 Foreign exchange differences 
  on translation of foreign subsidiary          (298)              -               - 
 Share based payment charge                   194,934          9,414         122,609 
 Decrease in deferred tax asset 
  on share-based payment                    (413,907)              -       (525,480) 
 Increase in trade and other 
  receivables                               (351,789)    (4,488,038)     (4,203,756) 
 Decrease / (increase) in derivative 
  financial assets                          2,084,923    (1,418,803)        (3,378,888) 
 Decrease in deferred tax asset               343,255        215,896            456,784 
 (Decrease) / increase in trade 
  and other payables                        (295,080)      1,957,615          1,443,563 
 Increase in deferred tax liabilities         627,549        320,430          1,325,978 
 (Decrease) / increase in derivative 
  financial liabilities                   (2,037,421)      2,022,079          3,609,438 
 Decrease in inventories                       65,080          1,144             22,742 
                                         ------------   ------------   ---------------- 
 Net cash (used in) / from operating 
  activities                                (116,266)        648,151          2,772,213 
 
 Cash flows from investing activities 
 Acquisition of property, plant 
  and equipment                             (119,629)      (946,826)        (1,460,870) 
 Acquisition of intangibles               (2,546,354)    (4,826,565)       (11,679,597) 
 Deferred consideration on acquisition 
  of subsidiary                                     -      (336,072)                  - 
 Acquisition of subsidiary, 
  net of cash acquired                              -              -        (2,226,153) 
 Net cash used in investing 
  activities                              (2,665,983)    (6,109,463)       (15,366,620) 
 
 Cash flows from financing activities 
 Principal elements of lease 
  payments                                  (464,035)       (20,578)          (643,786) 
 Interest paid on finance lease             (110,106)              -          (233,564) 
 Proceeds from issuance of ordinary 
  shares                                            -      2,476,836         17,748,353 
 Costs directly attributable 
  to share issuance                                 -        (6,444)          (871,698) 
 Net cash (used in) / from financing 
  activities                                (574,141)      2,449,814         15,999,305 
 
 Net (decrease) / increase in 
  cash and cash equivalents               (3,356,390)    (3,011,498)          3,404,898 
 Cash and cash equivalents at 
  the beginning of the period 
  / year                                   11,265,266      7,860,368          7,860,368 
                                         ------------   ------------   ---------------- 
 Cash and cash equivalents at 
  end of the period / year                  7,908,876      4,848,870         11,265,266 
                                         ============   ============   ================ 
 
 

CONSOLIDATED NOTES TO THE INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIODED 30 JUNE 2020

   1.            Basis of preparation 

The principal accounting policies applied in the preparation of the Group and Interim Consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements have been prepared on a historical cost basis with the exception of derivative financial instruments which are measured at fair value through profit or loss.

These financial statements are prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs") and AIM Regulations. The financial statements are presented in sterling, the Company and Group's presentational currency.

The unaudited consolidated Interim financial statements have been prepared in accordance with the AIM rules and consistently with the basis of accounting policies set out in the accounts of the Group for the year ended 31 December 2019. The information set out herein is abbreviated and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. These interim consolidated financial statements do not include all disclosures which would be required in a complete set of financial statements and should be read in conjunction with the 2019 Annual Report. The Group has not applied IAS 34 "Interim Financial Reporting" (which is not mandatory for UK Groups) in the preparation of this interim report.

The Company is a limited liability company incorporated and domiciled in England and Wales and whose shares are quoted on AIM, a market operated by The London Stock Exchange. The Group financial statements are presented in pounds Sterling, which is the Group's presentational currency.

   a)     Critical judgements and estimates 

IFRS requires management to make certain accounting estimates and to exercise judgement in the process of applying the Company and Group's accounting policies. These estimates are based on the Directors best knowledge and past experience. The existing critical judgements and estimates set out in note 3.24 of the Group's annual report for the year ended 31 December 2019 have been reviewed in preparing these Interim consolidated financial statements, and in particular surrounding the current Covid-19 situation, and the Directors believe they remain relevant.

   b)     Restatements 

The Group has made a number of restatements to the period end 30 June 2019 comparatives as detailed below, as a result of the of certain re-analysis undertaken in the second half of 2019.

Presentational adjustment

During the year ended 31 December 2019, the Group performed an analysis of cost drivers. This process resulted in management determining that various costs disclosed as administrative expenses in the prior year were directly linked to transactions generating revenues. As a result, these costs have been restated as direct costs in the H1-2019 comparatives. Staff costs have been re-categorised from Admin costs to Direct costs for commissions paid. Along with staff costs the following have also been re-categorised bank charges, bad debts and marketing costs for affiliate commissions paid and vouchers.

During the period ended 30 June 2019, the Group issued shares which incurred a cost of GBP157,483. These had been deducted from share premium. An adjustment has been made for the amount to increase share premium and recognise a corresponding amount through retained deficit in the period end 30 June 2019.

Restatement of revenue

During the year, Management reviewed the recognition of certain revenue previously recognised within the six month period end 30 June 2019. After review, they believe certain revenue should have been deferred to the following six month period. Revenue for the six month period ended 30 June 2019 has therefore been restated by GBP1,019,505 with a corresponding amount recognised as deferred income on the Statement of Financial Position. Earnings per share has been restated from basic EPS 0.92 pence to 0.28 pence.

Change in accounting policy

During the year ended 31 December 2019, the Group changed its accounting policy for research and development tax credits (R&D tax credit) which had previously been accounted for under IAS 20 Accounting for Government Grants and Disclosure of Government Assistance. The Group believes that accounting for the R&D tax credit is more appropriate under IAS 12 Income Taxes which better reflects the substance and benefit of the credit. Under IAS 20 Accounting for Government Grants and Disclosure of Government Assistance, the R&D tax credit, was deducted from administration expenses on a systemic basis. Under IAS 12 Income Taxes the R&D tax credit is included within tax credit / expense in the year that the claim relates to.

A change in accounting policy requires a retrospective adjustment and consequently the comparatives amounts have been restated. In H1-2019 an adjustment of GBP1,148,635 has been deducted from administrative costs and a corresponding amount included within tax credit. There is no adjustment to earnings per share or retained earnings.

Periods prior to 2019 which have been impacted by the restatements are disclosed in the Group's Consolidated financial statements for the year end 31 December 2019.

A summary of the restatements and their impact on the financial statements is shown below.

 
 30 June 2019                As Stated   Presentational   Restatement        Change      Restated 
                                             adjustment    of Revenue            in 
                                                                         accounting 
                                                                             policy 
 Consolidated Statement            GBP              GBP           GBP           GBP           GBP 
  of Comprehensive 
  Income 
 Revenue                    14,595,699                -   (1,019,505)             -    13,576,194 
 Direct Costs              (2,534,403)      (1,738,926)             -             -   (4,273,329) 
                          ------------                                 ------------  ------------ 
 Gross Profit               12,061,296      (1,738,926)   (1,019,505)             -     9,302,865 
 Administrative 
  expenses                 (8,782,742)        1,738,926                 (1,148,635)   (8,192,451) 
 Amortisation charge       (1,117,424)                -                           -   (1,117,424) 
 Acquisition Expenses         (22,966)                -             -             -      (22,966) 
 Finance costs               (148,247)                -             -             -     (148,247) 
                          ------------                                 ------------  ------------ 
 Profit before tax           1,989,917                    (1,019,505)   (1,148,635)     (178,223) 
 Tax (expense) / 
  credit                     (525,838)                -             -     1,148,635       622,797 
                          ------------  ---------------  ------------  ------------  ------------ 
 Profit and total 
  comprehensive income 
  for the period             1,464,079                -   (1,019,505)             -       444,574 
                          ------------  ---------------  ------------  ------------  ------------ 
 
 
                             As Stated   Presentational   Restatement     Change in      Restated 
                                             adjustment    of Revenue    accounting 
                                                                             policy 
 Consolidated Statement            GBP              GBP           GBP           GBP           GBP 
  of Financial Position 
 Share Premium              38,239,668          157,483             -                  38,397,151 
 Retained deficit          (8,368,801)        (157,483)   (1,019,505)             -   (9,545,789) 
 Equity Attributable 
  to owners of Equals 
  Group Plc                 41,874,186                -   (1,019,505)                  40,854,678 
 
 Current Liabilities 
 Trade and other 
  payables                   7,617,240                -     1,019,505             -     8,636,747 
 Total Equity and 
  Liabilities               61,195,196                -             -             -    61,195,696 
                          ------------  ---------------  ------------  ------------  ------------ 
 
 
 
                              As Stated   Presentational   Restatement        Change      Restated 
                                              adjustment    of revenue            in 
                                                                          accounting 
                                                                              policy 
 Consolidated Statement             GBP              GBP           GBP           GBP           GBP 
  of Changes in Equity 
 Share premium               38,239,668          157,483             -             -    38,397,151 
 Retained deficit           (8,368,801)        (157,483)   (1,019,505)             -   (9,545,789) 
 Equity Attributable 
  to owners of Equals 
  Group Plc                  41,874,186                -   (1,019,505)             -    40,854,678 
                           ------------  ---------------  ------------  ------------  ------------ 
 
 
 
                           As Stated   Presentational   Restatement     Change in   Restated 
                                           adjustment    of revenue    Accounting 
                                                                           policy 
 Consolidated Statement 
  of Cash flows                  GBP              GBP           GBP          GBP         GBP 
 Operating Activities 
 Profit for the 
  period                   1,464,079                -   (1,019,505)            -     444,574 
 Increase in trade 
  and other payables         938,110                -     1,019,505            -   1,957,615 
 Net cash generated 
  from operating 
  activities                 648,151                -             -            -     648,151 
                          ----------  ---------------  ------------  -----------  ---------- 
 
 
   c)   Going concern 

The Board continues to closely monitor its performance and the conditions surrounding Covid-19, as well as the more 'normal' risks it faces which would affect its future performance and position. The Board considers it has a reasonable expectation that it has adequate resources to continue to operate for the foreseeable future and therefore the financial statements are prepared on a going concern basis.

   2.            Segmental Analysis 

The segmental results were as follows:

 
 Group                   Currency   International      Travel       Banking        Central          Total 
                            Cards        Payments        Cash      Services 
 6 months                     GBP             GBP         GBP           GBP            GBP            GBP 
  ended 30 
  June 2020 
 
 Segment 
  revenue               2,642,102       8,232,431     393,462     2,504,295              -     13,772,290 
 Direct costs         (1,340,743)     (2,899,006)   (150,937)     (643,001)              -    (5,033,687) 
                     ------------  --------------  ----------  ------------  -------------  ------------- 
 Gross profit           1,301,359       5,333,425     242,525     1,861,294              -      8,738,603 
 Administrative 
  expenses                      -               -           -             -    (8,941,822)    (8,941,822) 
 Amortisation                   -               -           -             -    (2,057,680)    (2,057,680) 
 Separately 
  reported 
  items                         -               -           -             -      (975,309)      (975,309) 
 Finance 
  costs                         -               -           -             -      (110,106)      (110,106) 
                     ------------  --------------  ----------  ------------  -------------  ------------- 
 Profit / 
  (loss) before 
  tax                     724,642       5,833,277     251,668     1,929,016   (12,084,917)    (3,346,314) 
                     ============  ==============  ==========  ============  =============  ============= 
 
 Total assets                   -                                 5,713,844     60,851,190     66,565,034 
 Total liabilities              -               -           -   (2,087,345)   (18,349,217)   (20,436,562) 
                     ------------  --------------  ----------  ------------  -------------  ------------- 
 Total net 
  assets                        -               -           -     3,626,499     42,501,973     46,128,472 
                     ============  ==============  ==========  ============  =============  ============= 
 
 
 Group                   Currency   International      Travel       Banking        Central          Total 
                            Cards        Payments        Cash      Services 
 6 months                     GBP             GBP         GBP           GBP            GBP            GBP 
  ended 30 
  June 2019 
 Restated* 
 Segment 
  revenue               5,073,855       4,817,741   1,147,693     2,536,905              -     13,576,194 
 Direct costs         (1,434,632)     (1,736,923)   (404,774)     (697,000)              -    (4,273,329) 
                     ------------  --------------  ----------  ------------  -------------  ------------- 
 Gross profit           3,639,223       3,080,818     742,919     1,839,905              -      9,302,865 
 Administrative 
  expenses                      -               -           -             -    (8,192,451)    (8,192,451) 
 Amortisation                   -               -           -             -    (1,117,424)    (1,117,424) 
 Separately 
  reported 
  items                         -               -           -             -       (22,966)       (22,966) 
 Finance 
  costs                         -               -           -             -      (148,247)      (148,247) 
                     ------------  --------------  ----------  ------------  -------------  ------------- 
 Profit / 
  (loss) before 
  tax                   3,639,223       3,080,818     742,919     1,839,905    (9,481,088)      (178,223) 
                     ============  ==============  ==========  ============  =============  ============= 
 
 Total assets                   -               -           -     4,941,683     56,254,013     61,195,696 
 Total liabilities              -               -           -   (1,736,279)   (18,604,739)   (20,341,018) 
                     ------------  --------------  ----------  ------------  -------------  ------------- 
 Total net 
  assets                        -               -           -     3,205,404     37,649,274     40,854,678 
                     ============  ==============  ==========  ============  =============  ============= 
 
 
 Group                   Currency   International        Travel       Banking        Central          Total 
                            Cards        Payments          Cash      Services 
 12 months                    GBP             GBP           GBP           GBP            GBP            GBP 
  ended 31 
  December 
  2019 
 
 Segment 
  revenue              11,293,815      11,928,662     2,389,044     5,333,203              -     30,944,724 
 Direct costs         (4,391,599)     (3,537,900)   (1,043,047)   (1,405,719)              -   (10,378,265) 
                     ------------  --------------  ------------  ------------  -------------  ------------- 
 Gross profit           6,902,216       8,390,762     1,345,997     3,927,484              -     20,566,459 
 Administrative 
  expenses                      -               -             -             -   (20,123,517)   (20,123,517) 
 Amortisation                   -               -             -             -    (2,830,587)    (2,830,587) 
 Impairment 
  charge                        -               -             -   (4,858,898)              -    (4,858,898) 
 Separately 
  reported 
  items                         -               -             -             -      (478,476)      (478,476) 
 Finance 
  costs                         -               -             -             -      (233,564)      (233,564) 
                     ------------  --------------  ------------  ------------  -------------  ------------- 
 Profit / 
  (loss) before 
  tax                   6,902,216       8,390,762     1,345,997     (931,414)   (23,666,144)    (7,958,583) 
                     ============  ==============  ============  ============  =============  ============= 
 
 Total assets                   -               -             -     5,077,618     67,044,838     72,122,456 
 Total liabilities              -               -             -   (1,926,658)   (20,678,892)   (22,605,550) 
                     ------------  --------------  ------------  ------------  -------------  ------------- 
 Total net 
  assets                        -               -             -     3,150,960     46,365,946     49,516,906 
                     ============  ==============  ============  ============  =============  ============= 
 
   3.            (Loss) / profit before tax 

(Loss) / profit before tax is stated after charging / (crediting) the following operating costs:-

 
                                                                     12 months 
                                           6 months     6 months      ended 31 
                                           ended 30     ended 30      December 
                                          June 2020    June 2019          2019 
                                          Unaudited    Unaudited       Audited 
                                                GBP          GBP           GBP 
  Marketing costs                           799,100    1,420,853     4,089,772 
  Staff costs                             5,456,339    4,588,459    10,695,174 
  Property and office costs                 500,254      604,857     1,015,832 
  Audit fees                                191,580       80,280       319,200 
  Other professional fees                   449,513      272,789       963,966 
  IT and telephone cost                     551,868      395,923       877,597 
  Travel and similar                        157,081      198,426       452,041 
  Foreign exchange loss                    (38,078)        7,126       229,710 
  Share option charge                       194,934        9,414       122,609 
  Bank charges                               11,365        (339)         9,744 
  Depreciation of right of use assets       465,341      431,347       917,993 
  Depreciation of property, plant 
   and equipment                            202,525      183,316       429,879 
                                        -----------  -----------  ------------ 
  Administrative costs                    8,941,822    8,192,451    20,123,517 
                                        ===========  ===========  ============ 
 
   4.            Separately reported items 

A breakdown of separately reported items included within the Consolidated Statement of Comprehensive Income is shown below:

 
                                                          12 months 
                                  6 months     6 months    ended 31 
                                  ended 30     ended 30    December 
                                 June 2020    June 2019        2019 
                                 Unaudited    Unaudited     Audited 
                                       GBP          GBP         GBP 
  Costs relating to Covid-19       445,555            -           - 
  Wirecard                         529,754            -           - 
  Acquisition costs                      -       22,966     478,476 
                               -----------  -----------  ---------- 
                                   975,309       22,966     478,476 
                               ===========  ===========  ========== 
 
   5.            Taxation 
 
                                         6 months      6 months      6 months 
                                         ended 30      ended 30      ended 30 
                                        June 2020     June 2019     June 2019 
                                        Unaudited     Unaudited       Audited 
                                                      Restated* 
                                              GBP           GBP           GBP 
 Current year R&D credit                (734,046)   (1,148,635)   (3,478,997) 
 Changes in tax estimates 
  related to prior years                        -             -      (25,000) 
 Changes in tax estimates 
  in pre-acquisition accounts 
  of businesses acquired during 
  the year                                      -      (10,488)      (10,487) 
                                      -----------  ------------  ------------ 
 Current tax credit                     (734,046)   (1,159,123)   (3,514,484) 
                                      -----------  ------------  ------------ 
 
 Origination and reversal 
  of temporary differences                458,152       536,326       868,016 
 Recognition of previously 
  unrecognised deductible temporary 
  differences                              98,743             -        59,583 
                                      -----------  ------------  ------------ 
 Deferred tax expense                     556,895       536,326       927,599 
                                      -----------  ------------  ------------ 
 
 Total tax credit                       (177,151)     (622,797)   (2,586,885) 
                                      ===========  ============  ============ 
 

*See note 1c

- ENDS -

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