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REG - Aquis Exchange PLC - Interim Results

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RNS Number : 1316N  Aquis Exchange PLC  21 September 2023

21 September 2023

Aquis Exchange PLC

("Aquis", the "Company" or the "Group")

 

Interim results for the six months ended 30 June 2023

Continued momentum with increased revenue across all divisions

 

Aquis Exchange PLC (AQX.L), the creator and facilitator of next-generation
financial markets, is pleased to announce its unaudited results for the six
months ended 30 June 2023.

 

Highlights:

 

 ·             Net revenue up 17% to £9.7m (H122: £8.3m)
 ·             EBITDA up 26% to £1.7m (H122: £1.3m)
 ·             Profit before tax up 64% to £1.1m (H122: £0.7m)
 ·             Basic earnings per share 3.8p (H122: 2.5p)
 ·             Cash and cash equivalents of £13.9m (H122: £13.3m)
 ·             All four divisions were profitable in the period:

   o    Aquis Markets - Further diversification of the product suite, with addition of
        Dark to Lit Sweep
   o    Aquis Technologies - Contract pipeline continues to develop in line with
        expectations
   o    Aquis Data - Revenues up 34%; significant progress towards an EU consolidated
        tape
   o    Aquis Stock Exchange - Welcomed five new listings despite tough market
        conditions and low admissions throughout the market

 

Post-period highlights:

 

 ·             Change to Aquis' proprietary trading rule announced, further enhancing range
               of execution options available to members
 ·             Investment in OptimX Markets adds additional connectivity to Aquis Matching
               Pool (AMP) and provides clients with ability to cross large blocks

 

Aquis CEO, Alasdair Haynes said:

 

"2023 so far has been a year of continued momentum for Aquis, with revenues
continuing to increase across all divisions.

 

"Following the successful integration of the Aquis Matching Pool in 2022,
Aquis Markets has seen increased revenues. We have also worked to further
diversify the products that will be made available to members, adding block
trading via OptimX Markets and changing our proprietary trading rule to give
members greater execution choice along with best execution outcomes.  These
changes are laying the foundations for future growth in market share over the
medium-term.

 

"Our technology contract pipeline has continued to develop as expected, with a
renewal and an extension over the period demonstrating the long-term nature of
these relationships.

 

"Within Aquis Data, we were pleased to see significant progress towards an EU
consolidated tape during the period, which is likely to disproportionately
benefit Aquis.

 

"And finally despite challenging market conditions, we remain positive on the
long-term potential of the Aquis Stock Exchange, which remains profitable.

 

"With economic uncertainty continuing to affect all market participants, we
are pleased to be delivering continued growth, strategic progress and value
for shareholders. We have had a positive start to 2023, with continued revenue
growth across all divisions and trading remains in line with Board
expectations for the full year."

 

An overview of the results from Alasdair Haynes is available to view on this
link.
(https://gbr01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.brrmedia.co.uk%2Fbroadcasts-embed%2F650863ec50a62b392af1590e%2Fevent%2F%3Fpopup%3Dtrue&data=05%7C01%7Cagilbert%40aquis.eu%7Ccf352934290d4812be3108dbb9e99e66%7Cb7e914d8ee8446f294c4c8df61052aff%7C0%7C0%7C638308185534581649%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=ULpVUs4AZAoa9q9sTXDyKSCaMw7PHUF0QZERduBZo6g%3D&reserved=0)

 

The Group will be hosting webinars for analysts and retail investors today at
9.30 and 16.00 respectively.

 

If you would like to register for the analyst webinar, please contact
aquis@almapr.co.uk (mailto:aquis@almapr.co.uk) . Investors who would like to
attend the retail investor webinar can sign up to Investor Meet Company for
free and add themselves to the meeting via
https://www.investormeetcompany.com/aquis-exchange-plc/register-investor
(https://www.investormeetcompany.com/aquis-exchange-plc/register-investor) .
Investors who have already registered will be automatically invited.

 

 

Enquiries:

 

 Aquis Exchange PLC                                Tel: +44 (0)20 3597 6321
 Alasdair Haynes, CEO
 Richard Fisher, CFO                               Tel: +44 (0)20 3597 6329

 Adele Gilbert, Head of Marketing

 Investec Bank plc (Nominated Adviser and Broker)  Tel: +44 (0)20 7597 4000
 David Anderson
 Bruce Garrow
 Lydia Zychowska

 St John Hunter

 Canaccord Genuity Limited (Joint Broker)          Tel: +44 (0) 20 7523 8000

 Emma Gabriel

 George Grainger

 VSA Capital Limited (AQSE Corporate Adviser)      Tel: +44(0)20 3005 5000

 Andrew Raca

 Alma PR (Financial PR Adviser)                    Tel: +44 (0)20 3405 0209
 Josh Royston                                      aquis@almapr.co.uk (mailto:aquis@almapr.co.uk)

 Rebecca Sanders-Hewett
 Kieran Breheny

 

Notes to editors:

 

About Aquis Exchange PLC

Aquis Exchange PLC ("Aquis") is a creator and facilitator of next-generation
financial markets, through the provision of accessible, simple and efficient
stock exchanges, trading venues and technology.

 

Aquis consists of four divisions:

 

Aquis Markets operates lit and dark order books, covering 16 European markets.
For its lit books, Aquis uses a subscription pricing model which works by
charging users according to the message traffic they generate, rather than a
percentage of the value of each stock that they trade.

 

Aquis Technologies is the software and technology division of Aquis. It
focuses on building better markets via the creation and licensing of
cutting-edge, cost-effective exchange infrastructure technology and services,
including matching engine and trade surveillance solutions.

 

Aquis Stock Exchange (AQSE) is a stock market providing primary and secondary
markets for equity and debt products. It is authorised as a Recognised
Investment Exchange, which allows it to operate a regulated listings venue.
The AQSE Growth Market is divided into two segments 'Access' and 'Apex'; the
Access market focuses on earlier stage growth companies, while Apex is the
intended market for larger, more established businesses.

 

Aquis Data generates revenue from the sale of data derived from Aquis Markets
and Aquis Stock Exchange to non-Member market participants.

Aquis is authorised and regulated by the UK Financial Conduct Authority and
France's Autorité de contrôle prudentiel et de résolution and L'Autorité
des marchés financiers to operate Multilateral Trading Facility businesses in
the UK & Switzerland markets and in EU27 markets respectively. Aquis
Exchange PLC is quoted on the Aquis Stock Exchange and on the AIM Market (AIM)
of the LSE. For more information, please go to www.aquis.eu
(http://www.aquis.eu/) .

 

 

 

Interim Report

 

The six months to 30 June 2023 has been another strong period of profitable
growth as revenues increase across all divisions, as we build on our
achievements in 2022. Alongside this, we have continued to make good
operational progress in all areas to expand our market opportunity. Achieving
this despite challenging economic circumstances reflects our strong
operational resilience and the continued demand for our offering across all
three divisions.

 

Operational Review

 

We have continued our planned investment in key business areas such as growing
our technology development team. These investments enable us to maintain our
internally used Aquis technology set and support the ongoing growth in our
technology licencing business.

 

The performance of Aquis Markets has progressed well. Exchange revenue
increased by £0.8m (14%) from £5.1m to £5.9m. Since Aquis Matching Pool
(AMP) was launched in 2022, trading volumes have increased with a closing
0.76% market share by 30 June 2023 (0.84% at 30 December 2022) demonstrating
the resilience of the Aquis platform despite difficult market conditions.

 

The Aquis Technologies contract pipeline has developed in line with
expectations, and multiple renewals and/or extensions over the period
continues to demonstrate customer loyalty and stickiness of revenue. The
average maturity of a technology contract has increased further to 3.4 years.

 

On Aquis Stock Exchange, issuer revenue increased by 29%, reaching £0.8m as
the number of admissions continues to grow despite a generally challenging
economic climate for raising finance and a reduction in new issues. There are
currently 104 securities on AQSE.

 

Aquis Markets

Continued revenue growth in the core business; ongoing success of AMP despite
challenging market conditions; foundations laid for future market share gains
through additional products and innovative rule change

 

Aquis Markets is the Group's pan-European secondary trading equities market.
It comprises the UK MTF (AQXE) and the French MTF serving EU markets (AQEU).
Aquis Markets currently offers over 2,100 stocks and ETFs across 16 European
markets. A significant proportion of Markets activity is now being executed on
AQEU, the Group's French MTF serving EU markets.

 

Average market share in 1H23 was 5.1% (5.0% 1H22). Market conditions remain
challenging with lower lit market volumes across the board, but in the period
Aquis has continued to grow its product offering with the introduction of our
Dark to Lit Order Sweep functionality and also seen strong growth in our
Auction on Demand (AoD) product.

 

Aquis Matching Pool: Following the acquisition of the business assets
comprising the UBS MTF, Aquis has seen pleasing levels of activity with the
number of members and levels of trading experienced to date growing from those
seen at acquisition, with Management confident of future opportunities to
grow.

 

Post-period end, Aquis Markets announced a change to the proprietary trading
rule on its UK and EU trading platforms. In response to member demand, the
rule change will allow liquidity providers the option to choose if they wish
to interact with aggressive non-client proprietary trading or not; providing
members with greater choice and immediacy of execution. We expect this to
positively contribute to our growth in market share over the medium term.

 

Aquis Technologies

Progress made on a number of projects with continuing revenues from existing
relationships

 

Aquis licenses its leading exchange-related technology through its Aquis
Technologies division. Aquis Technologies creates and licenses technology for
high volume, low latency trading platforms, complex connectivity solutions
and real-time trade monitoring and surveillance systems for banks, brokers,
investment firms and exchanges.

 

Aquis recognises license revenue on completion of project delivery in
accordance with IFRS accounting standards, which can lead to lumpy revenue
recognition, period on period. Despite the financial reporting requirements
under revenue recognition standards, these contracts provide consistent
long-term cash inflows for the business.

 

During 1H23, significant progress was made on several projects, namely where
regulatory work had been completed on behalf of one customer and additional
licences were provided to another existing customer. The work undertaken by
the technologies team will pave the way for further offerings in the future.
As a result, net revenues in the technology division have remained steady at
£1.1m in 1H23 (£1.1m in 1H22).

 

In Q1 2023 Aquis Equinox, the world's first 24/7, no downtime, matching engine
was launched, and the division continues to make exciting progress in its
cloud services offering which will not only lead to future synergies within
the Group's trading platforms, but also for new and existing technology
licencing customers.

 

Aquis Technologies currently has seven contracts, on which five have
recognised revenue. Management expects that revenue will be recognised on one
of the two remaining contracts in H2 2023.

 

Aquis Data

 

Aquis generates revenue from the sale of data derived from Aquis Markets (AQXE
& AQEU) and Aquis Stock Exchange to non-Member market participants. The
total number of market data customers by 30 June 2023 was 85.

 

Revenue from market data vendors increased significantly by £0.5m (34%) to
£1.8m for the six-month period compared to the 2022 equivalent, with
continued growth in both terminal use and non-display licences across the
period.

 

The creation of a consolidated tape in both the UK and EU presents opportunity
for future revenue. There was progress made on the EU consolidated tape during
the period, with administrative process to follow. The advent of an equities
consolidated tape in either jurisdiction would disproportionately benefit
Aquis.

 

Aquis Stock Exchange (AQSE)

Momentum building despite wider slowdown in market activity

 

Aquis Stock Exchange is a modern market for modern businesses, bringing
positive disruption and competition to the listed SME sector. As one of the
only two existing options for growing SMEs looking to IPO in the UK, Aquis'
vision is for Aquis Stock Exchange to become the home for quality growth
businesses, applying core Aquis values such as transparency and innovation.

 

Five admissions were completed during 1H23 (six at our principal competitor)
compared to 12 during 1H22. This was reflective of a general slowdown in IPO
activity across the market due to challenging economic conditions.

 

All Aquis Stock Exchange IPOs were well supported and there is a very strong
pipeline of high growth and 'new economy' businesses.

 

Having achieved profitability ahead of forecasts in 2022, it is good to see
the resilience of earnings with profitability maintained despite challenging
IPO market conditions.

 

Financial Review

 

Net revenue increased 17% to £9.7m (1H22: £8.3m) and
the EBITDA profit for the half year was £1.7m, a 26% increase on the
EBITDA profit of £1.4m generated in 1H22. This EBITDA profit and the profit
before tax of £1.1m includes £0.3m of income recognised from an impairment
credit per IFRS 9 consistent with the 1H22 impairment credit.

 

 

Divisional revenue:

 

                       6 months to           6 months to

June 2023 (£'000s)
June 2022 (£'000s)
 Markets               5,869                 5,112
 Technologies          1,132                 1,087
 Data                  1,840                 1,376
 Aquis Stock Exchange  832                   699
                       9,673                 8,274

 

 

EBITDA has improved with revenue growth ahead of the controlled increase in
costs during 1H 2023 and the back end of last year as the Group continued to
invest in personnel and technological resources. The Group will continue to
invest in the future to maintain the business's growth momentum.

 

Operating costs have increased by 15% to £8.0m (H1 2022: £6.9m) reflecting
primarily increased headcount in the period as well as inflation on both staff
cost and data centre costs and increased data costs. Aquis continues to seek
and be able to recruit top talent. A focus continues to be recruitment in the
development team, where a broadly stable proportion of costs is capitalised
and then amortised over three years reflecting the ongoing value derived from
these activity sets. Physical hardware acquired is capitalised and depreciated
over a three year useful economic life. Other costs are recognised as
operating in nature and reflected in the P&L as incurred.

 

The Group continues to maintain a strong balance sheet and cash equivalents at
30 June 2023 were £13.9m (30 June 2022: £13.3m). The Group continues to
generate cash above operational requirement which has allowed the ongoing
transfer of funds to the Group Trusts which have purchased shares in support
of the Group share schemes.

 

 

Summary and Outlook

 

2023 so far has been a year of continued momentum for Aquis, with revenues
continuing to increase across all divisions.

 

Following the successful integration of the Aquis Matching Pool in 2022, Aquis
Markets has seen increased revenues. We have also worked to further diversify
the products that will be made available to members, adding block trading via
OptimX Markets and changing our proprietary trading rule to give members
greater execution choice along with best execution outcomes.  These changes
are laying the foundations for future growth in market share over the
medium-term.

 

Our technology contract pipeline has continued to develop as expected, with a
renewal and an extension over the period demonstrating the long-term nature of
these relationships.

 

Within Aquis Data, we were pleased to see here was significant progress
towards an EU consolidated tape during the period, which is likely to
disproportionately benefit Aquis.

 

And finally, despite challenging market conditions, we remain positive on the
long-term potential of the Aquis Stock Exchange, which remains profitable.

 

With economic uncertainty continuing to affect all market participants, we are
pleased to be delivering continued growth, strategic progress and value for
shareholders. We have had a positive start to 2023, with continued revenue
growth across all divisions and trading remains in line with Board
expectations for the full year.

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS
ENDED 30 JUNE 2023

 

                                                                                                          6 months ended 30/06/2023      Year ended 31/12/2022      6 months ended 30/06/2022
                                                                                Note                      £'000                          £'000                      £'000
 Income Statement
 Revenue                                                                        3                         9,342                          19,930                     7,849
 Impairment credit/(charge) on contract assets                                  4                         331                            132                        425
 Impairment credit / (charge) on trade and other receivables                    4                         -                              (13)                       26
 Administrative expenses                                                                                  (7,976)                        (14,239)                   (6,956)
 Operating profit                                                                                         1,697                          5,810                      1,344
 Investment income                                                              5                         169                            29                         4
 Depreciation and amortisation                                                  7,8                       (672)                          (1,259)                    (627)
 Net finance costs                                                              19                        (49)                           (53)                       (22)
 Profit before taxation                                                                                   1,145                          4,527                      699
 Income tax (charge)/credit                                                     11                        (99)                           157                        -
 Profit after taxation                                                                                    1,046                          4,684                      699

 Other comprehensive income
 Items that may be reclassified subsequently to profit or loss:
 Foreign exchange differences on translation of foreign operations, net of tax  18                        (37)                           181                        (42)
 Other comprehensive loss for the year                                                                    (37)                           181                        (42)

 Total comprehensive profit for the year                                                                  1,009                          4,865                      657

 Earnings per share (pence)
 Basic
 Ordinary shares                                                                6                         3.8                            17.0                       2.5
 Diluted
 Ordinary shares                                                                6                         3.6                            16.5                       2.5

 

The consolidated statement of comprehensive income has been prepared on the
basis that all operations are continuing operations.

 

 

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2023

 

                                                 6 months ended 30/06/2023      Year ended 31/12/2022      6 months ended 30/06/2022
                                       Note      £'000                          £'000                      £'000
 Assets
 Non-current assets
 Goodwill                              7         83                             83                         83
 Intangible assets                     7         1,253                          1,032                      772
 Property, plant and equipment         8         3,829                          4,156                      4,263
 Deferred tax asset                    10        1,594                          1,594                      1,292
 Trade and other receivables           9         5,938                          5,352                      4,714
                                                 12,697                         12,217                     11,124
 Current assets
 Trade and other receivables           9         4,970                          4,135                      2,786
 Cash and cash equivalents                       13,905                         14,171                     13,320
                                                 18,875                         18,306                     16,106
 Total assets                                    31,572                         30,523                     27,230
 Liabilities
 Current liabilities
 Trade and other payables              12        4,495                          4,268                      4,453
 Non-current liabilities
 Lease liabilities                     19        2,667                          2,875                      3,214
 Total liabilities                               7,162                          7,143                      7,667

 Net assets                                      24,410                         23,380                     19,563

 Equity
 Called up share capital               13        2,752                          2,751                      2,751
 Share premium account                 14        11,810                         11,785                     11,780
 Other reserves                        15        2,320                          1,813                      1,860
 Treasury shares                       17        (3,798)                        (3,350)                    (3,001)
 Retained earnings                     16        11,363                         10,317                     6,332
 Foreign currency translation reserve  17        (37)                           64                         (159)
 Total equity                                    24,410                         23,380                     19,563

 

 

 

The notes to the financial statements on pages 10 to 22 form an integral part
of these financial statements. The interim financial statements were approved
by the board of directors and authorised for issue on 21 September 2023 and
are signed on its behalf by:

 

 R Fisher   A Haynes

 Director   Director

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED
30 JUNE 2023

 

                                                                    Note                      Share Capital            Share Premium       Other Reserves      Treasury Shares      Retained Earnings      Foreign Currency Translation Reserve               Total
                                                                                              £'000                    £'000               £'000               £'000                £'000                  £'000                                     £'000

 Balance at 1 January 2022                                                                    2,751                    11,771              1,118               (1,527)              5,633                  (117)                                     19,629

 Profit for the 6-month period ended 30/06/2022                                                                                                                                     699                                                              699

 Issue of new shares                                                                                                   9                                                                                                                             9
 Movement in share option reserve                                                                                                          742                                                                                                       742
 Movement in treasury shares                                                                                                                                   (1,474)                                                                               (1,474)
 Foreign exchange differences                                                                                                                                                                              (42)                                      (42)

 on translation of

 foreign operations
 Balance at 30 June 2022                                                                      2,751                    11,780              1,860               (3,001)              6,332                  (159)                                     19,563
 Profit for the 6 month period ended                                                                                                                                                3,985                                                            4,180

 31/12/2022
 Issue of new shares                                                                                                   5                                                                                                                             5
 Movement in share option                                                                                                                  (47)                                                                                                      (47)

 Reserve
 Movement in treasury shares                                                                                                                                   (349)                                                                                 (349)
 Foreign exchange differences                                                                                                                                                                              223                                       28

 on translation of foreign

 operations
 Balance at 31 December 2022                                                                  2,751                    11,785              1,813               (3,350)              10,317                 64                                              23,380
 Profit for the 6-month period ended                                                                                                                                                1,046                                                            1,046

 30/06/2023
 Issue of new shares                                                13,14                     1                        25                                                                                                                            26
 Movement in share option reserve                                   15                                                                     507                                                                                                       507

 Movement in treasury shares                                        17                                                                                         (448)                                                                                 (448)
 Foreign exchange differences on translation of foreign operations  18                                                                                                                                     (101)                                     (101)
 Balance at 30 June 2023                                                                      2,752                    11,810              2,320               (3,798)              11,363                 (37)                                      24,410

 

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30
JUNE 2023

 

                                                                 Note                6 months ended 30/06/2023      Year ended 31/12/2022      6 months ended 30/06/2022
                                                                                     £'000                          £'000                      £'000
 Cash flows from operating activities
                   Cash generated/absorbed by operations         20                  1,101                          3,962                      1,082
                   Overseas tax paid                                                 (219)                          -                          -
                   Finance expense on lease liabilities          19                  49                             53                         22
                   Net cash inflow from operating activities                         931                            4,015                      1,104

 Investing Activities
                   Recognition of intangible assets              7                   (509)                          (778)                      (282)
                   Purchase of property, plant and equipment     8                   (57)                           (769)                      (480)
                   Interest received                             5                   169                            35                         4
                   Net cash used in / generated by investing activities              (397)                          (1,512)                    (758)

 Financing Activities
                   Proceeds from share issue                     13,14               26                             14                         9
                   Purchase of treasury shares                   17                  (448)                          (1,956)                    (1,000)
                   Principal portion of lease liability          19                  (257)                          (301)                      (39)
                   Net cash (used in)/ generated by financing activities             (679)                          (2,243)                    (1,030)

 Net increase/(decrease) in cash and cash equivalents                                (145)                          260                        (684)

 Cash and cash equivalents at the beginning of the period                            14,171                         14,046                     14,046
 Effect of exchange rate changes on cash and cash equivalents                        (121)                          (135)                      (42)
 Cash and cash equivalents at the end of the period                                  13,905                         14,171                     13,320

 

 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS

 

1.     Basis of preparation of half-year report

This condensed consolidated interim financial report for the half-year
reporting period beginning 1 January 2023 and ending 30 June 2023 ("interim
period") has been prepared in accordance with Accounting Standard IAS 34
Interim Financial Reporting.

The interim report does not include all the notes of the type normally
included in an annual financial report. Accordingly, this report is to be read
in conjunction with the annual report for the year ended 31 December 2022 and
any public announcements made by Aquis Exchange PLC ("Aquis" or the "Company")
during the interim reporting period.

The accounting policies adopted are consistent with those of the previous
financial year and corresponding interim reporting period.

 

2.     Significant post balance sheet events

On 7 August 2023 Aquis Exchange PLC acquired a minority stake in OptimX
Markets Inc. (OptimX), a US-based financial services start-up focused on the
block trading market (the "Investment"). The investment is split into two
tranches: Aquis will subscribe US$0.75m out of a total first tranche of
US$3.0m payable in cash, followed by a second tranche in 12 months of a
further US$0.75m out of a total $3.0m payable in cash. It is expected that
Jonathan Clelland, COO of Aquis, will join the board of OptimX as a
Non-Executive Director in due course.  OptimX is a new venture and so has not
yet generated any profits or losses.

 

3.     Revenue

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

                   6 months ended 30/06/2023      Year ended 31/12/2022      6 months ended 30/06/2022
                   £'000                          £'000                      £'000
 Exchange Fees     6,154                          10,869                     5,387
 Licence Fees      801                            5,035                      662
 Issuer Fees       547                            1,023                      424
 Data Vendor Fees  1,840                          3,003                      1,376
                   9,342                          19,930                     7,849

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

4.     Expected credit loss

The expected credit loss on licensing contract assets has been calculated in
accordance with IFRS 9:

                                                   £'000

 As at 31/12/2021                                  1,478
 Expected credit loss reversal for the period      (425)
 As at 30/06/2022                                         1,053
 Expected credit loss charge for the period        293
 As at 31/12/2022                                  1,346
 Expected credit loss reversal for the period      (331)
 As at 30/06/2023                                         1,015

 

The expected credit loss on trade receivables has been calculated in
accordance with IFRS 9:

                                                   £'000

 As at 31/12/2021                                  46
 Expected credit loss reversal for the period      27
 As at 30/06/2022                                         73
 Expected credit loss charge for the period        (14)
 As at 31/12/2022                                  59
 Expected credit loss reversal for the period      -
 As at 30/06/2023                                         59

 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

 

5.     Investment income

                                       6 months ended 30/06/2023      Year ended 31/12/2022      6 months ended 30/06/2022
                                       £'000                          £'000                      £'000
 Interest income on bank deposits      169                            29                         4

 

 

 

6.     Earnings per share

                                                                            6 months ended 30/06/2023      Year ended 31/12/2022      6 months ended 30/06/2022

 Number of Shares ('000)
 Weighted average number of ordinary shares for basic earnings per share    27,510                         27,509                     27,509
 Weighted average number of ordinary shares for diluted earnings per share  28,796                         28,425                     28,431
 Earnings (£'000)
 Profit for the period from continued operations                            1,046                          4,684                      699
 Basic and diluted earnings per share (pence)
 Basic earnings per ordinary share                                          3.8                            17.0                       2.5
 Diluted earnings per ordinary share                                        3.6                            16.5                       2.5

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

 

7.     Intangible assets

                                                                              Other Intangibles

                                          Group Developed Trading Platforms

                                                                                                 Goodwill

                                          £'000                               £'000

                                                                                                 £'000
 Cost
 As at 31/12/2021                         3,011                               37                 83
 Additions                                282                                 -                  -
 As at 30/06/2022                         3,293                               37                 83
 Additions                                324                                 172                -
 As at 31/12/2022                         3,617                               209                83
 Additions                                468                                 41                 -
 As at 30/06/2023                         4,085                               250                83

 Accumulated amortisation and impairment

 As at 31/12/2021                         2,286                               8                  -
 Charge for the period                    258                                 6                  -
 As at 30/06/2022                         2,544                               14                 -
 Charge for the period                    228                                 8                  -
 As at 31/12/2022                         2,772                               22                 -
 Charge for the period                    268                                 20                 -
 As at 30/06/2023                         3,040                               42                 -

 Carrying amount
 As at 31/12/2021                         725                                 29                 83
 As at 30/06/2022                         749                                 23                 83
 As at 31/12/2022                         845                                 187                83
 As at 30/06/2023                         1,045                               208                83

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

8.     Property, plant and equipment

                                          Fixtures, fittings and equipment      Computer Equipment      Right of Use Asset      Total
                                          £'000                                 £'000                   £'000                   £'000
 Cost
 As at 31/12/2021                         324                                   2,389                   4,239                   6,952
 Additions & disposals                    168                                   312                     -                       480
 As at 30/06/2022                         492                                   2,701                   4,239                   7,432
 Additions & disposals                    -                                     290                     -                       290
 As at 31/12/2022                         492                                   2,991                   4,239                   7,722
 Additions & disposals                    -                                     44                      13                      57
 As at 30/06/2023                         492                                   3,035                   4,252                   7,779

 Accumulated depreciation and impairment
 As at 31/12/2021                         230                                   2,075                   501                     2,806
 Charge for the period                    38                                    152                     173                     363
 As at 30/06/2022                         268                                   2,227                   674                     3,169
 Charge for the period                    27                                    146                     224                     397
 As at 31/12/2022                         295                                   2,373                   898                     3,566
 Charge for the period                    30                                    160                     194                     384
 As at 30/06/2023                         325                                   2,533                   1092                    3,950

 Carrying amount
 As at 31/12/2021                         94                                    314                     3,738                   4,146
 As at 30/06/2022                         224                                   474                     3,565                   4,263
 As at 31/12/2022                         197                                   618                     3,341                   4,156
 As at 30/06/2023                         167                                   502                     3,160                   3,829

 

 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

 

9.     Trade and other receivables

                                      Current
                                      As at 30/06/2023       As at 31/12/2022       As at 30/06/2022
                                      £'000                  £'000                  £'000
 Trade receivables net of impairment  4,042                  3,421                  2,096
 Prepayments                          810                    636                    683
 Other receivables                    129                    78                     7
                                      4,981                  4,135                  2,786

                                      Non-Current
                                      As at 30/06/2023       As at 31/12/2022       As at 30/06/2022
                                      £'000                  £'000                  £'000
 Trade receivables net of impairment  5,588                  5,010                  4,079
 Other receivables                    339                    342                    635
                                      5,927                  5,352                  4,714

 

Trade receivables are stated net of any credit impairment provision as set out
previously in Note 3 in accordance with IFRS 9, as illustrated below:

                                            As at 30/06/2023      As at 31/12/2022      As at 30/06/2022

                                            £'000                 £'000                 £'000
 Gross trade receivables                    10,704                9,837                 7,319
 Expected credit losses on contract assets  (1,015)               (1,347)               (1,055)
 Provisions against trade receivables       (59)                  (59)                  (73)
 Trade receivables net of impairment        9,630                 8,431                 6,175

 

Impairment includes the expected credit loss on licencing contract assets
stated in Note 4.

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

10.   Deferred tax asset

A deferred tax asset was initially recognised in the year ended 31 December
2020, due to the Group becoming profitable for the first time. The Group is
expected to continue to be profitable in future years, with the value of the
deferred tax asset to be reassessed annually at year end.

                     As at 30/06/2023      As at 31/12/2022      As at 30/06/2022
                     £'000                 £'000                 £'000
 Deferred tax asset  1,594                 1,594                 1,292

 

11.   Income tax

The income tax charge/(credit) can be reconciled to the result per the
Statement of Comprehensive Income as follows:

 

                                                                                                           6 months to 30/06/2023      Year ended 31/12/2022      6 months to 30/06/2022
                                                                                                           £'000                       £'000                      £'000
      Current tax
                UK Corporation tax charge                                                                  -                           -                          -
                Overseas tax charges on foreign operations                                                 99                          144                        -
                Total tax charge                                                                           99                          144                        -

      Deferred tax
                Origination and reversal of timing differences                                             -                           (229)                      -
                Effect of changes in tax rates                                                             -                           (72)                       -
                Total deferred tax (credit)                                                                -                           (301)                      -

                                                                                                           6 months to 30/06/2023      Year ended 31/12/2022      6 months to 30/06/2022
                                                                                                           £'000                       £'000                      £'000

     Profit before tax                                                                                     1,145                       4,527                      699
                Expected tax charge based on a corporation tax charge of 19%                               195                         860                        100
                Expected tax charge based on effective overseas rates of 25%                               99                          177                        61
                Fixed asset differences                                                                    (182)                       (40)                       (111)
                Expenses not deductible for tax purposes                                                   87                          109                        53
                Other differences                                                                          (7)                         (89)                       (46)
                Remeasurement of deferred tax for changes in tax rates                                     (93)                        (72)                       (57)
                Movement in deferred tax not recognised                                                    -                           (1,069)                    -
                Movement in deferred tax not recognised at overseas rates                                  -                           (33)                       -
                Tax charge/(credit) for the period                                                         99                          (157)                      (1,030)

 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

12.   Trade and other payables

 As at 30/06/2023      As at 31/12/2022      As at 30/06/2022

 Trade payables                      244                   510                   499
 Accruals                            1,035                 1,509                 1,076
 Social security and other taxation  663                   221                   755
 Deferred revenue                    1,959                 1,358                 1,604
 Short term lease liabilities        527                   523                   434
 Overseas corporation tax payable    23                    144                   -
 Derivatives                         40                    -                     -
 Other payables                      4                     3                     85

                   4,495                 4,268                 4,453

 In January 2023 forward contracts were taken by the Company in order to
 economically hedge against foreign exchange movements in contract asset
 balances denominated in US Dollars (see note 9). These derivatives are
 remeasured at each reporting sheet date with the movement recognised in Profit
 and Loss. The year to date loss on these items is £40k.

In January 2023 forward contracts were taken by the Company in order to
economically hedge against foreign exchange movements in contract asset
balances denominated in US Dollars (see note 9). These derivatives are
remeasured at each reporting sheet date with the movement recognised in Profit
and Loss. The year to date loss on these items is £40k.

 

13.   Called up share capital

                                                                    As at 30/06/2023      As at 31/12/2022      As at 30/06/2022
                                                                    £'000                 £'000                 £'000
 Ordinary share capital
 Issued and fully paid
 27,149,559 Ordinary shares of 10p each                             2,751                 2,751                 2,751
 Issue of new shares following exercise of 3,999 EMI share options  -                     -                     -
 Issue of new shares following exercise of 7,333 EMI share options  1                     -                     -
 Ordinary share capital                                             2,752                 2,751                 2,751

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

14.   Share premium account

                                                                    As at 30/06/2023      As at 31/12/2022      As at 30/06/2022
                                                                    £'000                 £'000                 £'000
 Share premium
 At beginning of year                                               11,785                11,771                11,771
 Issue of new shares following exercise of 3,999 EMI share options  -                     14                    9
 Issue of new shares following exercise of 7,333 EMI share options  25                    -                     -
 Share premium                                                      11,810                11,785                11,780

 

15.   Other Reserves

                                                                      £'000

 As at 31/12/2021                                                     1,118
 Share-based payment expense for the 6-month period ended 30/06/2022  742
 As at 30/06/2022                                                     1,860
 Share-based payment expense for the 6-month period ended 31/12/2022  (47)
 As at 31/12/2022                                                     1,813
 Share-based payment expense for the 6-month period ended 30/06/2023  507
 As at 30/06/2023                                                     2,320

 

The reserves relating to share-based payments reflects the estimated value of
the approved employee share option schemes, which include the EMI, CSOP, PPO
and Restricted Share options. The valuation of the options granted is
estimated using a US binomial or Black Scholes model. Also included in the
share-based payment reserve are the treasury shares purchased by the Trust
under the Share Incentive Plan.

 

 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

16.   Retained earnings

                                                 £'000

 As at 31/12/2021                                5,633
 Profit for the 6-month period ended 30/06/2022  699
 As at 30/06/2022                                6,332
 Profit for the 6-month period ended 31/12/2022  3,985
 As at 31/12/2022                                10,317
 Profit for the 6-month period ended 30/06/2023  1,046
 As at 30/06/2023                                11,363

17.   Treasury shares

Treasury shares are purchased by the Trusts under the Employee Share Plans.
The Trusts are consolidated within the Group financial statements and the
value of the shares held at the balance sheet date is shown below.

                                     As at 30/06/2023      As at 31/12/2022      As at 30/06/2022
                                     £'000                 £'000                 £'000

 At beginning of period              3,350                 1,527                 1,527
 Purchase of treasury shares         448                   1,823                 1,474
 Treasury shares at close of period  3,798                 3,350                 3,001

 

18.   Foreign currency translation reserve

The translation of the European subsidiary into the functional currency of the
group results in foreign exchange differences that have been recognised in
Other Comprehensive Income ('OCI') for the group which have been accumulated
in a separate component of equity as illustrated below.

                                                                               6 months ended 30/06/2023      Year ended 31/12/2022      6 months ended 30/06/2022
                                                                               £'000                          £'000                      £'000
 At the beginning of the year/period                                           64                             (159)                      (117)
 Foreign exchange differences on translation of foreign operations recognised  (101)                          223                        (42)
 in OCI
 At the end of the year/period                                                 (37)                           64                         (159)

 

 

 

 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

19.   IFRS 16 Leases

 The impact on the Group's assets and liabilities, and the related effects on
 profit and loss, of the Group's leasing activities

 (the Group as a lessee) are detailed below.

 Right of Use Asset

 Property
                    £'000
 Carrying amount at 1 January 2022    3,738
 Depreciation for the period          (173)
 Carrying amount at 30 June 2022      3,565
 Depreciation for the period          (225)
 Carrying amount at 31 December 2022  3,340
 Remeasurement of lease               13
 Depreciation for the period          (194)
 Carrying amount at 30 June 2023      3,159

 

 Rent deposit asset

 Rent deposit asset
                            £'000
 Carrying amount at 1 January 2022                    616
 Finance income on rent deposit asset for the period  11
 Carrying amount at 30 June 2022                      627
 Finance income on rent deposit asset for the period  4
 Recovery of rent deposit                             (274)
 Carrying amount at 31 December 2022                  357
 Remeasurement of lease                               (12)
 Finance income on rent deposit asset for the period  5
 Carrying amount at 30 June 2023                      350

 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

 Lease liability

 Lease liability
                           £'000
 Carrying amount at 1 January 2022                  3,630
 Finance expense on lease liability for the period  33
 Lease payments made during the period              (39)
 Carrying amount at 30 June 2022                    3,629
 Finance expense on lease liability for the period  35
 Lease payments made during the period              (262)
 Carrying amount at 31 December 2022                3,397
 Finance expense on lease liability for the period  54
 Lease payments made during the period              (257)
 Carrying amount at 30 June 2023                    3,194
 Of which are:
 Current                                            527
 Non-current                                        2,667
                           3,194

 Net finance expense on leases

                    6months ended 30/06/2023  Year ended 31/12/2022  6 months ended 30/06/2022
                                         £'000                      £'000                  £'000
 Finance expense on lease liability      54                         68                     33
 Finance income on rent deposit asset    (5)                        (15)                   (11)
 Net finance expense relating to leases  49                         53                     22

 

 The finance income and finance expense arising from the Group's leasing
 activities as a lessee have been shown net where applicable

  as is permitted by IAS 32 where criteria for offsetting have been met.

 Amounts recognised in profit and loss

                       6 months ended 30/06/2023  Year ended 31/12/2022  6 months ended 30/06/2022
                                              £'000                      £'000                  £'000
 Depreciation expense on right-of-use assets  (194)                      (397)                  (173)
 Finance expense on lease liability           (54)                       (68)                   (33)
 Finance income on rent deposit asset         5                          15                     11
 Net impact of leases on profit or loss       (243)                      (450)                  (195)

 

 The total cash outflow for leases amounted to £217k in the 6 months to 30
 June 2023.

 

 

Net finance expense on leases

 

 

                                         6 months ended 30/06/2023  Year ended 31/12/2022  6 months ended 30/06/2022
                                         £'000                      £'000                  £'000
 Finance expense on lease liability      54                         68                     33
 Finance income on rent deposit asset    (5)                        (15)                   (11)
 Net finance expense relating to leases  49                         53                     22

 

 

The finance income and finance expense arising from the Group's leasing
activities as a lessee have been shown net where applicable

 as is permitted by IAS 32 where criteria for offsetting have been met.

Amounts recognised in profit and loss

 

 

                                              6 months ended 30/06/2023  Year ended 31/12/2022  6 months ended 30/06/2022
                                              £'000                      £'000                  £'000
 Depreciation expense on right-of-use assets  (194)                      (397)                  (173)
 Finance expense on lease liability           (54)                       (68)                   (33)
 Finance income on rent deposit asset         5                          15                     11
 Net impact of leases on profit or loss       (243)                      (450)                  (195)

 

The total cash outflow for leases amounted to £217k in the 6 months to 30
June 2023.

 

 

 

 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

20.   Cash generated from operations

                                                   6 months ended 30/06/2023      Year ended 31/12/2022      6 months ended 30/06/2022

                                                   £'000                          £'000                      £'000

 Profit after tax                                  1,046                          4,684                      699

 Adjustments for:
 Income tax                                        99                             144                        -
 Deferred tax                                      -                              (301)                      -
 Foreign exchange (gains)/losses                   (13)                           116                        -
 Investment revenue                                (169)                          (29)                       (4)
 Amortisation and impairment of intangible assets  288                            499                        264
 Depreciation of property, plant and equipment     384                            761                        363
 Equity settled share-based payment expense        507                            820                        289
 Other (gains)/losses                              (69)                           58                         (4)

 Movement in working capital:

 Increase in trade and other receivables           (1,199)                        (1,594)                    (986)
 Increase in trade and other payables              227                            (1,196)                    461

 Cash generated by operations                      1,101                          3,962                      1,082

 

 

 

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