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REG - Finseta PLC - Interim Results

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RNS Number : 5032D  Finseta PLC  10 September 2024

Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain.

 

10 September 2024

 

Finseta plc

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

 

Interim Results to 30 June 2024

 

Finseta (AIM: FIN), a foreign exchange and payments solutions company offering
multi-currency accounts to businesses and individuals through its proprietary
technology platform, is pleased to announce its unaudited interim results for
the six months ended 30 June 2024 ("H1 2024").

 

Highlights

 

                                 H1 2024  H1 2023  Change

                                 £m       £m
 Revenue                         5.1      3.6      +£1.5m
 Gross margin (%)                65.7%    61.0%    +4.7pps
 Adjusted(1) EBITDA              0.8      0.2      +£0.6m
 Profit before tax               0.6      0.0      +£0.6m
 Basic EPS (p)                   0.79p    0.06p    +0.73p
 Cash from operating activities  0.8      0.1      +£0.7m

 

·    Revenue increased by 40%, driven by on-going growth in active
customers(2) to 952 (H1 2023: 874) and an increase in average transaction
value of 29% on H1 2023

·    Gross margin improvement of 470 basis points primarily driven by an
increase in the proportion of revenue accounted for by direct clients to 100%
(H1 2023: 91%), reflecting the strategic decision to offboard the historic
white label business in prior years

·    Balance sheet further strengthened with cash and cash equivalents at
30 June 2024 of £2.8m (31 December 2023: £2.3m), resulting in net cash(3) of
£0.6m at 30 June 2024 (31 December 2023: £0.2m)

·    Continued strategic progress in the period:

o  New counterparty partnerships established to broaden the number of
currencies and countries where the Group can transact - now able to pay out to
over 165 countries in 140 currencies

o  Received regulatory approval to provide payment services in Canada;
initial revenues expected in 2024

o  Signed agreement with Mastercard to launch corporate card scheme later in
2024

o  Adopted 'Finseta' as new company name to reflect differentiated offer and
as part of strategic growth plan

·    The strong trading momentum in H1 2024 has continued into the second
half, and the Group remains on track to report significant growth for full
year 2024, in line with the Board's expectations

 

James Hickman, CEO of Finseta, said: "This has been a period of significant
growth for Finseta, which builds on the work we commenced last year to execute
on our renewed strategy. Through expanding our introducer network and payments
capabilities, while maintaining a high level of customer service, we have
increased the number of active customers and average transaction value. We
also achieved strategic milestones that will be key drivers of future growth -
most notably, signing an agreement with Mastercard to launch a corporate card
scheme and receiving regulatory approval in Canada where we are in the process
of launching a full-service office.

 

"Looking ahead, the strong trading momentum that was experienced during the
first six months of 2024 has been sustained into the second half and we are on
track to report significant growth for full year 2024, in line with the
Board's expectations. At the same time, with the excellent progress made in
executing on our strategic priorities, we have strengthened our operations and
the foundations to deliver long-term, sustainable growth. As a result, the
Board continues to look to the future with great confidence."

 

Notes

(1) Excluding share-based compensation, transaction costs, depreciation &
amortisation charges, profit from the disposal of a subsidiary, other
operating income related to interest on client balances and non-cash based
accounting adjustments in respect of the Group's corporate premises

(2) Defined as customers who traded through Finseta during the 12-month
periods to 30 June 2024 and 2023 respectively

(3) Defined as cash and cash equivalents less loan notes

 

 

Enquiries

 

 Finseta plc                                     +44 (0)203 971 4865
 James Hickman, Chief Executive Officer

 Judy Happe, Chief Financial Officer

 Shore Capital (Nominated Adviser and Broker)    +44 (0)207 408 4090
 Daniel Bush, Tom Knibbs (Corporate Advisory)

 Guy Wiehahn (Corporate Broking)

 Gracechurch Group (Financial PR)                +44 (0)204 582 3500
 Harry Chathli, Claire Norbury, Henry Gamble

 

 

About Finseta

 

Finseta plc (AIM: FIN) is a foreign exchange and payments company offering
multi-currency accounts and payment solutions to businesses and individuals.
Headquartered in the City of London, Finseta combines a proprietary
technology platform with a high level of personalised service to support
clients with payments in over 165 countries in 140 currencies. With a track
record of over 12 years, Finseta has the expertise, experience and expanding
global partner network to be able to execute complex cross-border payments. It
is fully regulated, through its wholly-owned subsidiaries, by the Financial
Conduct Authority as an Electronic Money Institution and by the Financial
Transactions and Reports Analysis Centre of Canada as a Money Services
Business. www.finseta.com
(https://url.avanan.click/v2/___http:/www.finseta.com___.YXAxZTpzaG9yZWNhcDphOm86NDc0NTc2YjE2ZDdhNTM1OWMyYjdjY2QzMzdkODk4NWI6NjowZmM5OjM5NGRhN2Y3N2Q2YzQ0ZmYxNTdlOWY5N2U5Y2UxNDg4NTFmMzY0MzM2Zjc2YzE3NTdjNTZjYTE0MTRkMWU3OWM6cDpUOk4)

 

Investor Presentation

 

James Hickman, CEO, and Judy Happe, CFO, will provide a live presentation via
Investor Meet Company at 10.00am BST today. The presentation is open to all
existing and potential shareholders. Investors can sign up to Investor Meet
Company for free and add to meet Finseta via:

https://www.investormeetcompany.com/finseta-plc/register-investor
(https://url.avanan.click/v2/___https:/www.investormeetcompany.com/finseta-plc/register-investor___.YXAxZTpzaG9yZWNhcDphOm86NTdmYTcxZjIyYTdjYTAxNzMxMzg0ZTU0YzVkOGY2OWE6Njo1N2ZlOjMwMDMxMjY2ZGRiZWNmNzFkOTk1ZjU4MjE5NGFiZDU5NWQxN2UxMmU4ZDIxZmNjZWQ5ODlkYjEwYzQ2OTFmODY6cDpGOk4)

 

Strategic and Operational Review

 

Finseta delivered significant growth during the first half of 2024 as its
expanded sales team and introducer network drove increases in active customer
numbers and average transaction value. The Group also continued to enhance its
products and services and execute on its strategy, with key initiatives being
advanced that strengthen the foundations of the business and its ability to
deliver sustained growth. In particular, the Group signed an agreement to
launch a corporate card scheme with Mastercard and received regulatory
approval in Canada, which both represent significant milestones for the
business.

 

Performance

 

The Group delivered substantial growth in revenue to £5.1m (H1
2023: £3.6m), which was driven by increases in active customers and average
transaction value. Active customers increased to 952 compared with 874 for the
first half of 2023 as the Group continued to expand its sales team and
introducer network. Average transaction value increased by 29% over H1 2023
driven by an increased focus on providing an exceptional level of service to
its corporate and high net worth individual ("HNWI") clients.

 

The Group completed its transition to only serving clients directly, with all
revenue being generated by direct clients during the period (H1 2023: 91%).
This contributed to a significant, 470 basis point, increase in gross margin
in the period over the first half of 2023. By client type, there was an
increase in revenue generated by both private clients (primarily HNWIs) and
corporate accounts. The proportion of total revenue accounted for by private
clients remained at 60% (H1 2023: 60%) with corporate accounts contributing
38% (H1 2023: 37%). For the majority of private client revenue, whilst the
underlying transaction is with an individual, the relationship is via a
corporate that provides services to the individual. In addition, the Group
received £100k (H1 2023: £110k) in revenue, accounting for 2% of total
revenue, as the final income generated under a licencing agreement with the
acquirers of Avila House, a former subsidiary of the Group.

 

Strategy execution

 

The Group's growth strategy is founded on the three pillars of product,
geography and people - Finseta made considerable progress against all three
during the first half of 2024. This contributed to growth during the period,
but also strengthened the drivers of growth for the years to come.

 

Product

 

A core element of Finseta's strategy is to establish a global payments network
that will enable clients to be able to pay in from, and pay out to, any
jurisdiction (subject to regulatory restrictions) in any currency and via any
payment method. While it is still relatively early days, a number of
milestones in advancing towards this goal were achieved during the first half
of the year.

 

Currencies & countries

 

The Group continued to expand its global payments network by establishing new
counterparty partnerships. This enables the Group to broaden the number of
currencies and countries where it can transact, as well as expanding the
business sectors it can serve. The Group can now pay out to over 165 countries
in 140 currencies compared with over 150 countries and 58 currencies this time
last year.

 

 

Payment method

 

Finseta made significant progress in the period towards expanding its payment
method offering with the signing of a long-term agreement with Mastercard to
launch a corporate card scheme. The Group is on track to launch the scheme in
the current year, when it will be able to issue commercial cards co-branded
and supported by Mastercard for its corporate customers. This additional
payment rail will provide greater choice and flexibility for clients in
managing their business expenses and a further recurring income stream for
Finseta as clients sign up to use the corporate card offering.

 

Service

 

A key differentiator of the Group's offer is the high level of personalised
service provided to clients, along with the experience of Finseta's team and
the strength of its compliance capabilities. The Group's Finseta Solutions
offering, which was established in 2023 and is specifically focused on
providing solutions to clients with more complex needs and require a higher
level of service, made progress during the period. The Group has added further
resource to this new offering as the number of customers and partners has
continued to grow.

 

During the period, the Group undertook development work to enhance the
functionality of the Finseta platform, which will further improve clients'
experience. The Group expects to introduce the upgrades later this year.
 

 

Geography

 

A core pillar of the Group's strategy is geography - that is, expanding its
capabilities to enable clients to transact to and from anywhere in the world
(subject to regulatory restrictions). This includes through establishing
further counterparty relationships, as noted above, as well as expanding its
own geographical footprint and regulatory capabilities.

 

A significant milestone was achieved with the Group receiving a Money Services
Business ("MSB") licence from the Financial Transactions and Reports Analysis
Centre of Canada. This allows the Group to operate a payments company
in Canada and provide payments services to Canadian businesses and
individuals. Having previously received enquiries in Canada for its
services through its existing network, the establishment of a regulated
business will enable the Group to fully pursue such opportunities and leverage
local payment rails and lower transaction costs.

 

Following the receipt of the MSB licence, the Group commenced the process of
establishing a full-service office in Canada, which it expects to open in the
current year. This will allow the Group to provide customers in Canada with
the high-touch service-led approach that is core to the Finseta offering.

 

The Group also continued to make progress with the regulatory approval process
in other jurisdictions where it can leverage opportunities through its
existing network and thereby maximise its resources.

 

People

 

As a high-touch, service-led business, the strength of Finseta's people is
crucial. A fundamental contribution to the Group's growth during the period
was the enhancement of its sales team, which commenced in the prior year. To
strengthen its offer and drive its future growth, the Group also expanded,
post period, its Finseta Solutions team, as well as appointing a Country
Manager for Canada.

 

In addition, with the Group's client acquisition being predominantly
introducer-led, relationships are key to Finseta's ongoing growth. The Group
continued to expand and deepen its network of introducers in order to continue
to increase its active customer numbers and diversify payment flows across a
broader range of currencies.

 

Brand identity

 

In recognition of the substantial strategic progress that the Group has made
and the development of its business - with a fundamentally expanded offer,
capabilities and geographic footprint - the Group decided to adopt a new name.
The Group wanted a name that better aligned its brand identity with its
mission, values and the comprehensive range of services it provides. In
particular, the Group needed a unique name that reflected its differentiated
offer. Accordingly, the Group underwent a renaming process that commenced in
the prior year and completed during the period with the adoption of 'Finseta'.

 

Financial Review

 

Revenue for the six months to 30 June 2024 increased by 40% to £5.1m compared
with £3.6m for the first half of the previous year. On an underlying basis,
to exclude revenue generated by white label partners in H1 2023, the Group's
revenue grew by 54% in H1 2024 over H1 2023. This significant growth reflects
an increase in active customers and in average transaction value, reflecting
the Group's expansion of its sales team and introducer network and an
increased focus on providing an exceptional level of service to its clients.

 

Gross margin improved to 65.7% (H1 2023: 61.0%), which is primarily due to the
Group no longer deriving revenue from white label partners following its
strategic decision to manage down its historic white label business. The
improvement in gross margin combined with the increased revenue resulted in
substantial growth in gross profit to £3.3m (H1 2023: £2.2m).

 

Operating expenses were £2.8m in H1 2024 compared with £2.2m for the first
half of the previous year. This primarily relates to additional sales team
hires and increased performance-related bonuses commensurate with the Group's
performance; higher depreciation as a result of the Group's move to a new
leased corporate premises in the second half of 2023; and lower other
operating income as described below. Operating expenses as a proportion of
revenue improved to 55% for the first half of 2024 (H1 2023: 62%).

 

Thanks to the strong operating performance, there was a substantial
improvement in adjusted EBITDA to £831k compared with £190k for H1 2023.
Adjusted EBITDA is stated after the add-back of other operating income,
share-based compensation, profit from the disposal of a subsidiary and
transaction costs, and the rental cost of the Group's corporate premises (see
the statement of comprehensive income for further detail).

 

The Group generated other operating income of £93k (H1 2023: £184k) based
on interest on client cash balances (see note 3 to the financial statements).
Profit from operations increased to £628k compared with £138k for H1
2023.

 

Net finance costs were £59k (H1 2023: £115k), which primarily reflects £45k
of bank interest receivable during the period (H1 2023: £nil).

 

As a result of the increased profit from operations and reduced finance costs,
profit before tax grew substantially to £569k in H1 2024 compared with £23k
for the first half of the prior year.

 

The Group had a tax charge of £118k compared with a tax credit in the prior
year period of £12k, principally reflecting the increased profitability of
the Group. The tax charge was satisfied through the consumption of a deferred
tax asset and, accordingly, was a non-cash expense.

 

Basic earnings per share increased to 0.79 pence (H1 2023: 0.06 pence), which
was achieved despite an increase in the weighted average number of ordinary
shares in issue to 57,417,101 (H1 2023: 55,791,324). On a fully diluted basis,
earnings per share were 0.74 pence (H1 2023: 0.06 pence).

 

Cash generated from operating activities increased significantly to £782k (H1
2023: £114k) based on the improved trading performance. Cash used in
investing activities was £204k (H1 2023: cash from investing activities of
£85k), which primarily consists of the continued investment in developing the
Group's proprietary platform and a deferred consideration payment in respect
of the February 2022 acquisition of Capital Currencies. This was partly offset
by the receipt of the proceeds from the disposal of Capital Currencies, a
non-trading subsidiary with all of the customer and employment contracts
acquired in February 2022 having previously been novated to the Group's main
trading entity, Finseta Payment Solutions Limited. Cash used in financing
activities was £153k compared with £66k for H1 2023, with the difference
primarily reflecting lease payments associated with the move to the new
corporate premises.

 

As a result, as of 30 June 2024, cash and cash equivalents had increased to
£2.8m (31 December 2023: £2.3m), resulting in net cash of £0.6m at 30
June 2024 (31 December 2023: £0.2m).

 

Outlook

 

The strong trading momentum of the first six months of the year has been
maintained into the second half. Accordingly, the Group remains on track to
report significant growth for full year 2024, in line with the Board's
expectations.

 

This growth is being driven by the continued increase in the number of active
customers as a result of the ongoing expansion of the Group's introducer
network and continued investment in various revenue generating teams within
the Group. The Group is also looking forward to the launch of its corporate
card scheme and of its Canadian offering, which are expected to occur in the
second half of 2024 and make an initial contribution to revenue.

 

Looking further ahead, with the excellent progress that the Group made during
the period in executing on its strategic priorities, the Group has
strengthened its operations and established the foundations to deliver
long-term, sustainable growth. As a result, the Board continues to look to the
future with great confidence.

Consolidated Statement of Comprehensive Income

 

                                                            Unaudited 6 months to 30 June 2024      Unaudited     6 months to 30 June    2023              Audited

                                                                                                                                                          12 months to

                                                                                                                                                                        31 Dec            2023
                                                     Notes  £                                       £                                                     £
 Revenue                                                    5,059,757                               3,601,842                                             9,649,233
 Cost of sales                                              (1,733,605)                             (1,405,919)                                           (3,533,897)
 Gross profit                                               3,326,152                               2,195,923                                             6,115,336

 Share-based compensation                            6      (169,007)                               (172,679)                                             (333,061)
 Further adjustments to adjusted EBITDA (see below)         (126,564)                               (63,306)                                              (357,348)
 Other administrative expenses                              (2,495,486)                             (2,005,647)                                           (4,415,113)
 Total administrative expenses                              (2,791,057)                             (2,241,632)                                           (5,105,522)

 Other operating income                              3      92,683                                  183,506                                               350,143

 Adjusted EBITDA                                            830,666                                 190,275                                               1,700,223
 Stated after the add-back of:
 - other operating income                                   (92,683)                                (183,506)                                             (350,143)
 - share-based compensation                          6      169,007                                 172,679                                               333,061
 - transaction costs                                        -                                       4,500                                                 4,500
 - profit on disposal of subsidiary                  8      (150,000)                               (207,480)                                             (207,480)
 - amortisation of intangible assets                 7      279,153                                 256,707                                               533,649
 - IAS 17 rent reversal                                     (156,600)                               -                                                     (61,613)
 - depreciation of property, plant and equipment            154,011                                 9,579                                                 88,292

 Profit from operations                              2      627,778                                 137,797                                               1,359,957

 Finance and other income                            4      45,000                                  -                                                     21,363
 Finance costs                                       4      (103,507)                               (114,550)                                             (90,635)
 Profit before tax                                          569,271                                 23,247                                                1,290,685

 Income tax                                                 (117,983)                               11,699                                                843,168
 Profit for the financial period                            451,288                                 34,946                                                2,133,853

 Total comprehensive profit for the period                  451,288                                 34,946                                                2,133,853

 Profit per share from continuing operations:
 Profit per ordinary share - basic (pence)           5      0.79                                    0.06                                                  3.77
 Profit per ordinary share - diluted (pence)         5      0.74                                    0.06                                                  3.76

 

 

 

 

Consolidated Statement of Financial Position

 

                                          Unaudited as at 30 June 2024      Unaudited                Audited

                                                                            as at 30 June 2023       as at 31 Dec 2023
                                   Notes  £                                 £                        £
 ASSETS
 Non-current assets
 Intangible assets and goodwill    7      1,642,763                         2,180,104                1,514,519
 Tangible assets                          36,314                            30,923                   34,356
 Right-of-use assets               12     651,680                           -                        796,498
 Deferred tax                      13     579,921                           -                        697,864
                                          2,910,678                         2,211,027                3,043,237
 Current assets
 Trade and other receivables       9      1,057,289                         1,503,464                1,359,641
 Cash and cash equivalents                2,768,005                         816,176                  2,343,417
                                          3,825,294                         2,319,640                3,703,058

 TOTAL ASSETS                             6,735,972                         4,530,667                6,746,295

 Equity
 Share capital                     6      574,171                           574,171                  574,171
 Share premium                            6,191,748                         6,191,748                6,191,748
 Share-based payment reserve              949,396                           620,006                  780,389
 Merger relief reserve                    5,557,645                         5,557,645                5,557,645
 Contingent consideration reserve         -                                 999,859                  -
 Reverse acquisition reserve              (3,140,631)                       (3,140,631)              (3,140,631)
 Retained earnings                        (7,856,499)                       (10,406,693)             (8,307,787)
 TOTAL EQUITY                             2,275,830                         396,105                  1,655,535

 Non-current liabilities
 Loan notes                        11     2,000,000                         2,172,578                2,000,000
 Deferred tax liability                   -                                 88,117                   -
 Obligations under leases          14     399,293                           -                        543,555
 Deferred consideration            15     -                                 -                        111,323
                                          2,399,293                         2,260,695                2,654,878
 Current liabilities
 Trade and other payables          10     1,475,854                         1,873,867                1,882,771
 Loan notes                        11     172,578                           -                        172,578
 Obligations under leases          14     280,009                           -                        263,357
 Deferred consideration            15     132,408                           -                        117,176
                                          2,060,849                         1,873,867                2,435,882

 TOTAL EQUITY AND LIABILITIES             6,735,972                         4,530,667                6,746,295

 

 

Consolidated Statement of Changes in Equity

 

 

                                               Share capital  Share premium  Share-based payment reserve  Merger relief reserve  Contingent consideration reserve  Reverse acquisition reserve  Retained earnings  Total
                                               £              £              £                            £                      £                                 £                            £                  £

 At 1 January 2023                             480,362        5,496,829      1,489,765                    5,557,645              950,920                           (3,140,631)                  (10,924,791)       (89,901)
 Issue of shares                               35,299         194,143        -                            -                      -                                 -                            -                  229,442
 Deferred equity-based consideration           -              -              -                            -                      48,939                            -                            -                  48,939
 Share-based payments                          -              -              172,679                      -                      -                                 -                            -                  172,679
 Settlement of equity-based incentives         58,510         500,776        (1,042,437)                  -                      -                                 -                            483,151            -
 Other comprehensive income                    -              -              -                            -                      -                                 -                            34,946             34,946
                                               574,171        6,191,748      620,007                      5,557,645              999,859                           (3,140,631)                  (10,406,694)       396,105

 At 30 June 2023

 Deferred equity-based consideration           -              -              -                            -                      (771,360)                         -                            -                  (771,360)
 Transfer to deferred consideration liability  -              -              -                            -                      (228,499)                         -                            -                  (228,499)
 Share-based payments                          -              -              160,382                      -                      -                                 -                            -                  160,382
 Other comprehensive income                    -              -              -                            -                      -                                 -                            2,098,907          2,098,907
 At 31 December 2023                           574,171        6,191,748      780,389                      5,557,645              -                                 (3,140,631)                  (8,307,787)        1,655,535

 Share-based payments                          -              -              169,007                      -                      -                                 -                            -                  169,007
 Other comprehensive income                    -              -              -                            -                      -                                 -                            451,288            451,288
                                               574,171        6,191,748      949,396                      5,557,645              -                                 (3,140,631)                  (7,856,499)        2,275,830

 At 30 June 2024

 

 

 

 

 

 

 

 

 

 

Consolidated Cash Flow Statement

 

                                                                                                         Unaudited             Unaudited             Audited

                                                                                                          six months            six months           12 months

                                                                                                         to 30 June 2024       to 30 June 2023        to 31 Dec 2023
                                                                                                         £                     £                     £
 Profit before tax                                                                                       569,271               23,247                1,290,685
 Adjustments to reconcile profit before tax to cash generated from operating
 activities:
 Other operating income                                                                                  8,274                 -                     (27,167)
 Finance income                                                                                          (45,000)              -                     (21,363)
 Finance costs                                                                                           103,507               114,550               90,635
 Share-based compensation                                                                                169,007               172,679               333,061
 Profit on disposal of subsidiary                                                                        (150,000)             (207,480)             (207,480)
 Depreciation and amortisation                                                                           433,164               266,286               621,941
 Write-off of property, plant and equipment                                                              -                     -                     519
 Loss on disposal of property, plant and equipment                                                       656                   -                     -
 Decrease / (increase) in trade and other receivables                                                    303,152               (164,354)             67,344
 Decrease in trade and other payables                                                                    (609,691)             (90,969)              (194,021)
 Cash generated in operating activities                                                                  782,340               113,959                1,954,154

 Investing activities
 Purchases of property, plant and equipment                                                              (13,304)              (824)                 (11,081)
 Internally generated software development                                                               (235,711)             (213,694)             (491,013)
 Proceeds from disposal of subsidiary                                                                    150,000               300,000               300,000
 Settlement of deferred consideration                                                                    (105,431)             -                     -
 Cash (used) / generated in investing activities                                                         (204,446)             85,482                (202,094)

 Financing activities
 Interest and similar income                                                                             35,883                -                     10,587
 Interest and similar charges                                                                            (32,589)              (65,611)              (39,963)
 Lease payments                                                                                          (156,600)             -                     (61,613)
 Cash used in financing activities                                                                       (153,306)             (65,611)              (90,989)

 Increase in cash and cash equivalents                                                                   424,588               133,830               1,661,071
                                                                                                         2,343,417             682,346               682,346

 Cash and cash equivalents at beginning of period

 Cash and cash equivalents at end of period                                                              2,768,005             816,176               2,343,417

 

 

Notes to the financial statements

 

1.         General information and basis of preparation

 

Finseta plc is a public limited company, incorporated and domiciled in
England. The Company was admitted to trading on AIM, London Stock Exchange's
market for small and medium size growth companies, on 6 April 2021. The
registered office of the Company is 14-18 Copthall Avenue, London, EC2R 7DJ.
Finseta plc is a foreign exchange and payments company offering multi-currency
accounts to businesses and individuals using a proprietary cloud-based
multi-currency payments platform.

 

The consolidated financial information contained within these financial
statements is unaudited and does not constitute statutory accounts within the
meaning of Section 434 of the Companies Act 2006. While the financial figures
included in this interim report have been prepared in accordance with IFRS
applicable to interim periods, this interim report does not contain sufficient
information to constitute an interim financial report as defined in IAS 34.
Financial information for the year ended 31 December 2023 has been extracted
from the audited financial statements for that year. The accounting policies
applied by the Group in this consolidated interim financial report are the
same as those applied by the Group in its consolidated financial statements as
at and for the year ended 31 December 2023.

 

The consolidated financial statements incorporate the financial statements of
the Company and its subsidiary undertakings. Entities are accounted for as
subsidiary undertakings when the Group is exposed to or has rights to variable
returns through its involvement with the entity and it has the ability to
affect those returns through its power over the entity.

 

                Details of subsidiary undertakings and %
shareholding:

                Finseta Payment Solutions Ltd
 
-              100% owned by the Company

                Cornerstone Middle East
FZCO
-              100% owned by the Company

Pangea FX Limited
                  -              100% owned by the Company

Finseta Payments Corp
 
-              100% owned by the Company

 

On 4 June 2024 the Group completed the sale of Capital Currencies Limited. The
results of Capital Currencies were consolidated up to the date of disposal.

 

Going concern

During the period ended 30 June 2024, the Group made a profit of £451,288. As
at 30 June 2024 the Group's Statement of Financial Position showed cash and
cash equivalents of £2,768,005. The trading position of the Group has
strengthened during 2024 with continued revenue growth coupled with a strong
focus on cost control. As a result, the Group expects to continue generating a
net positive cash flow during the second half of 2024.

 

The Board continues to closely monitor the Group's performance and considers a
range of risks that could affect the future performance and position of the
Group. The Board considers the Group 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.         Profit from operations

 

 

                                                                                            Unaudited six months to 30 June 2024    Unaudited                 Audited

                                                                                                                                    six months to 30 June     12 months to 31 Dec

                                                                                                                                    2023                      2023
                                                                                            £                                       £                         £
 Profit from operations is stated after charging/(crediting):
 Share-based compensation                                                                   169,007                                 172,679                   333,061
 Transaction costs                                                                          -                                       4,500                     4,500
 Expensed software development costs                                                        36,117                                  33,189                    58,792
 Depreciation of property, plant and equipment                                              9,193                                   9,579                     15,883
 Depreciation of right-of-use assets                                                        144,818                                 -                         72,409
 Amortisation of intangible assets                                                          279,153                                 256,707                   533,649
 Profit on disposal of subsidiary                                                           (150,000)                               (207,480)                 (207,480)
 Short-term (2018 IAS 17 operating)                                                         -                                       137,236                   -
 lease
 rentals

 

 

3.         Other operating income

 

 

                                                      Unaudited six months to 30 June 2024    Unaudited           Audited

                                                                                              six months          12 months

                                                                                              to 30 June 2023     to 31 Dec 2023
                                                      £                                       £                   £
 Interest receivable from client cash balances        92,683                                  183,506             350,143

 

Other operating income represents interest generated from client cash
balances. The current interest rate environment means that these accounts can
be interest bearing, whilst fulfilling regulatory safeguarding requirements.
Under the terms of the Group's Electronic Money Licence, the Group is not able
to pass any of the interest earned back to the clients.

Whilst the increased interest stream is a positive boost for the Group and a
natural by-product of its increasingly diversified product offering, the Group
is mindful that aspects of its dynamics are driven by macroeconomics beyond
its control. The Group has therefore chosen to recognise interest income on
client balances as 'other operating income', not revenue on the face of the
Consolidated Statement of Comprehensive Income. For the same reason, interest
income has been excluded from the presentation of adjusted EBITDA.

Interest earned on Finseta's own cash is recognised within finance and other
income in the Consolidated Statement of Comprehensive Income.

 

4.         Interest and similar items

 

 

                                        Unaudited six months to 30 June 2024    Unaudited           Audited

                                                                                six months          12 months

                                                                                to 30 June 2023     to 31 Dec 2023
                                        £                                       £                   £
 Total finance and other income
 Bank interest receivable               45,000                                  -                   21,363

 

 Total finance costs
 Unwinding / (release) of discount     9,340       48,939      (56,459)
 Loan note interest                    65,177      65,129      130,306
 Other interest payable and charges    -           482         483
 Interest on lease liabilities         28,990      -           16,305
                                                               90,635

                                       103,507     114,550

 

 

5.         Earnings per share

 

 

                                                              Unaudited six months to 30 June 2024    Unaudited           Audited

                                                                                                      six months          12 months

                                                                                                      to 30 June 2023     to 31 Dec 2023
                                                              £                                       £                   £
 Statutory profit                                             451,288                                 34,946              2,133,853

 Weighted average number of shares used in basic EPS          57,417,101                              55,791,324          56,613,145
 Effect of dilutive share options                             3,444,861                               -                   161,510

 Weighted average number of shares used in diluted EPS        60,861,962                              55,791,324          56,774,655

 Earnings per share (pence)

 Statutory total earnings per share
 Basic                                                        0.79                                    0.06                3.77
 Diluted                                                      0.74                                    0.06                3.76

 

 

6.         Share capital

 

 Allotted, called up and fully paid

                                                      Ordinary                                                   Share capital

                      shares
                      No.                                                                                 £

 Ordinary shares of £0.01 each at 30 June 2024, 31 December 2023 and 30 June
 2023

                                          57,417,101                                 574,171

 

 

 

 

Options

 

On 22 February 2024, the Company granted 470,000 options under its
equity-settled share-based remuneration schemes for employees with a weighted
average exercise price of £0.32 and a vesting period between 1 and 3 years.

 

The Black-Scholes model was used for calculating the cost of options. The
model inputs for the options issued were:

 

Share price at grant date               - £0.31

Risk-free
rate                                     -
4.2%

Expected Volatility                            -
117.5%

Contractual
life                                  - 5
years

 

During the period 20,000 options were forfeited (H1 2023: 248,360) at a
weighted average exercise price of £0.12 per share.  No warrants expired
during the period (H1 2023: 63,114).

 

Share-based compensation charge

The Group's share-based compensation charge for the period ended 30 June 2024
of £169,007 (H1 2023: £172,679) consists of £64,172 (H1 2023: £49,115) in
respect of warrants (including the impact of warrant expirations) and
£104,835 (H1 2023: £123,564) in respect of share options granted under the
Company's share option scheme (including the impact of option forfeitures.

 

 

7.         Intangible assets

 

                        Internally developed software                                                        Goodwill              Trademarks      Total

                        £                                  Software costs       Customer relationships       £                     £               £

                                                           £                    £
 COST
 As at 1 January 2024   1,515,097                          15,611               615,756                      420,300               46,114          2,612,878
 Additions              396,423                            -                    -                            -                     10,974          407,397
 At 30 June 2024        1,911,520                          15,611               615,756                      420,300               57,088          3,020,275

 AMORTISATION
 As at 1 January 2024   869,189                            15,611               213,559                      -                     -               1,098,359
 Charge for the period  217,578                            -                    61,575                       -                     -               279,153
 As at 30 June 2024     1,086,767                          15,611               275,134                      -                     -               1,377,512

 NET BOOK VALUE
 At 30 June 2024        824,753                            -                    340,622                      420,300               57,088          1,642,763

 At 30 June 2023        630,069                            -                    463,773                      1,086,262             -               2,180,104

 At 31 December 2023    645,908                            -                    402,197                      420,300               46,114          1,514,519

 

 

8.         Disposal of Capital Currencies Limited

 

On 4 June 2024, the Group completed the sale of Capital Currencies Limited to
Universe Payments Ltd and received £150,000 in cash consideration following
the receipt of regulatory approval for the transaction from the FCA. The only
asset held in Capital Currencies Ltd at the date of sale was an API licence
with a £nil net book value. The profit on disposal recognised by the Group
upon the sale of Capital Currencies Limited was therefore £150,000.

 

9.         Trade and other receivables

 

                                              Unaudited              Unaudited              Audited

                                              as at 30 June 2024     as at 30 June 2023      as at 31 Dec 2023
                                              £                      £                      £

 Trade receivables                            308,410                347,655                347,491
 Prepayments and accrued income               344,389                152,238                152,281
 Derivative financial assets at fair value    184,660                674,424                340,241
 Other receivables                            145,359                52,523                 147,536
 Taxes and social security                    74,471                 276,624                372,092

 Total trade and other receivables

                                              1,057,289              1,503,464              1,359,641

 

10.      Trade and other payables

 

                                                   Unaudited              Unaudited              Audited

                                                   as at 30 June 2024     as at 30 June 2023     as at 31 Dec 2023
                                                   £                      £                      £

 Trade payables                                    412,134                216,298                248,493
 Derivative financial liabilities at fair value    468,653                767,557                279,097
 Other taxes and social security                   165,986                391,513                480,612
 Other payables and accruals                       429,081                498,499                874,569

 Total trade and other payables

                                                   1,475,854              1,873,867              1,882,771

 

 

11.      Loan Notes

 

                            Unaudited              Unaudited              Audited

                            as at 30 June 2024     as at 30 June 2023     as at 31 Dec 2023
                            £                      £                      £
 CURRENT                    172,578                -                      172,578

 Convertible loan notes

 

 NON-CURRENT    2,000,000    2,172,578    2,000,000

 Loan notes

 

 

The non-current non-convertible loan notes comprise £2,000,000 issued to
Robert O'Brien, a major shareholder in the Company and employee of the Group,
repayable on 31 July 2026 and £172,578 of deferred consideration in relation
to the acquisition of Pangea FX Limited. The Pangea FX Limited loan note is
payable contingent upon achieving future revenue targets over a period of two
years from the acquisition date. These targets were achieved at the end of the
measurement period ended 31 August 2024 and the loan note will be repaid in
full in September 2024.

 

Both loan notes have a 6% coupon rate payable quarterly in arrears.

 

 

 

 

 

 

 

 

12.      Right-of-use assets

 

                                       Leasehold property

                                       £
 COST
 At 1 January 2024 and 30 June 2024    868,907

 AMORTISATION
 At 1 January 2024                     72,409
 Charge for the period                 144,818
 At 30 June 2024                       217,227

 NET BOOK VALUE
 At 30 June 2024                       651,680

 At 30 June 2023                       -

 At 31 December 2023                   796,498

 

 

13.      Deferred tax

 

                             Acquired intangibles                                                        Tax losses       Total

                             £                         Fixed asset and other temporary differences                        £

                                                       £                                                 £

 As at 1 January 2024        (100,549)                 (19,748)                                          818,161          697,864
 Utilised during the period  -                         -                                                 (153,773)        (153,773)
 Credit during the period    15,394                    20,436                                            -                35,830
 At 30 June 2024             (85,155)                  688                                               664,388          579,921

                                                                                                         Current          525,888
                                                                                                         Non-current      54,033

 At 30 June 2023             (115,943)                 27,826                                            -                (88,117)

                                                                                                         Current          -
                                                                                                         Non-current      (88,117)

 

 

 

 

 

14.      Obligations under leases

 

                      Leasehold property

                      £

 At 1 January 2024    806,912
 Finance costs        28,990
      Payments        (156,600)
 At 30 June 2024      697,302

 Current              280,009
 Non-current          399,293

 At 30 June 2023      -

 

15.      Deferred consideration

 

                      £

 At 1 January 2024    228,499
 Finance costs        9,340
      Payments        (105,431)
 At 30 June 2024      132,408

 Current              132,408
 Non-current          -

 At 30 June 2023      -

 

16.      Related party transactions

 

In addition to the transaction included in Note 11, as at 30 June 2024, an
amount of £8,750 was due from Terry Everson, a former director of Finseta
Payment Solutions Limited and a shareholder in the Company (30 June 2023:
£8,750).

 

17.      Events after the reporting date

 

None

 

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