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Interim Results

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RNS Number : 5072D  Equals Group PLC  10 September 2024

     10 September 2024

 

Equals Group plc

('Equals' or the 'Group')

 

Interim Results

 

'Significant revenue growth, record Adjusted EBITDA and strong balance sheet'

 

Equals (AIM: EQLS), the fintech payments group focused on the Enterprise and
SME marketplaces, announces its interim results for the six months ended 30
June 2024 (the 'period' or 'H1-2024') and an update on trading for 49 trading
days for the period from 1 July 2024 to Friday 6 September 2024 ('Q3-2024').

 

H1-2024: Financial Summary

                                 H1-2024       H1-2023       Change

                                 £ millions    £ millions    % (**)

 Underlying transaction values   9,314         5,964         +56%

 Revenue                         60.0          45.0          +33%

 Gross profit                    34.4          23.6          +46%

 Gross profit %                  57.4%         52.4%

 Adjusted EBITDA*                12.7          9.8           +30%

 Adjusted profit*                9.1           6.9           +32%

 Operating profit                6.6           5.5           +20%

 Adjusted Profit after taxation  7.8           6.2           +26%

 Profit after taxation           5.2           4.8           +8%

 Adjusted EPS (Basic, in pence)  4.18          3.42          +22%

 EPS (Basic, in pence)           2.76          2.64          +5%

 

Notes

* The term 'Adjusted' (including Adjusted EBITDA, Adjusted Profit and Adjusted
EPS) excludes: share option charges, amortisation of acquired intangibles,
items of an exceptional nature and size.  EBITDA is defined as operating
profit before depreciation and amortisation.

**Percentages are calculated based on underlying rather than rounded figures.

 

H1-2024: Financial Highlights

 

 ·         Record transaction values, with revenues up 33% to £60.0 million (H1-2023:
           £45.0 million) including £24.8 million derived from the Solutions platform
           (H1-2023: £13.6 million)
 ·         B2B now represents 87% of total Revenue, up from 83%
 ·         Further improvements to gross profit margin, increasing to 57.4% from 52.4%
 ·         Adjusted EBITDA* increased by 30% to £12.7 million (H1-2023: £9.8 million)
 ·         £1.9 million paid as a final dividend during the period (H1-2023: £ nil)
 ·         £20.5 million Cash at Bank up from £18.7 million at 31 December 2023 despite
           £1.9 million spent on discharging the liabilities relating to the
           acquisitions made in FY-2023
 ·         Basic EPS rising to 2.76 pence from 2.64 pence in H1-2023
 ·         Interim dividend of 1.0 pence (H1-2023: 0.5 pence)

 

H1-2024: Operational and Product Highlights

 

 ·         Completion of automated 'payment sending service' ('PSS') for outbound
           payments
 ·         Equals Money Europe onboarded by tier-1 Banking partner to achieve
           functionality parity with Equals in UK
 ·         Completion of remediation of Equals Money Europe for known pre-acquisition
           regulatory and compliance issues
 ·         FairFX card product migrated to Equals core platform

 

Q3-2024 Trading (1 July 2024 to 6 September 2024)

 

 ·         Year-to-date revenue of £86.9 million, up 38%, from £63.0 million on the
           same period in 2023
 ·         Q3-24 revenue averaging £549k per day against £383k in the same period in
           2023
 ·         Cash at bank, £28.3 million at 6 September 2024

 

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

 

"This has been another strong half for Equals, which continues to process
transactions at record levels with SME clients and larger corporates
recognising the value of our well-invested proposition.  Indeed, our H1 total
transaction values are 120% greater than that of two years ago, and 44%
greater year-on-year, reflecting our sustained investment into product
development and expansion of our addressable market.  The operational
leverage that this scale is providing is evident in our increased gross margin
and the growth of the Group's profitability.

 

"Our strategy to continue growing the total addressable market continues to be
aided by the white labelling of our product suite, meaning clients can operate
as distribution partners for our platform.  Our offering in Europe provides
another growth opportunity that we are capitalising on.  Management's laser
focus on B2B as a route to market is fundamental to the growth of the
business, not just at the top line but also in terms of profitability and cash
generation.  We will continue to invest in our platform and proposition in
line with our objective to further broaden our addressable market.

 

"In the light of our strong performance to date in 2024, I am pleased to
announce an interim dividend of 1 pence."

 

This announcement contains inside information.

 

- Ends -

 

For more information, please contact:

 

 Equals Group plc
 Ian Strafford-Taylor, CEO                            Tel: +44 (0) 20 7778 9308

 Richard Cooper, CFO                                  www.equalsplc.com (http://www.equalsplc.com)

 Canaccord Genuity (Nominated Adviser & Broker)
 Max Hartley / Harry Rees                             Tel: +44 (0) 20 7523 8150

 Burson Buchanan (Financial Communications)
 Henry Harrison-Topham / Steph Whitmore / Toto Berger     Tel: +44 (0) 20 7466 5000

 equals@buchanan.uk.com (mailto:equals@buchanan.uk.com)   www.bursonbuchanan.com (http://www.buchanan.uk.com)

 

Chief Executive Officer's Report

 

The Group continues to be making global money movement simpler and quicker for
business customers via its B2B platforms, Equals Money for SME customers and
Equals Solutions for larger corporates.  In accordance with this, the Board's
objective for 2024 is to build upon the platform created and to increase the
total addressable market ('TAM') for the Equals product offerings, whilst
concurrently continuing to add functionality to the platform.  Equals has
achieved these objectives in H1-2024 by the combination of geographical
expansion, technological enhancements, and improved sales and marketing
supported by further investment.

 

During H1-2024, Equals Money Europe ('EMEU') adopted the features of our UK
offering following the integration with a tier-1 bank enabling our BE-prefixed
IBAN's to offer the same range of currencies.  The enhanced capabilities of
EMEU are expected to drive further growth and expansion of our TAM in H2-2024
and beyond.

 

Increase in TAM via technology has been achieved by enabling customers to
consume all the services of the Equals platform via direct API integrations
which opens up Equals to a wider range of potential customers, particularly
with larger Corporates who require a direct integration into their systems,
often called 'host-to-host'.  The APIs enable customers to either consume our
services directly, or we can white-label the platform so clients can re-sell
it to their own customers, a 'powered by Equals' approach.  To aid the speed
of customer acquisition in this space, Equals has created a dedicated
technical onboarding team of engineers to work with our customers on systems
integration.

 

In essence, Equals has evolved from an initial product suite which was direct
to customer, so B2B and B2C.  The abilities we now have allow us to also
offer B2B2B/C (or B2B2X) which effectively means that other businesses can use
our capabilities to sell to their own customer base.  Effectively, the
customer of Equals becomes a distribution partner for the Equals platform.

 

The advances the Group made in its offering, combined with improved Sales and
Marketing capabilities, meant the Group continued to grow in the first half of
2024, delivering the following strong headline financial performance:

 

·      Transactions executed on the Group's platforms increased by 56%
to £9,314 million (H1-2023: £5,964 million)

·      Revenue increased by 33% to £60.0 million (H1-2023: £45.0
million)

·      Adjusted EBITDA increased by 30% to £12.7 million (H1-2023:
£9.8 million)

 

A detailed financial analysis is presented in the Report of the Chief
Financial Officer which follows this statement.

 

The investments made by the Group over previous years have been instrumental
in driving the current strong performance.  These investments fall into two
major categories, namely internal product development and acquisitions.
 Investment into internal product development remains vital to driving the
business forward and we anticipate keeping our spend in this area at a
consistent level going forwards.

 

Investment into acquisitions has also played a key role in previous years and
the Group is consistently alert to possible transactions.  As we have
demonstrated, all our previous acquisitions have been successfully integrated
and have been accretive, giving further confidence in our ability to perform
further M&A activity as opportunities arise, particularly with our strong
balance sheet.

 

 

The success of the Equals strategy for growth is firstly evident in the volume
of transactions processed over its systems.  The half-yearly trend is
presented below:

 

£ millions

                        H1-2022  H2-2022  H1-2023  H2-2023  H1-2024
 Transaction value      4,163    5,053    5,964    6,448    9,314
 % growth on half year  4%       21%      18%      8%       44%

This consistent growth in transaction volumes translates into half-yearly
revenue growth as shown below.

 

Revenue by six-month period, in £ millions

 

                              H1-2022  H2-2022  H1-2023  H2-2023  H1-2024
 Medium enterprises           10.3     12.1     14.0     15.1     15.0
 Consumer and small business  7.7      9.0      8.5      8.7      9.3
 White-label                  7.2      7.8      8.9      7.8      8.6
 Large enterprises            6.2      9.4      13.6     17.4     24.8
 Europe                       -        -        -        1.7      2.3

 Total                        31.4     38.3     45.0     50.7     60.0

 

Sales & Marketing

 

In H2-2024 the Group continued to evolve the structure of its Sales and
Marketing teams in line with its focus on B2B customers. Optimisation of B2B
customer acquisition requires strong processes for lead generation and
outbound sales augmented by high converting digital assets and cost-effective
digital marketing.

 

Equals has continued to strengthen its sales capability by recruitment of
experienced professionals capable of consultative selling combined with
specific sector expertise.

 

In addition, as Equals increasingly makes strides in the B2B2X space, the
Group has hired a dedicated Head of Sales for this market segment with more
recruitment in progress.

 

Equals continues to utilise 'face-to-face' sales where possible and has
increased its presence at industry trade shows and has salespeople
consistently travelling to meet customers. The direct sales efforts are
augmented by a sales operations team to ensure peak efficiency and conversion.

 

Profitability

 

A 33% increase in revenues, improvement in gross profit margin, tight cost
control in a tough labour market, combined to result in adjusted EBITDA
increasing from £9.8 million in H1-2023 to £12.7 million in H1-2024.  As
CEO, this a performance I am immensely proud of, and is a testament to the
hard work and product delivery of all the employees.

 

As stated in our interim trading statement, overall profitability is helped by
our interest income, which is earned on client safeguarded funds.  Equals
allocates interest income to the product line that generates the balances.
 Whilst Equals does not expect interest rates to revert to near 0% levels,
some retracing of interest rates is likely.  Equals expects to be able to
offset this with continued growth in balances combined with extracting better
rates from our banking partners.

 

We have continued to invest in our growth plans, supported by interest income,
via increased headcount in sales, marketing, compliance and engineering such
that the Group has capacity in place for significant expansion in business
volumes.

 

Dividend

 

Equals became dividend paying in 2023 with a maiden interim dividend of 0.5
pence per share announced on 9 November 2023 followed by a final dividend of 1
pence per share announced on 22 April 2024.  Given consistent growth, as
shown above, and strong cash generation, Equals is pleased to propose an
interim dividend of 1 pence per share and a further announcement will be made
in due course.

 

No Impact of Dividend on Consortium Proposal

 

On 10 July 2024 the Board of Equals announced that it had received an improved
indicative non-binding proposal from the consortium (the 'Consortium')
comprising Embedded Finance Limited and TowerBrook Capital Partners (U.K.) LLP
regarding a possible all-cash offer for the entire issued and to be issued
share capital of Equals at a price of 135 pence per Equals Share (the
'Proposal').  The Consortium was subsequently expanded to include J.C.
Flowers & Co. LLC on 4 September 2024.

 

As disclosed alongside the Proposal, in accordance with Rule 2.5(a) of the
Code, the Consortium has reserved the right to make an offer for Equals on
less favourable terms than those initially set out in the 10 July 2024
announcement (i) with the agreement or consent of the Board of Equals; or (ii)
following the announcement by Equals of a Rule 9 waiver pursuant to the Code;
or (iii) if a third party announces a firm intention to make an offer or a
possible offer for Equals which, at that date, is on less favourable terms
than those contemplated by the Proposal; or (iv) if Equals announces,
declares, makes, or pays any dividend or any other distribution or return of
value to shareholders, by making an equivalent reduction to the Proposal.

 

The Consortium has confirmed that it does not intend to invoke this right in
relation to the interim dividend declared today meaning that, should it
proceed to make a formal offer for Equals, shareholders will be entitled to
receive the interim dividend in addition to any offer consideration payable by
the Consortium should it proceed to make a formal offer for Equals.

 

The proposal for the interim dividend is being made with the consent of the
Consortium.

 

Current trading and outlook

 

The Global macroeconomic environment continues to be challenging but is
showing signs of change, with consensus towards lower interest rates and
falling inflation but concurrently stalling economic growth.  Against this
market backdrop, Equals continues to grow strongly because it has a product
and capability suite that is hard to replicate.

 

In Q3 2024 to date, revenues continued to perform strongly reaching £86.9
million on a year-to-date basis as of Friday, 6 September 2024.  This is 38%
ahead of the same period in 2023 and represents average revenues per working
day over the period from 1 January up to 6 September of £500k compared to
£371k per day in the prior year.

 

As stated, Equals has increased its TAM by adding the capability for customers
to connect via API.  Whilst these customers take longer to on-board, due to
the requirement to connect their systems directly to Equals Core, they are
typically larger in size, and are already contributing to revenue growth.
The current pipeline for new Solutions customers, both via direct login and
API, is strong and with Equals Money Europe now having full-service capability
the Board believes that Equals is well positioned to further increase its
addressable markets and distribution channels to drive growth.

 

Ian Strafford-Taylor

Chief Executive Officer

10 September 2024

 

 

REVIEW OF THE CFO

 

Total revenue in H1-2024 reached £60.0 million, up 33% on H1-2023 (£45.0
million) and up 18.3% on H2-2023 (£50.7 million).

 

Adjusted EBITDA in H1-2024 was £12.7 million, up 30.0% on H1-2023 (£9.8
million) and 15.7% on H2-2023 (£10.8 million).

 

The period under review reflects the acquisition of Oonex on 4 July 2023 and
the disposal of the FX Bureau in March 2023.

 

On a like-for-like basis the key metrics are:

 

 £ millions                                          Revenue      Adjusted EBITDA
 H1-2023 as originally reported                      45.0         9.8
 Less: FX Bureau disposed in March 2023              (0.1)        (0.1)
 Add: Pre-acquisition results from Oonex in H1-2023  1.4          (1.8)
 H1-2023 comparison                                  46.3         7.9

 H1-2024 actuals                                     60.0         12.7

 % change in like for like                           29.6%        60.8%

 

Profit before tax has been impacted by the costs of the Strategic Review which
amounted to £0.6 million in both H1-2024 and in H2-2023.

 

Cashflows have been affected in the period by a number of items, including:

 

·    £1.9 million associated with earn-outs or the discharge of
liabilities acquired through acquisitions;

·    £1.9 million dividend paid;

·    £2.4 million swing in working capital (now reversed); and,

·    £0.6 million in professional fees incurred on the Strategic Review.

 

The Group had £20.5 million of cash at 30 June 2024 and £28.3 million at 6
September 2024.  In terms of our liquidity measures (which include cash
balances with liquidity providers, card intermediaries but less customer
segregated balances) the Group had £20.9 million at 30 June 2024 and £28.4
million at Friday, 6 September 2024.

 

 

Totals may not sum due to rounding. Percentages are calculating on underlying
figures before rounding.  Where costs cannot be accurately attributed to each
segment, they have been allocated on the basis of revenue.

 

Table 1: Income and expense account

 

                                                 H1-2024          H1-2023          H2-2023
                                                 £ millions       £ millions       £ millions
 Trading revenue                                 50.4             40.8             43.7
 Interest revenue                                9.6              4.2              7.0
 Total Revenue (table 3)                         60.0             45.0             50.7

 Gross Profits (table 4)                         34.4             23.6             28.7
 Less: Marketing                                 (2.1)            (1.2)            (1.4)
 Contribution                                    32.4             22.4             27.4

 Net Expenditure (table 5)                       (19.7)           (12.7)           (16.5)

 Adjusted EBITDA                                 12.7             9.8              10.8

 Less:    Share option expense                   (1.1)            (0.7)            (0.7)
 Less:    Acquisition costs                      -                -                (1.4)
 Less:    Exceptional items                      (0.6)            -                (0.7)

 EBITDA                                          11.0             9.1              8.0

 IFRS 16 Depreciation (table 6)                  (0.4)            (0.3)            (0.4)
 Other depreciation (table 6)                    (0.2)            (0.2)            (0.3)
 Amortisation of acquired intangibles (table 7)  (0.8)            (0.7)            (1.0)
 Other amortisation (table 7)                    (2.7)            (2.5)            (2.9)
                                                 (4.1)            (3.7)            (4.6)
 Contingent consideration credit                 -                0.2              0.3
 Gain on disposal of Travel Cash CGU                              0.4              -
                                                 (4.1)            (3.1)            (4.3)

 EBIT                                            6.9              5.9              3.8
 Lease interest                                  (0.1)            (0.1)            (0.1)
 Foreign exchange differences                    (0.3)            -                (0.3)
 Contingent consideration finance charges        -                -                (0.1)
                                                 (0.4)            (0.1)            (0.5)

 PROFIT BEFORE TAXATION                          6.5              5.8              3.3
 Corporate and deferred taxation                 (1.3)            (1.0)            (0.4)
 PROFIT FOR THE PERIOD                           5.2              4.8              2.9

 

 

 

Table 2: EBITDA bridge from previous half-year (H2-2023)

 

                                                                                            £ millions
             H2-2023 Adjusted EBITDA                                                        10.8

             Higher interest earnings                                                       2.8

             Higher trading gross profits from increased revenues                           2.9

 Offset by:  Higher marketing, including events and sponsorships                            (0.7)

             Higher headcount, and staff costs including increases in EMEU                  (2.0)

             Higher IT costs arising from higher transaction volumes                        (0.8)

             Higher compliance costs arising from increased monitoring of transactions and  (0.6)
             more clients being onboarded

             Reduction in other expenditure through robust cost control                     0.3

             H1-2024 Adjusted EBITDA                                                        12.7

 

Table 3: Revenue analysis

 

The table below shows the revenue for the last five periods of six months,
split by customer grouping and within than the type of business provided.

 

By segment, including interest allocated to segments

 

 £ millions                       H1-2022  H2-2022  H1-2023  H2-2023  H1-2024
    International Payments        6.9      8.0      9.2      9.7      10.3
    Cards                         3.4      4.1      4.8      5.4      4.7
 Medium enterprises               10.3     12.1     14.0     15.1     15.0

    International Payments        2.1      2.4      1.9      1.9      2.6
    Cards                         2.3      2.8      2.4      2.6      2.7
    Banking                       2.8      3.3      4.1      4.2      4.0
 Consumer and small business      7.2      8.5      8.4      8.7      9.3

 White-label                      7.2      7.8      8.9      7.8      8.6

 White-Label
 Large enterprises ('Solutions')  6.2      9.4      13.6     17.4     24.8
 Europe                           -        -        -        1.7      2.3
 Bureau de change                 0.5      0.5      0.1      -        -
 Total                            31.4     38.3     45.0     50.7     60.0

 

 By income type

 FX                      21.4  23.5  24.7  22.4  25.2
 Fees                    9.9   13.9  16.1  21.3  25.2
 Total, trading revenue  31.3  37.4  40.8  43.7  50.4
 Interest                0.1   0.9   4.2   7.0   9.6
 Total                   31.4  38.3  45.0  50.7  60.0

 

Trading revenue, excluding interest

 

Trading revenue increased 15% to £50.4 million from H2-2023 (£43.7 million)
and by 23.5% from H1-2023.

 

Interest

 

Interest income on safeguarded customer funds rose to £9.6 million, up from
£7.0 million in H2-2023 and £4.2million in H1-2023.

 

Interest is earned on balances maintained in GBP, EUR and USD.  Interest
earning balances have risen sharply from an average of £313 million in
H1-2023 to £350 million in H2-2023, £438 million in Q1-2024 and £533
million in Q2-2024.

 

Interest earning balances in Tier-1 banks in July 2024 closed at £620 million
earning an aggregate of 3.76%.  The approximate mix of balances by currency
is: USD 48%, EUR 27%. GBP 25%.  Thus the impact of the growth of balances,
more than offsets the recent reduction in UK interest rates announced by the
Bank of England on 1 August 2024.

 

The Group dynamically manages balances and interest rates, having positively
renegotiated across the three Tier-1 banks used.  A new Tier-1 bank has been
recently onboarded with highly competitive rates.

 

Interest is a key component of pricing across all product segments by
dominated by Solutions.  Thus, revenue by segment is shown gross of interest.

 

Revenue by distribution channel

 

The Group has two distribution channels: direct, or via affiliates.  The
Group has been building up its direct sales team which naturally increases
staff costs, but, produces a higher gross margin as there is less 'pay-away'
to affiliates and staff commissions can be controlled better.

 

Revenue from direct channels is around 48% of the total, marginally up on
H1-2023 (47%).

 

Revenue by customer type

 

The Group has been pivoting away from its B2C origins for some time, disposing
of the FX Bureau in March 2023 and having little focus on marketing to B2C
customers in cards ('FairFX') and in Banking ('CardOneMoney').

 

The percentage of revenue from B2B has increased from 75.5% in H1-2022 to
82.8% in H1-2023 and now to 87.1% in H1-2024.

 

Revenue by type

 

As the Group develops, it has not only pivoted away from B2C but also focused
towards more recurring revenue.  Of the trading revenue, fees now represents
50% as compared to 39% in H1-2023 and 32% in H1-2022.

 

 

Revenue by segment

 

a.   Solutions

 

Solutions now represents over 41% of Group revenues.

 

The investment in technology, systems and compliance processes to enable the
Solutions product to be sold to international customers with complex payment
needs evolved several years ago and enabled a launch in H1-2021. Since then,
revenues have grown thus:

 

          £ millions
 H1-2021  0.3
 H2-2021  3.3
 H1-2022  6.2
 H2-2022  9.4
 H1-2023  13.6
 H2-2023  17.4
 H1-2024  24.8

 

There remains a strong pipeline for new Solutions customers despite the
compliance complexities often involved in onboarding these customers.  The
Group has also seen significant transactional growth from existing customers
as Equals becomes more embedded in their own architecture.

 

b.   International Payments

 

Revenue increased by 17% from £11.1 million in H1-2023 to £13.0 million in
H1-2024 against strong economic headwinds. Revenue from higher-value forward
transactions fell marginally, but overall the number of transactions rose by
11.5%.

 

Again, there remains a strong pipeline of customers and active customers
increased by 20% during the period.

 

c.   White-label

 

White-label has grown alongside the rigorous onboard and transaction
monitoring process.  The reported figures do not however tell the whole story
as the Group has one, very low margin client historically focused on EU
real-estate transactions who have seen their own revenue stagnate and fall,
and this was particularly evident in H2-2023, whilst other customers (over 120
and growing) have performed much better.

 

Overall, White-label grew to £8.6 million, up 10.3% over H2-2023 and the
Group has 126 white-label customers representing close to 4,000 end customers.

 

d.   Cards

 

Both the B2B 'Spend' card and the B2C 'FairFx' card run on the same technology
platform and benefit from the same associations with Mastercard, Marqueta and
Valitor.

 

Revenues have declined slightly, some of this is attributable to the hangover
of the USA actor strikes, which caused less usage of the product on film
productions, which is a core industry for this product.  Having said that,
July 2024 saw a record month for card income, reaching £1.3 million in the
month alone.

 

 

e.   Banking

 

The 'CardOneMoney' platform also serves both B2B and B2C, but is a non-core
product and receives minimal marketing investment.  Its revenue remains
relatively static at £4.0 million in H1-2024 (H1-2023: £4.1 million).

 

            f.    Europe

 

Oonex SA (now renamed Equals Money Europe SA ("EMEU")) was acquired on 4 July
2023.  It has a card business and a 'solutions' style business.  Revenues in
the half-year before acquisition were £1.4 million, in H2-2023 they grew
21.4% to £1.7 million.

 

H1-2024 revenue amounted to £2.3 million, an increase of 32% and, when
compared to H1-2023 (pre-acquisition), it grew by 64.3%.

 

In early July 2024, external accountants had been able to report to the Board
that EMEU was fully remediated.  This opens the door to offering more
product, particularly FX and Solutions into the EU.

 

GROSS PROFITS

 

Whilst revenues have grown by 33% over the same period last year, Gross
Profits increased by 46%.  The is a result of the impact of interest income
(which has no associated cost), and the changing mix of business including a
greater percentage being derived from direct sales as opposed to affiliates.

 

Gross profit ratios over the last five six-month periods are shown below:

 

Table 4 - Gross profit margin %

 

                                H1-2022  H2-2022  H1-2023  H2-2023  H1-2024
    International Payments      59%      51%      57%      58%      62%
    Cards                       59%      66%      65%      67%      66%
 Medium enterprises             58%      56%      59%      61%      63%

    International Payments      71%      71%      68%      68%      68%
    Cards                       61%      64%      58%      61%      63%
    Banking                     75%      79%      85%      84%      83%
 Consumer, and small business   69%      72%      74%      74%      75%

 White-label                    11%      13%      19%      21%      14%
 Large enterprises (Solutions)  47%      50%      54%      60%      67%
 Cash (affiliate from H2-2023)  48%      42%      31%      87%      60%
 Europe                         -        -        -        56%      57%

 Total                          47%      49%      52%      56%      57%

 

MARKETING

 

The Group has increased its marketing spend, most notably by taking exhibition
stands at industry groups such as 'Money 20/20' and some regional
sponsorships, along with greater investment in SEO.  All taken together, the
Group has seen significant potential customer engagement and is closely
monitoring ROI from these initiatives.

 

EXPENDITURE

 

In H1-2024 gross costs, including those of EMEU rose to £24 million from
£22.6 million, and increase of 6%. The amount of expenditure added-back to
Adjusted EBITDA was £4.3 million against £6.1 million in H2-2023.

 

The gross costs were offset as follows:

 

Table 5: detail of expenditure

 £ millions                                           H1-2023  H2-2023  H1-2024
 Gross costs                                          15.7     22.6     24.0
 Less:

 -     software capitalised (staff costs)             (2.4)    (3.2)    (3.0)
 -     Other IT costs capitalised                     (0.3)    (0.3)    (0.3)
 -     IFRS 16 adjustments                            (0.3)    (0.4)    (0.4)
 -     Acquisition cost                               -        (1.4)    -
 -     Exceptional item - strategic review            -        (0.6)    (0.6)
 -     Exceptional item - reserves restructuring      -        (0.1)    -
 Total of costs above adjusted EBITDA                 12.7     16.5     19.7
 Of which…
 -     EMEU (formerly Oonex)                          -        1.3      2.1*
 -     All other                                      12.7     15.2     17.6
                                                      12.7     16.5     19.7

 

The split of these costs is as below:

 

 £ millions                            H1-2023  H2-2023  H1-2024  Memo - EMEU
 Staff costs                           9.2      11.1     13.2     1.5
 IT & telephone                        1.4      1.8      2.6      0.3
 Compliance expenditure                0.6      1.0      1.5      0.1
 Other professional fees               0.7      1.5      1.2      0.1
 Property and similar                  0.5      0.7      0.8      0.1
 Travel and similar                    0.3      0.4      0.4      0.0
 Total of costs above adjusted EBITDA  12.7     16.5     19.7     2.1*

 Headcount (including contractors)
 -     Average headcount               333      403      428      33
 -     Period end headcount            349      421      426      35

 

Staff costs have increased with both headcount, upskilling and inflationary
wage pressures, along with the acquisition of staff in Oonex (28 originally,
and now 35).

 

IT & telephone has increased, not just with the take-on of Oonex, but also
ever more hosting charges for the technology stack and transaction volumes
being handled by the Group.

 

Compliance expenditure represents both a very significant increase in the
tools to monitor transactions and onboarding, along with specific professional
advice relating to changing FCA rules and overseas regulators.  The cost is
expected to fall in H2-2024.

 

Other professional fees remained relatively static but impacted by external
inflationary pressures.

 

Property includes the serviced offices in EU along with both London and
Chester.  The Group has no owned premises.

EXCEPTIONAL ITEMS

 

Strategic review

 

The costs of the Strategic Review were:

·    H2-2023: £0.7 million

·    H1-2024: £0.6 million

 

Restructuring of reserves

 

The Group embarked on a restructuring of its reserves in 2023 in order to
create distributable reserves and hence the commencement of payment of
ordinary dividends.  This required Court consent, which successfully
concluded in Q4-2023 leading to the payment of 0.5 pence per share dividend in
that period, and a further 1.0 pence per share in June 2024.

 

DEPRECIATION

 

Tangible fixed assets are depreciated over the anticipated useful life with a
maximum of 60 months (other than leasehold improvements which is a maximum of
120 months).

 

Table 6: elements of depreciation charge

                       H1-2024      H1-2023
                       £'000s       £'000s
 IFRS 16 depreciation  355          332
 Other depreciation    200          193
                       555          525

 

AMORTISATION

 

Intangible assets acquired on acquisition are amortised over their estimated
useful lives, with a maximum of 60 months for brands and a maximum of 108
months for customer relationships.  The charge to amortisation for the year
can be analysed as follows:

 

 

Table 7: Components of amortisation charge

 

                                                                              H1-2024       H1-2023

                                                                              £'000s        £'000s
 Amortisation charge arising from the capitalisation of internally developed
 software in the following years:

 2018 and earlier                                                             130           272
 2019                                                                         470           831
 2020                                                                         447           447
 2021                                                                         333           288
 2022                                                                         451           377
 2023                                                                         520           123
                                                                              2,351         2,338
 Current year, H1-2024                                                        173           -
                                                                              2,524         2,338
 Amortisation charge for other intangibles                                    197           141
                                                                              2,721         2,479
 Amortisation of acquired intangibles                                         798           686
 Total amortisation charge                                                    3,519         3,165

 

OPERATING PROFIT

 

The Group made a profit before taxation of £6.5 million in H1-2024, compared
to £5.8 million in H1-2023.

 

TAXATION, INCLUDING R&D CREDITS

 

The Group has recognised a net tax charge of £1,296k (H1-2023: £1,031k).

 

At 31 December 2023 the Group had usable tax losses of £12.4 million.  The
White-label business, Equals Connect Ltd, is profitable and tax paying, as
until 3 October 2022 its profits could not be offset against other group
company losses.  At 30 June 2024 it is estimated that the Group has usable
tax losses of £9.1 million.

 

The Financial statements for the full year of 2024 will be prepared under the
'RDEC' scheme as Equals will have exceeded the SME scheme limits on revenue
and gross assets.

 

Under the RDEC scheme, the accounting treatment recognises the credit as an
'above the line' adjustment.

 

This allows 20% of eligible R&D expenditure (staff and IT costs) to be
credited to the P&L as either other income or netted off against R&D
costs, such as staff costs on the income statement.  This credit is subject
to corporation tax, resulting in an effective tax rate of 15%, compared to
21.5% under the SME scheme.

 

The value of the scheme is accounted for in the P&L over five accounting
years, as opposed to one year under the SME scheme, so the impact of the RDEC
scheme appears marginally dilutive.  The tables below show the impact on the
financial statements.

 

 

Table 8: Impact of RDEC scheme

 

 £ millions                            H1-2024  H1-2023  FY-2023

 Adjusted EBITDA as currently stated   12.7     9.8      20.6
 Impact of RDEC (if applied)           0.1      0.1      0.2
 Revised EBITDA                        12.8     9.9      20.8

 Taxation charge as currently stated   1.3      1        1.4
 Impact of RDEC (if applied)           0.6      0.6      1.3
 Revised taxation charge               1.9      1.6      2.7

 Profit after tax as currently stated  5.2      4.8      7.7
 Impact of RDEC (if applied)           (0.5)    (0.5)    (1.1)
 Revised profit after tax              4.7      4.3      6.6

 Currently stated EPS:                 H1-2024  H1-2023  FY-2023
 Basic                                 2.76p    2.64p    4.22p
 Diluted                               2.60p    2.52p    4.00p
 Adjusted Basic                        4.18p    3.42p    7.16p
 Adjusted Diluted                      3.93p    3.27p    6.79p

 Revised EPS:
 Basic                                 2.51p    2.37p    3.59p
 Diluted                               2.36p    2.27p    3.41p
 Adjusted Basic                        3.89p    3.14p    6.54p
 Adjusted Diluted                      3.67p    3.01p    6.20p

 

 

 

Table 9: Balance Sheet

 

This table shows a compressed 'balance sheet' for the Group.  This splits-out
(from the statutory disclosure) certain current assets arising from the
acquisitions being made.

 

                                                                                30.06.2024      30.06.2023      31.12.2023
                                                                                £'000s          £'000s          £'000s

 Internally generated software - cost                                           35,428          28,723          32,207
 Internally generated software - accumulated amortisation                       (20,931)        (15,749)        (18,407)
                                                                                14,497          12,974          13,800
 Other non-current assets (other than 'right to use')                           32,117          22,965          32,949
 IFRS 16 assets, less IFRS 16 liabilities                                       (554)           (635)           (599)
                                                                                46,060          35,304          46,150

 Liquidity (per Table 12)                                                       20,907          16,621          17,803
 Accrued Income and Trade Debtors                                               7,649           5,577           6,503
 Accrued Safeguarded Funding Receivable                                         1,129           -               -
 Prepaid advances to Oonex                                                      -               1,248           -
 Net value of forward contracts                                                 702             827             358
 Prepayments                                                                    2,026           1,627           1,789
 Deferred consideration receivable from the sale of the FX Bureau (received in  100             100             100
 July 2024)
 Inventory of card stock                                                        408             237             372
 Other Sundry Debtors                                                           521             164             196
 Current assets as presented in this format                                     33,442          26,401          27,121
 Less:
 Accounts payable                                                               (2,454)         (2,617)         (2,831)
 Affiliate commissions                                                          (3,031)         (3,061)         (3,135)
 PAYE and Vat                                                                   (1,106)         (849)           (1,023)
 Staff commissions and accrued bonuses                                          (1,869)         (1,436)         (2,391)
 Card Settlement Trade Liabilities                                              (4,193)         -               -
 Purchase accruals and other creditors                                          (3,039)         (2,050)         (3,700)
 Accrued acquired liabilities for Oonex S.A.                                    (627)           -               (1,519)
 Earn-out balances due*                                                         (749)           (4,605)         (1,777)
 Net corporation and deferred tax                                               (412)           986             849
 Liabilities as presented in this format                                        (17,480)        (13,632)        (15,527)

 Net, as presented in this format                                               15,962          12,769          11,594

 NET SHAREHOLDER FUNDS                                                          62,022          48,073          57,744

At 30 June 2024, the Company has distributable reserves of £20,671k. This is
equivalent to £0.11 per share.

 

*The June 2024 earn-out balances not paid are attributable to Hamer &
Hamer and the balance remaining could be payable over 2 years from and
including April 2025.

 

 

 

ACQUISITIONS

 

The Group made a series of acquisitions in 2023, but none in 2024. The table
below shows the impact of these acquisitions:

 

Table 10: Acquisitions

                                                     Total    Roqqett     Hamer & Hamer*      Oonex S.A.
 Acquisition date                                             06.01.2023  20.04.2023          04.07.2023

                                                     £'000s   £'000s      £'000s              £'000s

 Cash paid at acquisition                            1,669    169         1,500               -
 Cash paid at acquisition for acquired liabilities   2,461    -           -                   2,461
 Cash paid post-acquisition                          835      715         -                   120
 Total cash paid for acquisitions                    4,965    884         1,500               2,581

 Shares issued at acquisition                        3,190    -           -                   3,190
 Shares issued post-acquisition                      500      500         -                   -
 Total shares issued paid for acquisitions           3,690    500         -                   3,190

 Total cash paid and shares issued for acquisitions  8,655    1,384       1,500               5,771

 Fair Value on shares issued                         694      -           -                   694
 Performance assessed consideration thereon          85       35          -                   50
 Capitalised incidental expenses                     131      131         -                   -
 Acquired liabilities payable in cash                1,524    -           -                   1,524
 Deferred consideration payable in cash*             768      -           768                 -
 Deferred consideration payable in shares            810      -           -                   810
 Total consideration transferred                     12,667   1,550       2,268               8,849

 Fair Value thereon                                  2,413    664         (30)                1,779
 Deferred tax thereon                                978      -           369                 609
 Total acquired                                      16,058   2,214       2,607               11,237

 Goodwill                                            9,930    -           1,129               8,801
 Other intangible assets:
      Open Banking Technology                        2,214    2,214       -                   -
      Customer Relationships                         3,914    -           1,478               2,436
 Total intangibles acquired                          16,058   2,214       2,607               11,237

 

By period recognised:

                             Total    H1-2023  H2-2023
                             £'000s   £'000s   £'000s
 Roqqett                     2,214    2,214    -
 Hamer & Hamer               2,607    2,607    -
 Oonex S.A.                  11,237   -        11,237
 Total intangibles acquired  16,058   4,821    11,237

 

* the remaining earn-out balance payable relates to Hamer & Hamer and are
paid on the 1(st), 2(nd) and 3(rd) anniversaries of the acquisition if targets
are met.  The maximum earn out is £1.7 million over the three-year period.
 The 1(st) anniversary earn out was paid in May 2024.

 

 

SHARE CAPITAL AND SHARE OPTIONS

 

Share Capital

The number of shares in issue at 1 January 2024 was 186,627,898.  This
increased in the year through the issue of 1,000,000 shares in relation to the
final tranche of the acquisition of Equals Money Europe SA (previously Oonex
SA), so the number of shares outstanding at 30 June 2024 and at the date of
this report is 187,627,898.

 

In July 2024, 904,800 share options were exercised by a former employee of the
Group, so at the date of reporting, 10 September 2024 the issued share capital
was 188,532,698.

 

Share options

At 1 January 2024, the Company had 16,390,301 options outstanding.  35,712
have lapsed during 2024 due to employees leaving the Group.  After 30 June
2024 but before the date of this announcement, 904,800 shares have been
exercised and a further 100,000 share options lapsed, thus, at the date of
signing of these financial statements, there were 15,349,789 options,
representing 8.14% of the issued share capital and 7.53% of the fully enlarged
share capital.

 

The cost of external advice for these schemes amounted to £9k in the period
(H1-2023: £15k).

 

EARNINGS PER SHARE

 

Earnings per share are reported/calculated in accordance with IAS 33.  For
non-diluted, the result after tax is divided by the average number of shares
in issue in the year.  The average number of shares in the period was
187,496,030 (H1-2023: 181,533,904).

 

The calculation of diluted EPS is based on the result after tax divided by the
number of actual shares in issue (above) plus the number of options where the
fair value exceeds the weighted average share price in the year.  The fair
value of options is measured using Black-Scholes and Monte-Carlo.  It should
be noted that in accordance with Accounting Standards, this calculation is
based on fair value, not the difference between the market price at the end of
the year or the weighted average price and the exercise price.  The weighted
average price was 118 pence (H1-2023: 91 pence), the number of options
exceeding the fair value was 11,546,758 (H1-2023: 8,089,807).

 

The basic and diluted EPS are shown below:

                              Basic    Basic    Diluted  Diluted
                              H1-2024  H1-2023  H1-2024  H1-2023
 Profit per share (in pence)  2.76     2.64     2.60     2.52

 

Adjusted earnings and adjusted EPS

 

The Group provides the following on EPS adjustments:

                                                         H1-2024      H1-2023
                                                         £'000s       £'000s
 P&L YTD Attributable to owners of Equals Group PLC      5,184        4,788
 Add back:
 -       Share option charges                            1,066        741
 -       Amortisation of acquired intangibles            798          686
 -       Exceptional items*                              625          -
 -       Tax impacts thereon*                            155          -
 Adjusted earnings                                       7,828        6,215

The resulting earnings per share are shown below:

                                       Basic    Basic    Diluted  Diluted

                                       H1-2024  H1-2023  H1-2024  H1-2023
 Adjusted profit per share (in pence)  4.18     3.42     3.93     3.27

 

CASHFLOWS AND LIQUIDITY

The movement in the cash position is shown in the table below, splitting out
trading from M&A activities:

 

 Table 11: Cashflows                                     H1-2024       H1-2023           H2-2023

                                                         £'000s        £'000s            £'000s

 Adjusted EBITDA                                         12,661        9,825             10,812

 Lease payments (principal and interest)                 (468)         (488)             (441)
 R&D tax credits received via Roqqett acquisition        -                   232         -
 Exceptional items                                       (625)         -                 (714)
 Internally developed software capitalised for R&D:
 - Staff                                                 (2,959)       (2,449)           (3,204)
 - IT Costs                                              (262)         (273)             (280)
 Purchase of other intangible assets less disposals      (242)         (284)             (128)
 Purchase of other non-current assets                    (121)         (252)             (226)
                                                         7,984         6,311             5,819
 Movement in working capital                             (2,389)       (1,063)           36
 'Operational Cash inflows'                              5,595         5,248             5,855

 Acquisition costs expensed through income statement     -             -                 (1,377)
 Net acquired consideration                              -             (2,746)           (1,719)
 Acquired Liabilities associated with acquisition        (879)         -                 -
 Earn-outs                                               (1,028)       -                 (1,092)
 Net cash proceeds in Disposal of CGU                    -             280               -
 M&A outflows                                            (1,907)       (2,466)           (4,188)

 Funds from exercise of share options                    -             97                -
 Dividend payments                                       (1,876)       -                 (928)

 NET CASHFLOWS                                           1,812         2,879             739

 Opening balance                                         18,662        15,044            17,923

 Closing Balance                                         20,474        17,923            18,662

 Cash per share                                          10.9p         9.9p              10.2p

 

Working capital movements commonly comprise:

 

·     Timing differences between accrued and paid affiliate commissions;

·     Timing differences between accrued and paid performance related
pay;

·     Timing difference between accrued expenses and the settlement of
subsequent invoices;

·     Profit transfers from the Client ledgers; and,

·     Margin calls (or releases) from liquidity providers.

 

The Group enhances its reputation by aiming to pay all suppliers on the
invoice due date.

 

 Table 12: Liquidity                            H1-2024      H1-2023
                                                £'000s       £'000s
 Cash at bank                                   20,474       17,923
 Balances with liquidity providers              2,503        2,863
 Pre-funded balances with card provider         1,370        759
 Gross liquid resources                         24,347       21,545

 Customer balances not subject to safeguarding  (3,440)      (4,924)

 Net position                                   20,907       16,621

 

The Group has its principal banking and deposit arrangements with Barclays,
NatWest, Citibank and Blackrock.  As a member of RTGS, the Group also holds
interest-earning balances with the Bank of England.

 

 

Richard Cooper

Chief Financial Officer

10 September 2024

 

 

 

INTERIM CONSOLIDATED statement OF COMPREHENSIVE INCOME

FOR THE six-month period ENDED 30 june 2024

 

                                                                          Period end         Period end       Year end 31

                                                                          30 June 2024       30 June 2023     December

                                                                          Unaudited          Unaudited        2023

                                                                                                              Audited
                                                                    Note  £000               £000             £000

 Revenue on currency transactions                                         53,625             40,983           85,614
 Banking revenue                                                          4,026              4,045            8,350
 Europe revenue                                                           2,299              -                1,747
 Revenue                                                            2     59,950             45,028           95,711
 Direct costs                                                       2     (25,503)           (21,425)         (43,385)
 Gross profit                                                             34,447             23,603           52,326

 Administrative expenses                                            3     (23,806)           (14,395)         (33,739)
 Depreciation                                                             (555)              (525)            (1,228)
 Amortisation charge                                                      (3,519)            (3,165)          (7,048)
 Acquisition costs                                                        -                  -                (1,377)
 Total operating expenses                                                 (27,880)           (18,085)         (43,392)

 Operating profit                                                         6,567              5,518            8,934

 Other income and expenses:
 Gain on the sale of the Cash CGU                                         -                  380              380
 Finance costs                                                      7     (87)               (79)             (166)
 Profit before tax                                                        6,480              5,819            9,148

 Tax charge                                                         4     (1,296)            (1,031)          (1,402)
 Profit after tax                                                         5,184              4,788            7,746

 Other comprehensive income:
 Exchange differences arising on translation of foreign operations        -                  -                6
 Total comprehensive income                                               5,184              4,788            7,752

 Profit per share
 Basic                                                                    2.76p              2.64p            4.22p
 Diluted                                                                  2.60p              2.52p            4.00p

 

All income and expenses arise from continuing operations.

 

 

 

INTERIM CONSOLIDATED statement OF FINANCIAL POSITION

FOR THE six-month period ENDED 30 june 2024

                                              As at 30 June 2024      As at 30 June 2023      As at 31 December 2023
                                              Unaudited               Unaudited               Audited
                                        Note  £000                    £000                    £000
 ASSETS
 Non-current assets
 Property, plant and equipment                1,040                   1,215                   1,120
 Right of use assets                          2,672                   3,171                   2,881
 Intangible assets and goodwill               45,575                  34,724                  45,629
 Deferred tax assets                          312                     1,171                   956
                                              49,599                  40,281                  50,586
 Current assets
 Inventories                                  408                     237                     372
 Trade and other receivables                  16,149                  13,413                  13,431
 Derivative financial assets                  3,976                   5,616                   4,760
 Cash and cash equivalents                    20,474                  17,923                  18,662
                                              41,007                  37,189                  37,225
 TOTAL ASSETS                                 90,606                  77,470                  87,811

 EQUITY AND LIABILITIES
 Equity attributable to equity holders
 Share capital                          6     1,876                   1,818                   1,866
 Share premium                          6     28,498                  53,498                  28,498
 Share based payment reserve                  6,534                   4,143                   5,564
 Other reserves                               13,546                  8,609                   13,556
 Retained earnings / (deficit)                11,568                  (19,995)                8,260
                                              62,022                  48,073                  57,744

 Non-current liabilities
 Right of use (lease) liabilities             2,474                   3,063                   2,730
                                              2,474                   3,063                   2,730

 Current liabilities
 Trade and other payables                     21,359                  20,617                  22,079
 Current tax liabilities                      724                     185                     106
 Right of use (lease) liabilities             753                     743                     750
 Derivative financial liabilities             3,274                   4,789                   4,402
                                              26,110                  26,334                  27,337
 TOTAL EQUITY AND LIABILITIES                 90,606                  77,470                  87,811

 

 

 

INTERIM CONSOLIDATEd STATEMENT OF changes in equity

For the SIX-MONTH period ended 30 june 2024

 

 Group                                                                        Share capital  Share premium  Share based payment  Retained earnings / (deficit)  Other reserves  Total

                                                                                                                                                                                equity
                                                                              £000           £000           £000                 £000                           £000            £000

 At 1 January 2023                                                            1,807          53,405         3,231                (24,148)                       8,609           42,904

 Profit for the period and total comprehensive income                         -              -              -                    4,788                          -               4,788
 Purchase of Roqqett reserves                                                 -              -              -                    (666)                          -               (666)
 Purchase of Hamer & Hamer reserves                                           -              -              -                    31                             -               31
 Share based payment charge                                                   -              -              726                  -                              -               726
 New shares issued                                                            11             93             -                    -                              -               104
 Movement in deferred tax on share-based payment charge                       -              -              186                  -                              -               186

 At 30 June 2023                                                              1,818          53,498         4,143                (19,995)                       8,609           48,073

 Profit for the period                                                        -              -              -                    2,958                          -               2,958
 Other comprehensive income - exchange differences arising on translation of  -              -              -                    -                              6               6
 foreign operations
 Purchase of acquisition reserves correction                                  -              -              -                    635                            -               635
 Share based payment charge                                                   -              -              693                  -                              -               693
 Share options exercised in year                                              3              -              (333)                333                            -               3
 New shares issued                                                            39             -              -                    -                              -               39
 Shares issued in relation to Roqqett acquisition                             6              -              -                    -                              494             500
 Dividends paid in year                                                       -              -              -                    (928)                          -               (928)
 Share premium reduction scheme                                               -              (25,000)       -                    25,000                         -               -
 Shares issued in relation to Oonex acquisition                               -              -              -                    -                              3,844           3,844
 Shares yet to be issued in relation to Oonex acquisition                     -              -              -                    -                              860             860
 Oonex deferred shares - non-payable                                          -              -              -                    50                             (50)            -
 Transfer of Q-Money contingent liability                                     -              -              -                    207                            (207)           -
 Movement in deferred tax on share-based payment charge                       -              -              1,061                -                              -               1,061

 At 31 December 2023                                                          1,866          28,498         5,564                8,260                          13,556          57,744

 Profit for the period                                                        -              -              -                    5,184                          -               5,184
 Share based payment charge                                                   -              -              1,057                -                              -               1,057
 Movement in deferred tax on share-based payment charge                       -              -              (87)                 -                              -               (87)
 Dividends paid                                                               -              -              -                    (1,876)                        -               (1,876)
 Oonex deferred consideration                                                 10             -              -                    -                              (10)            -
 At 30 June 2024                                                              1,876          28,498         6,534                11,568                         13,546          62,022

 

 Other reserves comprise:
 Merger reserve                    Arising on reverse acquisition from Group reorganisation.
 Contingent consideration reserve  Arising on equity based contingent consideration on acquisition of

                                 subsidiaries.
 Foreign currency reserve

                                   Arising on translation of foreign operations

INTERIM Consolidated statement of cash flows

FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2024

                                                                                   Six month period ended      Six month period ended      Six month period ended

                                                                                   30 June 2024                30 June 2023                31 December 2023

                                                                                   Unaudited                   Unaudited                   Audited
                                                                                   £000                        £000                        £000
                         Operating Activities
                         Profit for the period                                     6,480                       5,819                       3,329
                         Adjustments for:
                         Depreciation                                              555                         525                         703
                         Amortisation                                              3,519                       3,165                       3,883
                         Share based payment charge                                1,057                       726                         693
                         Increase in trade and other receivables                   (3,103)                     (3,431)                     (2,985)
                         Decrease in trade and other payables                      (355)                       (69)                        (317)
   Decrease in derivative financial assets                                         784                         -                           856
                         Decrease in derivative financial liabilities              (1,128)                     -                           (387)
                         (Increase) / decrease in inventories                      (36)                        55                          (135)
                         Finance costs                                             87                          79                          88
                         Net cash inflow                                           7,860                       6,869                       5,728

                         Tax receipts                                              -                           -                           232
                         Tax paid                                                  (120)                       (192)                       (153)
                         Net cash inflow from operating activities                 7,740                       6,677                       5,807

                         Cash flows from investing activities
                         Acquisition of property, plant and equipment              (121)                       (401)                       (78)
                         Acquisition of intangibles                                (3,463)                     (3,005)                     (3,613)
                         Net cash used in investing activities                     (3,584)                     (3,406)                     (3,691)

                         Cash flows from financing activities
                         Principal elements of lease payments                      (394)                       (415)                       (371)
                         Interest paid on finance lease                            (74)                        (73)                        (82)
                         Interest paid                                             -                           (8)                         8
                         Dividends paid                                            (1,876)                     -                           (928)
                         Proceeds from issuance of ordinary shares                 -                           104                         (4)
                         Net cash used in financing activities                     (2,344)                     (392)                       (1,377)

                         Net increase in cash and cash equivalents                 1,812                       2,879                       739
                         Cash and cash equivalents at the beginning of the period  18,662                      15,044                      17,923
                         Cash and cash equivalents at end of the period            20,474                      17,923                      18,662

 

 

 

CONSOLIDATED NOTES TO THE INTERIM FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2024

 

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 UK-adopted
International Accounting Standards in conformity with the requirements of the
Companies Act 2006.  The financial statements are presented in sterling, the
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 preparation
and accounting policies set out in the accounts of the Group for the period
ended 31 December 2023.  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 2023 Annual
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.

 

a)  Critical judgements and estimates

IFRS requires management to make estimates, judgements and assumptions that
affect the application of the Group's accounting policies and the reported
amounts of assets, liabilities, income and expenses.  These estimates are
based on the Directors best knowledge and past experience.  The existing
critical judgements and estimates set out in note 3.25 of the Group's annual
report for the year ended 31 December 2023 have been reviewed in preparing
these Interim consolidated financial statements and the Directors believe they
remain relevant.

 

b)  Going concern

The Board continues to closely monitor its performance and considers a range
of risks that could affect the future performance and position of the Group.
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

 

Based on previously identified cash generating units, the segmental results
were as follows:

 

 Unaudited                    International Payments  Solutions  Currency  Travel Cash  Banking  Europe   Central   Total

                                                                 Cards
 6 months ended 30 June 2024  £000                    £000       £000      £000         £000     £000     £000      £000

 Segment revenue              21,422                  24,765     7,433     5            4,026    2,299    -         59,950
 Direct costs                 (11,564)                (9,652)    (2,632)   (2)          (746)    (907)    -         (25,503)
 Gross profit                 9,858                   15,113     4,801     3            3,280    1,392    -         34,447
 Administrative expenses      -                       -          -         -            -        -        (23,806)  (23,806)
 Depreciation                 -                       -          -         -            -        -        (555)     (555)
 Amortisation                 -                       -          -         -            -        -        (3,519)   (3,519)
 Finance costs                -                       -          -         -            -        -        (87)      (87)
 Profit / (loss) before tax   9,858                   15,113     4,801     3            3,280    1,392    (27,967)  6,480

 Current assets               -                       -          -         -            4,252    1,742    35,013    41,007
 Non-current assets           20,995                  2,289      5,182     -            9,774    11,047   312       49,599
 Total liabilities            -                       -          -         -            (1,895)  (1,289)  (25,400)  (28,584)
 Total net assets             20,995                  2,289      5,182     -            12,131   11,500   9,925     62,022

 

 

 Unaudited                         International Payments  Solutions  Currency  Travel Cash  Banking  Central   Total

                                                                      Cards
 6 months ended 30 June 2023       £000                    £000       £000      £000         £000     £000      £000

 Segment revenue                   19,986                  13,587     7,205     129          4,121    -         45,028
 Direct costs                      (11,775)                (6,230)    (2,650)   (90)         (680)    -         (21,425)
 Gross profit                      8,211                   7,357      4,555     39           3,441    -         23,603
 Administrative expenses           -                       -          -         -            -        (14,395)  (14,395)
 Depreciation                      -                       -          -         -            -        (525)     (525)
 Amortisation                      -                       -          -         -            -        (3,165)   (3,165)
 Gain on the sale of the cash CGU  -                       -          -         380          -        -         380
 Finance costs                     -                       -          -         -            -        (79)      (79)
 Profit / (loss) before tax        8,211                   7,357      4,555     419          3,441    (18,164)  5,819

 Current assets                    -                       -          -         -            3,143    34,046    37,189
 Non-current assets                22,035                  -          5,323     -            2,371    10,552    40,281
 Total liabilities                 -                       -          -         -            (1,904)  (27,493)  (29,397)
 Total net assets                  22,035                  -          5,323     -            3,610    17,105    48,073

 

 

 

 Audited                          International  Solutions  Currency Cards  Travel Cash  Banking  Europe   Central   Total

                                  Payments
 6 months ended 31 December 2023  £000           £000       £000            £000         £000     £000     £000      £000

 Segment revenue                  19,284         17,384     8,026           13           4,229    1,747    -         50,683
 Direct costs                     (10,677)       (7,050)    (2,786)         (2)          (673)    (772)    -         (21,960)
 Gross profit                     8,607          10,334     5,240           11           3,556    975      -         28,723
 Administrative expenses          -              -          -               -            -        -        (19,344)  (19,344)
 Depreciation                     -              -          -               -            -        -        (703)     (703)
 Amortisation                     -              -          -               -            -        -        (3,883)   (3,883)
 Acquisition costs                -              -          -               -            -        -        (1,377)   (1,377)
 Finance costs                    -              -          -               -            -        -        (87)      (87)
 Profit / (loss) before tax       8,607          10,334     5,240           11           3,556    975      (25,394)  3,329

 Current assets                   -              -          -               -            5,045    1,400    30,780    37,225
 Non-current assets               21,048         1,956      5,164           -            10,341   11,171   906       50,586
 Total liabilities                -              -          -               -            (1,828)  (1,014)  (27,225)  (30,067)
 Total net assets                 21,048         1,956      5,164           -            13,558   11,557   4,461     57,744

 

 

3.         Operating profit

 

Operating profit is stated after charging the following operating expenses:

 

                                                           6 months ended 30 June 2024  6 months ended 30 June 2023  12 months ended 31 December 2023
                                                           Unaudited                    Unaudited                    Audited
                                                           £000                         £000                         £000

 Marketing costs                                           2,096                        1,206                        2,565
 Staff costs                                               13,237                       9,194                        20,270
 Property and office costs                                 757                          517                          1,160
 Audit fees                                                404                          231                          493
 Compliance costs                                          1,515                        552                          1,508
 Other professional fees                                   1,394                        460                          2,381
 IT and telephone cost                                     2,557                        1,351                        3,306
 Travel and similar                                        430                          257                          633
 Foreign exchange loss                                     328                          30                           346
 Share option charge and other share option related costs  1,066                        741                          1,447
 Contingent consideration                                  -                            (155)                        (459)
 Other costs                                               22                           11                           89
 Administrative costs                                      23,806                       14,395                       33,739
 Depreciation of right of use assets                       355                          331                          692
 Depreciation of property, plant and equipment             200                          194                          536
 Amortisation charge                                       3,519                        3,165                        7,048
 Acquisition costs                                         -                            -                            1,377
 Total operating expenses                                  27,880                       18,085                       43,392

 

4.         Taxation

                                                                          6 months ended  6 months ended 30 June 2023  12 months ended

                                                                          30 June 2024    Unaudited                    31 December 2023

                                                                          Unaudited                                    Audited
                                                                          £000            £000                         £000
 Current year corporation tax charge                                      738             185                          259
 Current tax charge                                                       738             185                          259

 Origination and reversal of temporary differences                        554             38                           534
 Recognition of previously unrecognised deductible temporary differences  4               808                          844
 Deferred tax - prior year adjustment                                     -               -                            (235)
 Deferred tax charge                                                      558             846                          1,143

 Total tax charge                                                         1,296           1,031                        1,402

 

 

5.         Earnings per share

 

Basic earnings per share is calculated based on the £5,184k profit
attributable to owners of Equals Group plc (H1-2023: £4,788k) divided by the
weighted average number of shares of 187,496,030 in the period (H1-2023:
181,533,904), giving a result of 2.76 pence per share (H1-2023: 2.64 pence per
share).

 

 

6.         Share capital

                                                                      6 months ended 30 June 2024  6 months ended 30 June 2024  6 months ended 30 June 2023  12 months ended 31 December 2023
                                                                      Unaudited                    Unaudited                    Unaudited                    Audited
                                                                      No.                          £000                         £000                         £000
 Authorised, issued and fully paid-up ordinary shares of £0.01 each
 As at start of period                                                186,627,898                  1,866                        1,807                        1,807
 Issued during the period - share options                             -                            -                            3                            3
 Issued during the period - SIP                                       -                            -                            8                            10
 Issued during the period - Oonex acquisition                         1,000,000                    10                           -                            40
 Issued during the period - Roqqett acquisition                       -                            -                            -                            6

 As at end of period                                                  187,627,898                  1,876                        1,818                        1,866

 

 

On 4 January 2024, deferred shares of 1,000,000 relating to the Oonex
acquisition were issued as the last tranche payment due.

 

 

7.         Finance costs

 

Finance costs comprise: the unwind of discount on the lease liability under
IFRS 16; the unwind of discount on deferred consideration in respect of
business and company acquisitions made by the Group and other financing
interest costs.

 

- ENDS -

 

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