REG - TruFin PLC TruFin PLC - Half-year Report
17/09/2024 07:00
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RNS Number : 4151E TruFin PLC 17 September 2024
17 September 2024
TruFin plc
("TruFin" or the "Company" or together with its subsidiaries "TruFin Group" or
the "Group")
Interim Results for the six months ended 30 June 2024 (Unaudited)
· Combined gross revenue for the Group increased 261% to £25.3m (H1
2023: £7.0m)
· TruFin Group recorded its maiden first half positive EBITDA of £2.9m
(H1 2023: £(3.6)m)
· TruFin Group recorded its maiden first half profit before tax ("PBT")
of £0.2m (H1 2023: £(5.3)m)
· Playstack Ltd ("Playstack") recorded exceptional revenue growth of
710% to £20.2m (H1 2023: £2.5m) thanks to extremely strong performances from
two new titles released during the period and strong back catalogue
performances
· Gross revenue at Oxygen Finance Group Limited (together with its
subsidiaries) ("Oxygen") increased by 26% to £3.4m (H1 2023: £2.7m), driven
by strong growth in its recurring revenue streams. EBITDA grew by 90% to
£0.6m (H1 2023: £0.3m) and Oxygen remains on track to achieve its first full
year of profit at EBIT level
· Gross revenue at Satago Financial Solutions Limited ("Satago")
decreased 6% to £1.6m (H1 2023: £1.7m). This reflects Lloyds Bank's (the
"Bank") decision to terminate its contract with Satago post period-end, as
announced on 16 July 2024
6 months to 6 months to 12 months to
30 June 30 June 31 December
2024 2023 2023*
Financials and KPIs (Unaudited) £'000 £'000 £'000
Gross revenue 25,296 6,952 18,131
EBITDA 2,936 (3,621) (3,471)
Profit/(loss) before tax 162 (5,283) (7,339)
Net assets 38,532 34,228 37,940
*Audited figures
Key milestones during the period:
· Playstack published two hit indie games, Balatro and Abiotic Factor.
Both significantly surpassed internal expectations, were met with critical
acclaim and have garnered extraordinary interest from players and platforms
alike
· Approximately 50% of Oxygen's Early Payment ("EP") clients purchased
two or more products (H1 2023: 41%) and Oxygen serviced more than 20,000
suppliers
· Satago increased credit control licence sales by 25%
Key milestones post period end:
· Following an internal review, the Bank decided to no longer
prioritise the Satago platform and exercised its right to terminate the
contract. The Board of TruFin remain confident in the quality and robustness
of the Satago platform and recognise the value created over the last 36
months, resulting in an industry-leading solution
· Satago continues to progress its maturing pipeline with a number of
UK and global opportunities now materialising or accelerating due to increased
flexibility following the Lloyds Bank contract termination. In July, Satago
announced a contract win with a UK Specialist Lender, to provide invoice
financing capabilities via Satago's platform
· Playstack signed its largest contract to date: a multi-year
partnership with a major technology platform based on Playstack's published IP
· Playstack's Return on Invested Development Capital ("ROIDC") across
its entire console portfolio stands at more than 500%, with an Internal Rate
of Return ("IRR") of more than 150%. When excluding the returns from Mortal
Shell and Balatro the ROIDC is 172%. Playstack has already secured a pipeline
of 8 further title releases over the next 18 months and has committed invested
capital by year end in excess of £7m. Playstack's profitability means this
invested capital is sourced entirely from internally generated funds and the
ROIDC from these investments is expected to create a fly-wheel of profitable
growth in the future
· Oxygen was pleased to announce the appointment of Vicki Sloane as its
new Chief Executive Officer. Having worked at Oxygen for more than a decade,
Vicki is exceptionally well placed to drive the company's future growth
· As at 31 August Oxygen has returned £0.9m to TruFin in anticipation
of declaring a record dividend for 2024
James van den Bergh, Chief Executive Officer commented:
"These are results full of firsts for TruFin: growing revenues by more than
200%; recording profitability and generating cash for a half year for the
first time.
Not only has TruFin smashed through these milestones, but it has done so
despite investing considerable capital into Playstack's future game launches
and continuing to fund Satago's working capital requirements. These metrics
highlight the attractive unit economics inherent in TruFin's businesses and
the potential for TruFin to generate considerable equity value for
shareholders.
The releases of Balatro and Abiotic Factor surpassed all expectations, though
it is important to remember that their success builds on the trajectory that
Playstack has followed in recent years. With more than nine out of 10 of its
published titles repaying invested capital, with an average return on invested
capital of more than 500%, Playstack's engine of growth is firing on all
cylinders. These numbers highlight the dedication that has gone into
developing this successful game origination engine and building a team around
it. We now have a bumper pipeline of further game releases which the team is
increasingly excited about.
Once again Oxygen has grown its top and bottom lines, with August 2024 being
its best month ever. It is on track to double its dividend to TruFin this year
- making it the second year in a row this doubling has occurred and
emphasising the very attractive position that Oxygen is in. I would like to
personally welcome Vicki Sloane to the role of CEO; she has made an excellent
start and we look forward to working closely with her as we unlock further
shareholder value.
Clearly the termination of Satago's contract with Lloyds Bank was extremely
disappointing. There are a number of important lessons we have taken from this
experience as Satago focuses on the path to profitability. The Lloyds Banking
Group remains a Satago shareholder and we are working together to ensure
Satago can maximise its market opportunity.
TruFin remains fully funded to profitability and, having delivered an
exceptional financial performance in the first half, the Board looks to the
future with confidence."
For further information, please contact:
TruFin plc
James van den Bergh, Chief Executive Officer 0203 743 1340
Kam Bansil, Investor Relations 07779 229508
Panmure Liberum Limited (Nominated Adviser and Corporate broker) 0203 100 2000
Chris Clarke
Edward Thomas
TruFin plc is the holding company of an operating group comprising three growth-focused technology businesses operating in niche markets: early payment provision, invoice finance and mobile games publishing. The Company was admitted to AIM in February 2018 and trades under the ticker symbol: TRU. More information is available on the Company website:
www.TruFin.com (http://www.trufin.com/)
.
CHIEF EXECUTIVE'S STATEMENT
For the six months ended 30 June 2024
Playstack
Playstack is a gaming technology business providing publishing and related
services to the games industry. Playstack is the Group's entry point into the
highly attractive growth market of video game publishing.
Playstack has exceeded expectations and has delivered significant growth in
the first half of 2024. During the period Playstack published two new titles,
Balatro and Abiotic Factor, with combined sales exceeding 2.7m units and
continued growth. The Board expects further progress in H2 due to scheduled
releases, including much-anticipated sequel title Rise of the Golden Idol
which is due for release in November.
Additionally, through valuable long-term platform and technology partnerships,
Playstack has delivered valuable revenue visibility ahead of game launches,
derisking development spend.
Playstack has further enhanced its innovative technology that efficiently
discovers and monitors games in development, setting it apart from its peers.
After a phenomenal financial performance in the first half, there is growing
interest in Playstack from technology platforms looking to secure world class
IP, enviable returns on investment and 'hit ratios'. Playstack is set to
deliver positive EBITDA and operating cash generation in 2024 and beyond.
In March 2024, TruFin announced that it was due to complete a sale of IP and
assets relating to Playstack's augmented reality and gamification AdTech
platform "Interact" to VCI Global Ltd. The transaction has not yet completed
due to renegotiation of certain items and both parties remain in discussion
Oxygen
Oxygen enjoys a dominant position in its market and its core early payment
("EP") product continues to perform well. Based on strong KPI performance we
expect momentum will continue to build into the second half.
Oxygen's 60 EP clients - up from 57 - had a combined supplier spend of more
than £28bn during the period, up 17% from H1 2023.
New supplier spend, a key lead indicator, totalled £300m during H1 2024, a
50% increase on H1 2023. It was generated by a broad range of suppliers across
multiple clients, resulting in a record numbers of clients' suppliers
participating in Oxygen's EP programmes. On-boarded annual supplier spend
exceeded £1.4bn across 5,100 suppliers, up 20% over H1 2023. To benefit from
existing supplier flows, Oxygen is targeting new initiatives to further
increase supplier participation and acceleration of supplier invoices.
Oxygen's "Freepay" initiative, which delivers remarkable social value to EP
clients' local communities by enabling them to pay local micro and small
suppliers early, at no cost, more than doubled. By the end of June 2024 more
than 25,000 suppliers were participating in this programme (up from 11,000 a
year earlier). These local micro and small suppliers have enjoyed early
invoice payments totalling £1.3bn, without charge, since this unique
programme launched to support clients' small and local suppliers during the
COVID pandemic.
Transacted spend attracting an early payment discount reached a record £553m
in H1 2024, growing 18% over H1 2023. Similarly, total rebates in H1 2024 were
£6.2m, 22% higher than in H1 2023. The record new spend signed in the first
half is expected to underpin continued momentum to year end.
Meanwhile Oxygen's Software as a Service ("SaaS") Insights business delivered
double digit growth in the first half of 2024. This underlying growth is
further enhanced by strong and increasing revenues following the successful
integration of the BidStats business acquired at the end of 2023, with the
acquisition payback period expected to be less than two years. The acquisition
extends the reach of Oxygen's public sector market intelligence data
subscriptions to the SME market, providing opportunities to sell premium
Insights tools.
Oxygen's dominance in its chosen SaaS and EP markets is complementary; both
benefit from Oxygen's unparalleled technology-enabled knowledge and access to
procurement data across the public sector. The scale and expected continued
growth of Oxygen's client portfolio continue to provide opportunities for
Oxygen to expand the improved procurement outcomes it offers to both its
public and private clients. Oxygen will continue to take a disciplined
approach to investing in its tech and AI capabilities to exploit these
opportunities further.
Satago
Satago offers its customers technically advanced invoice finance and cashflow
management systems via its online software platform.
In line with its strategy, Satago is transitioning from predominantly
self-funding its balance sheet to a hybrid model incorporating "partner
balance sheet financing". This utilises Satago's Lending as a Service ("LaaS")
solutions and embedded finance model. Satago's strategic partnership with
Sage, to offer embedded finance in several Sage products, remains key to its
strategy.
During H1 2024, Satago migrated a small set of the Bank's clients onto the
platform. It was our expectation that large scale migration would occur during
2024. However, as previously reported, following an internal review Lloyds
Bank terminated its contract with Satago. This was enormously disappointing
and unexpected for Satago and TruFin. Discussions regarding the capital
structure of Satago, of which the Lloyds Banking Group remains a shareholder
following a £5m investment in March 2022, are ongoing between all parties.
Subscription numbers with Satago's largest existing strategic technology
partners continue to grow, with active subscriptions increasing 89% to 1,207
over the same period in 2023 (H1 2023: 640). Roll out of a similar offering in
the partner's other jurisdictions is expected to occur in H2 2024.
Satago's revenues in the first half of the year were £1.6m (H1 2023: £1.7m).
This reflects Lloyds Bank's (the "Bank") decision to terminate its contract
with Satago post period-end, as announced on 16 July 2024.
Post period end developments and outlook
Playstack
Following its successful PC and console release in February, Balatro will
launch on Apple and Google devices on 26 September including on Apple Arcade,
the premium subscription service for Apple devices.
Playstack's next major release in November will be Rise of the Golden Idol on
PC and Console, and - in partnership with Netflix - on Apple and Google
devices. This reinforces the strong technology platform partnerships that the
company has established.
Additionally, Playstack secured several new multi-million-dollar, multi-year
partnerships with major technology platforms during the first half that extend
the reach and performance of Playstack's existing published IP, underscoring
the calibre of high-quality titles in the company's catalogue, and providing
secured revenue streams for 2025 and beyond.
Further, Playstack has contracted the publishing rights to six new titles for
2025, with first game Lorn Vale slated for release in Q1 2025.
Playstack's proprietary discovery technology continues to work effectively in
helping to source high potential games, including the majority of its 2025
line-up.
Pleasingly H1 2024 saw critical recognition for Playstack, including Balatro
winning 'Best Original IP' at the Develop Star awards and GamesIndustry.biz
awarding Playstack a 'Best Places to Work' badge, celebrating employer
excellence in the games industry. These accolades highlight the value created
when the right culture is nurtured.
Oxygen
Oxygen is on course to deliver yet another full year of record revenues across
its EP and SaaS revenue streams.
The value delivered to Oxygen's clients is reflected by their continuing
loyalty; all EP clients with contracts falling due during the year have
indicated their intention to renew for a further five-year term. Committed
contract term at the end of June 2024 across Oxygen's 60 EP clients was 7.3
years (average time from contract signature to contract end date).
Similarly, the committed contract term for Oxygen's 112 Insights client was
3.7 years.
More than half of Oxygen's UK local authority clients choose to buy an
additional SaaS product.
Three new EP client contracts have been signed during the year with a strong
pipeline for additional clients in the second half.
Testament to Oxygen's strengthening financial performance is its improving
cash generation. As at 31 August Oxygen has returned £900k to TruFin and
anticipates declaring a record dividend for 2024.
Oxygen continually breaks its own operational and financial records. With
existing clients onboarding ever more suppliers to Oxygen programmes and new
client wins continuing we remain optimistic for the future.
Satago
Satago has always focused on working with partners who really know their
clients.
With this in mind, Satago was pleased this summer to sign a contract with a
Specialist Lender to offer its clients invoice finance and factoring
functionality. This contract leverages the technological capabilities built by
Satago over the last 36 months. These same capabilities will be used across
the pipeline of customers that Satago is nurturing. This technological
advantage is further supported by the partnership with Sage which continues to
go from strength to strength, providing a unique route to market through a
joint embedded finance and cashflow management proposition.
Lloyds Banking Group remains a Satago shareholder and is working
constructively with Satago and TruFin to ensure Satago's market-leading
platform can be enjoyed by thousands of SMEs across the UK.
Satago remains focused on delivering exceptional service to its existing
partners, winning new clients and building a business with strong recurring
revenue.
As at 31 August 2024, the following assets were not less than:
• £11.0m of cash or cash equivalents
• £3.3m of assets within the Satago Group's loan book
The TruFin Group has no more than £2.3m in net near-term liabilities.
UNAUDITED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME
6 months ended 6 months ended Year ended 31 December 2023
Notes 30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) £'000
£'000 £'000
Interest income 3 721 548 1,470
Fee income 3 4,863 3,930 9,348
Publishing income 3 19,712 2,474 7,313
Gross revenue 3 25,296 6,952 18,131
Interest, fee and publishing expenses (13,384) (1,906) (5,027)
Net revenue 11,912 5,046 13,104
5 (6,668) (6,313) (12,558)
Staff costs
Other operating expenses (3,285) (2,813) (5,850)
Depreciation & amortisation (1,587) (1,130) (1,922)
Net impairment loss on financial assets (210) (69) (109)
Share of loss from associates - (4) (4)
Profit/(loss) before tax 162 (5,283) (7,339)
8 14 326 962
Taxation
Profit/(loss) for the period/year from continuing operations 176 (4,957) (6,377)
Loss from discontinued operations - (1,022) (963)
Profit/(loss) for the year 176 (5,979) (7,340)
Other comprehensive income
Items that may be reclassified subsequently to profit and loss
Exchange differences on translating foreign operations (28) 103 126
Other comprehensive income for the period/year, net of tax (28) 103 126
Total comprehensive profit/(loss) for the period/year 148 (5,876) (7,214)
Profit/(loss) after tax attributable to:
Owners of TruFin plc 3,023 (5,995) (6,472)
Non-controlling interests (2,847) 16 (868)
176 (5,979) (7,340)
Total comprehensive profit/(loss) for the period/year attributable to:
Owners of TruFin plc 2,996 (5,894) (6,350)
Non-controlling interests (2,848) 18 (864)
148 (5,876) (7,214)
Total comprehensive profit/(loss) for the year attributable to Owners of
TruFin plc from:
Continuing operations 2,996 (4,757) (5,190)
Discontinued operations - (1,137) (1,160)
2,996 (5,894) (6,350)
Earnings per share 6 months ended 6 months ended Year ended 31 December 2023
Notes 30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) Pence
pence pence
Basic EPS 14 2.9 (6.4) (6.5)
Diluted EPS 2.6 (6.4) (6.5)
Basic EPS from continuing operations 2.9 (5.2) (5.3)
Diluted EPS from continuing operations 2.6 (5.2) (5.3)
UNAUDITED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION
As at As at 31
Notes 30 June 2024 December 2023
£'000 £'000
(Unaudited) (Audited)
Assets
Non-current assets
Intangible assets 9 26,365 25,417
Property, plant and equipment 10 577 275
Deferred tax asset 8 250 250
Total non-current assets 27,192 25,942
Current assets
Cash and cash equivalents 10,240 10,140
Loans and advances 11 4,536 7,234
Trade receivables 5,486 2,385
Other receivables 6,953 4,975
Total current assets 27,215 24,734
Total assets 54,407 50,676
Equity and liabilities
Equity
Issued share capital 12 96,334 96,311
Retained earnings (27,566) (31,017)
Foreign exchange reserve 32 59
Other reserves (29,805) (29,798)
Equity attributable to owners of the company 38,995 35,555
Non-controlling interest (463) 2,385
Total equity 38,532 37,940
Liabilities
Non-current liabilities
Borrowings 13 1,140 1,047
Total non-current liabilities 1,140 1,047
Current liabilities
Borrowings 13 2,959 6,157
Trade and other payables 11,776 5,532
Total current liabilities 14,735 11,689
Total liabilities 15,875 12,736
Total equity and liabilities 54,407 50,676
The financial statements were approved by the Board of Directors on 16
September 2024 and were signed on its behalf by:
James van den Bergh
Chief Executive Officer
UNAUDITED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
Share Retained Foreign Other Total Non- Total
capital earnings exchange reserves £'000 controlling equity
£'000 £'000 reserve £'000 interest £'000
£'000 £'000
Balance at 1 January 2024 96,311 (31,017) 59 (29,798) 35,555 2,385 37,940
Profit for the period - 3,023 - - 3,023 (2,847) 176
Other comprehensive income for the period - - (27) - (27) (1) (28)
Total comprehensive loss for the period - 3,023 (27) - 2,996 (2,848) 148
Issuance of shares 23 (17) - (6) - - -
Share based payment - 445 - - 445 - 445
Purchase of subsidiary shares - - - (1) (1) - (1)
Balance at 30 June 2024 (Unaudited) 96,334 (27,566) 32 (29,805) 38,995 (463) 38,532
Balance at 1 January 2023 85,706 (24,884) (63) (26,531) 34,228 5,876 40,104
Loss for the period - (4,858) - - (4,858) (99) (4,957)
Other comprehensive income for the period - - 101 - 101 2 103
Loss from discontinued operations - (1,137) - - (1,137) 115 (1,022)
Total comprehensive loss for the period - (5,995) 101 - (5,894) 18 (5,876)
Balance at 30 June 2023 (Unaudited) 85,706 (30,879) 38 (26,531) 28,334 5,894 34,228
UNAUDITED CONDENSED INTERIM STATEMENT OF CASH FLOWS
6 months ended 6 months ended Year ended 31 December 2023
Notes 30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) £'000
£'000 £'000
Cash flows from operating activities
Profit/(loss) before tax
Continuing operations 162 (5,283) (7,339)
Discontinued operations - (937) (963)
Adjustments for
Depreciation of property, plant and equipment 86 53 107
Amortisation of intangible fixed assets 2,128 1,599 2,893
Share based payments 445 - 766
Finance costs 339 193 569
Impairment of intangible asset 28 - -
Loss on disposal of fixed assets 16 - -
Share of loss from associates - 4 4
Loss on disposal of subsidiary - 1,250 1,358
Underlying trading profit from discontinued operations - (313) (396)
3,204 (3,434) (3,001)
Working capital adjustments
Movements in loans and advances 2,698 (3,296) (4,491)
Increase in trade and other receivables (5,278) (321) (1,398)
Increase in trade and other payables 5,915 570 390
3,335 (3,047) (5,499)
Tax credit received 219 88 768
Interest and finance costs paid (282) (133) (416)
Net cash generated from/(used in) operating activities 6,476 (6,526) (8,148)
Cash flows from investing activities:
Additions to intangible assets (3,117) (2,204) (5,452)
Additions to property, plant and equipment (17) (28) (42)
Acquisition of subsidiaries (1) (157) (1,421)
Disposal of subsidiary - - 3,147
Cash in subsidiary on disposal - - (938)
Net cash used in investing activities (3,135) (2,389) (4,706)
Cash flows from financing activities:
Issue of ordinary share capital - - 7,148
Net borrowings 13 (3,151) 3,621 5,393
Lease payments (73) (42) (81)
Net cash generated from financing activities (3,224) 3,579 12,460
Net increase/(decrease) in cash and cash equivalents from continuing 117 (5,336) (394)
operations
Net cash from discontinued operations - 12 199
Cash and cash equivalents at beginning of the period/year 10,140 10,273 10,273
Effect of foreign exchange rate changes (17) 44 62
Cash and cash equivalents at end of the period/year 10,240 4,993 10,140
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting policies
Basis of preparation
The annual financial statements of TruFin plc are prepared in accordance with
International Financial Reporting Standards as adopted by the European Union
("IFRS").
The condensed set of financial statements included in this Interim Financial
Report has been prepared in accordance with International Accounting Standard
34 'Interim Financial Reporting' ('IAS 34'). This condensed set of Financial
Statements has been prepared by applying the accounting policies and
presentation that were applied in the preparation of the TruFin Group's
published Financial Statements for the year ended 31 December 2023.
The condensed set of financial statements included in this Interim Financial
Report for the six months ended 30 June 2024 should be read in conjunction
with the annual audited financial statements of TruFin plc for the year ended
31 December 2023, which were delivered to the Jersey Financial Services
Commission. The audit report for these accounts was unqualified and did not
draw attention to any matters by way of emphasis.
Going concern
The Directors are satisfied that the TruFin Group has sufficient resources to
continue in operation for the foreseeable future, a period of not less than 12
months from the date of the report. Accordingly, they continue to adopt the
going concern basis in preparing the condensed financial statements.
Group information
The TruFin Group ("the Group") is the consolidation of;
• TruFin plc,
• TruFin Holdings Limited,
• Oxygen Finance Group Limited, Oxygen Finance Limited and Oxygen Finance
Americas Inc., Birmingham Procurement Limited, together the ("Oxygen Group"),
• TruFin Software Limited,
• Satago Financial Solutions Limited, Satago SPV 1 Limited, Satago SPV 2
Limited, Satago Financial Solutions z.o.o, together ("Satago"),
• AltLending (UK) Ltd (dissolved 9 July 2024), and
• Playstack Limited, Bandana Media Ltd, Playignite Ltd, Playstack z.o.o,
Playstack OY, Playstack AB, Magic Fuel Games Inc, Playstack Inc and Playignite
Inc, together the ("Playstack Group").
Additionally, the Playstack Group also includes one associate company
incorporated in the UK which has been accounted for using the equity method.
• A 26% interest in Stormchaser Games Ltd
The Playstack Group included one associate company incorporated in the UK
which was dissolved in the period.
• A 49% interest in Snackbox Games Ltd (dissolved on 28 May 2024)
The principal activities of the Group are the provision of niche lending,
early payment services and mobile game publishing.
The financial statements are presented in Pounds Sterling, which is the
currency of the primary economic environment in which the Group operates.
Amounts are rounded to the nearest thousand.
Material accounting policies and use of estimates and judgements
The preparation of interim consolidated financial statements in compliance
with IAS 34 requires the use of certain critical accounting judgements and key
sources of estimation uncertainty. It also requires the exercise of judgement
in applying the TruFin Group's accounting policies. There have been no
material revisions to the nature and the assumptions used in estimating
amounts reported in the annual audited financial statements of TruFin plc for
the year ended 31 December 2023.
The accounting policies, presentation and methods of computation in the
audited financial statements have been followed in the condensed set of
financial statements.
2. General information
TruFin plc is a public limited company incorporated in Jersey. The shares of
the Company are listed on the Alternative Investment Market. The address of
the registered office is 26 New Street, St Helier, Jersey, JE2 3RA.
A copy of this Interim Financial Report including Condensed Financial
Statements for the period ended 30 June 2024 is available at the Company's
registered office and on the Company's investor relations website
(www.trufin.com).
3. Gross revenue
6 months ended 6 months ended Year ended 31 December 2023
30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) £'000
£'000 £'000
Interest income 721 548 1,470
Total interest income 721 548 1,470
EPPS* contracts 2,437 1,939 4,346
Consultancy fees 618 135 1,135
Implementation fees 759 1,015 2,131
Subscription fees 1,049 841 1,736
Total fee income 4,863 3,930 9,348
IAP revenue 28 80 117
Advertising revenue 74 78 109
Console revenue** 19,610 2,316 7,087
Total publishing income 19,712 2,474 7,313
Gross revenue 25,296 6,952 18,131
*Early Payment Programme Services
** Please see Chief Executive's statement for more information on the increase
in Console revenue.
4. Segmental reporting
The results of the Group are broken down into segments based on the Group from
which it derives its revenue:
Satago:
Provision of invoice discounting and SaaS products. For results during the
reporting period, this corresponds to the results of Satago. For the previous
reporting period, results in this segment related to discontinued operations
corresponded to the results from Vertus Capital Limited and Vertus SPV1
Limited (prior to their disposal from the Group).
Oxygen:
Provision of Early Payment Programme Services. For results during the
reporting period, this corresponds to the results of the Oxygen Group.
Playstack:
Publishing of video games. For results during the reporting period, this
corresponds to the results of the Playstack Group.
Other:
Revenue and costs arising from investment activities. For results during the
reporting period, this corresponds to the results of TruFin Software Limited,
TruFin Holdings Limited and TruFin plc.
The results of each segment, prepared using accounting policies consistent
with those of the Group as a whole, are as follows:
6 months ended 30 June 2024 Satago Oxygen Playstack Other Total
(Unaudited) £'000 £'000 £'000 £'000 £'000
Gross revenue 1,589 3,448 20,181 78 25,296
Cost of sales (353) (655) (12,376) - (13,384)
Net revenue 1,236 2,793 7,805 78 11,912
Adjusted (loss)/profit before tax* (2,662) (214) 4,539 (1,056) 607
(Loss)/profit before tax (2,662) (214) 4,539 (1,501) 162
Taxation (15) 30 (1) - 14
(Loss)/profit for the period (2,677) (184) 4,538 (1,501) 176
Total assets 9,572 7,790 34,980 2,065 54,407
Total liabilities (5,220) (2,188) (7,925) (542) (15,875)
Net assets 4,352 5,602 27,055 1,523 38,532
*adjusted loss before tax excludes share-based payment expense
6 months ended 30 June 2023 Satago Oxygen Playstack Other Total
(Unaudited) £'000 £'000 £'000 £'000 £'000
Gross revenue 1,696 2,748 2,490 18 6,952
Cost of sales (250) (521) (1,135) - (1,906)
Net revenue 1,446 2,227 1,355 18 5,046
Loss before tax (2,319) (493) (1,378) (1,093) (5,283)
Taxation - 104 222 - 326
Loss for the year from continued operations (2,319) (389) (1,156) (1,093) (4,957)
Loss for the year from discontinued operations (1,022) - - - (1,022)
Loss for the period (3,341) (389) (1,156) (1,093) (5,979)
Total assets 33,279 7,892 20,781 482 62,434
Total liabilities (22,161) (1,816) (3,532) (697) (28,206)
Net assets 11,118 6,076 17,249 (215) 34,228
Year ended 31 December 2023 Satago Oxygen Playstack Other Total
(Audited) £'000 £'000 £'000 £'000 £'000
Gross revenue 3,788 6,188 8,038 117 18,131
Cost of sales (718) (1,078) (3,231) - (5,027)
Net revenue 3,070 5,110 4,807 117 13,104
Adjusted loss before tax* (4,134) (348) (188) (1,903) (6,573)
Loss before tax (4,134) (348) (188) (2,669) (7,339)
Taxation 433 554 (25) - 962
Loss for the year from continued operations (3,701) 206 (213) (2,669) (6,377)
Loss for the year from discontinued operations (963) - - - (963)
Loss for the year (4,664) 206 (213) (2,669) (7,340)
Total assets 13,797 8,121 23,463 5,295 50,676
Total liabilities (8,228) (1,988) (1,786) (734) (12,736)
Net assets 5,569 6,133 21,677 4,561 37,940
*adjusted loss before tax excludes share-based payment expense
5. Staff costs
Analysis of staff costs:
6 months ended 6 months ended Year ended 31 December 2023
30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) £'000
£'000 £'000
Wages and salaries 4,997 5,026 9,188
Consulting costs 353 452 1,059
Social security costs 653 624 1,104
Pension costs arising on defined contribution schemes 220 211 441
Share based payment 445 - 766
6,668 6,313 12,558
Consulting costs are recognised within staff costs where the work performed
would otherwise have been performed by employees. Consulting costs arising
from the performance of other services are included within other operating
expenses.
Average monthly number of persons (including Executive Directors) employed:
6 months ended 6 months ended Year ended 31 December 2023
30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) £'000
£'000 £'000
Management 13 15 16
Finance 12 7 11
Sales & marketing 46 41 42
Operations 58 55 57
Technology 68 60 65
197 178 191
Directors' emoluments
6 months ended 6 months ended Year ended 31 December 2023
30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) £'000
£'000 £'000
Combined remuneration 358 376 715
6. Employee share-based payment transactions
The employment share-based payment charge comprises:
6 months ended 6 months ended Year ended 31 December 2023
30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) £'000
£'000 £'000
Service Criteria Award 154 - 552
TruFin Share Price Award 206 - 151
Subsidiary Performance Award 85 - 63
Total 445 - 766
Service Criteria Award
On 27 July 2023, options to acquire 1,350,000 shares were granted to the
senior management team and employees of the Group. The award is structured as
a nil cost option. The vesting of this award is subject to the holder being in
continued employment until the vesting dates of this award. The award has been
granted in 3 tranches; the first tranche vested on 31 December 2023, the
second and third will vest on 31 December 2024 and 31 December 2025
respectively.
In May 2024, 25,000 options that vested on 31 December 2023 were exercised.
On 11 April 2024, options to acquire 175,500 shares were granted to employees
of the Group. The award is structured as a nil cost option. The vesting of
this award is subject to the holder being in continued employment until the
vesting dates of this award. The awards granted in this tranche will vest on
31 December 2026.
Awards granted to the Group CEO are subject to an additional 1 year holding
period. A Black-Scholes model was used to determine the fair value of these
options. The model used an expected volatility of 50% and risk free rate of
5%.
TruFin Share Price Award
On 27 July 2023, options to acquire 1,229,167 shares were granted to the
senior management team and employees of the Group. The award is structured as
a nil cost option. The vesting of this award is subject to the holder being in
continued employment until the vesting dates of this award, and the Company's
share price satisfying share price targets in relation to the other companies
listed on AIM . The award has been granted in 2 tranches; the first tranche
will vest on 31 December 2024 and the second on 31 December 2025.
On 11 April 2024, options to acquire 614,584 shares were granted to the senior
management team and employees of the Group. The award is structured as a nil
cost option. The vesting of this award is subject to the holder being in
continued employment until the vesting dates of this award, and the Company's
share price satisfying share price targets in relation to the other companies
listed on AIM. The awards granted in this tranche will vest on 31 December
2026.
Awards granted to the Group CEO are subject to an additional 1 year holding
period. A Monte Carlo simulation was used to determine the fair value of these
options. The model used an expected volatility of 50% and a risk free rate of
5%.
Subsidiary Performance Award
On 27 July 2023, options to acquire 537,500 shares were granted to employees
of the Group. The award is structured as a nil cost option. The vesting of
this award is subject to the holder being in continued employment until the
vesting dates of this award, and subsidiary companies achieving certain
financial metrics over the vesting periods. The award has been granted in 2
tranches; the first tranche will vest on 31 December 2024 and the second will
vest on 31 December 2025.
On 11 April 2024, options to acquire 268,750 shares were granted to employees
of the Group. The award is structured as a nil cost option. The vesting of
this award is subject to the holder being in continued employment until the
vesting dates of this award, and subsidiary companies achieving certain
financial metrics over the vesting periods. The awards granted in this tranche
will vest on 31 December 2026.
At 30 June 2024, 75% of the award is expected to vest based on the latest
performance metrics.
Performance Share Plan and Joint Share Ownership Plan Founder Award ("PSP and
JSOP")
All the Founder Awards held by the Group CEO have vested. 1,566,255 shares
subject to the Joint Share Ownership Plan are fully owned by the EBT. The
Group CEO's nil cost options in respect of the same number of shares under the
Performance Share Plan have also fully vested.
Performance Share Plan Market Value Award ("PSP Market Value")
On 21 February 2018, options to acquire 4,868,420 shares were granted to the
senior management team. The vesting of this award is based on market-based
performance conditions. The vesting of these awards is subject to the holder
remaining an employee of the Company and the Company's share price achieving
five distinct milestones -vesting at 20% each milestone. The current exercise
price of the awards is £0.71 per share.
7. Loss before income tax
Loss before income tax is stated after charging:
6 months ended 6 months ended Year ended 31 December 2023
30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) £'000
£'000 £'000
Depreciation of property, plant and equipment 86 53 107
Amortisation of intangible assets 2,128 1,599 2,893
Staff costs including share-based payments charge 6,668 6,313 12,558
8. Taxation
Analysis of tax credit/charge recognised in the period/year
6 months ended 6 months ended Year ended 31 December 2023
30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) £'000
£'000 £'000
Current tax credit (14) (326) (712)
Deferred tax charge - - (250)
Total tax credit (14) (326) (962)
Deferred tax asset
6 months ended 6 months ended Year ended 31 December 2023
30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) £'000
£'000 £'000
Balance at start of the period/year 250 250 250
Debit to the statement of comprehensive income - - 250
On disposal of subsidiary - - (250)
Balance at end of the period/year 250 250 250
Comprised of:
Losses 250 250 250
Total deferred tax asset 250 250 250
A deferred tax asset was recognised in 2023 in respect of Oxygen Finance
Limited, as it became profitable.
9. Intangible assets
Software licences and similar assets Separately identifiable intangible assets
Client contracts
Goodwill Total
£'000 £'000 £'000 £'000 £'000
Cost 7,066 8,852 3,315 15,280 34,513
At 1 January 2024
Additions 384 2,680 52 - 3,116
Exchange differences - (23) - - (23)
At 30 June 2024 (unaudited) 7,450 11,509 3,367 15,280 37,606
Amortisation (3,392) (3,409) (1,887) - (8,688)
At 1 January 2024
Charge for the period (627) (1,307) (194) - (2,128)
Exchange differences - 11 - - 11
At 30 June 2024 (unaudited) (4,019) (4,705) (2,081) - (10,805)
Accumulated impairment losses (408) - - - (408)
At 1 January 2024
Charge (28) - - - (28)
At 30 June 2024 (unaudited) (436) - - - (436)
Net book value
At 30 June 2024 (unaudited) 2,995 6,804 1,286 15,280 26,365
At 31 December 2023 3,266 5,443 1,428 15,280 25,417
Software licences and similar assets Separately identifiable intangible assets
Client contracts
Goodwill Total
£'000 £'000 £'000 £'000 £'000
Cost 6,399 4,773 3,237 16,569 30,978
At 1 January 2023
Additions 852 4,148 333 119 5,452
On disposal of subsidiary - (74) (255) (1,408) (1,737)
Disposals (182) - - - (182)
Exchange differences (3) 5 - - 2
At 31 December 2023 7,066 8,852 3,315 15,280 34,513
Amortisation (2,496) (2,082) (1,581) - (6,159)
At 1 January 2023
Charge (1,078) (1,334) (519) - (2,931)
On disposal of subsidiary - 12 213 - 225
Disposals 182 - - - 182
Exchange differences - (5) - - (5)
At 31 December 2023 (3,392) (3,409) (1,887) - (8,688)
Accumulated impairment losses (408) - - - (408)
At 1 January 2023
At 31 December 2023 (408) - - - (408)
Net book value
At 31 December 2023 3,266 5,443 1,428 15,280 25,417
At 31 December 2022 3,495 2,691 1,656 16,569 24,411
Client contracts comprise the directly attributable costs incurred at the
beginning of an Early Payment Scheme Service contract to revise a client's
existing payment systems and provide access to the Group's software and other
intellectual property. These implementation costs are comprised primarily of
employee costs.
The useful economic life for each individual asset is deemed to be the term of
the underlying Client contract (generally 5 years) which has been deemed
appropriate and for impairment review purposes, projected cash flows have been
discounted over this period.
The amortisation charge is recognised in fee expenses within the statement of
comprehensive income, as these costs are incurred directly through activities
which generate fee income.
Software, licenses and similar assets comprises separately acquired software,
as well as costs directly attributable to internally developed platforms
across the Group. These directly attributable costs are associated with the
production of identifiable and unique software products controlled by the
Group and are probable of producing future economic benefits. They primarily
include employee costs and directly attributable overheads.
A useful economic life of 3 to 5 years has been deemed appropriate and for
impairment review purposes projected cash flows have been discounted over this
period.
The amortisation charge is recognised in depreciation and amortisation on
non-financial assets within the statement of comprehensive income.
Goodwill and "Separately identifiable intangible assets" arise from
acquisitions made by the Group.
10. Property, plant and equipment
Fixtures & Computer equipment Right-of-Use Asset
fittings Total
Group £'000 £'000 £'000 £'000
Cost 162 276
At 1 January 2024 103 541
Additions - 17 387 404
Disposals (80) - - (80)
Exchange differences (1) - - (1)
At 30 June 2024 81 120 663 864
Depreciation (93) (74) (99) (266)
At 1 January 2024
Charge (15) (11) (60) (86)
Disposals 64 - - 64
Exchange differences 1 - - 1
At 30 June 2024 (43) (85) (159) (287)
Net book value
At 30 June 2024 38 35 504 577
At 31 December 2023 69 29 177 275
Fixtures & Computer equipment Right-of-Use Asset
fittings Total
Group £'000 £'000 £'000 £'000
Cost 139
At 1 January 2023 96 276 511
Additions 21 21 - 42
On disposal of subsidiary - (13) - (13)
Disposals 2 (1) - 1
At 31 December 2023 162 103 276 541
Depreciation (60) (61) (44) (165)
At 1 January 2023
Charge (32) (20) (55) (107)
On disposal of subsidiary - 6 - 6
Exchange differences (1) 1 - -
At 31 December 2023 (93) (74) (99) (266)
Net book value
At 31 December 2023 69 29 177 275
At 31 December 2022 79 35 232 346
11. Loans and advances
30 June 2024 31 December 2023
(Unaudited) (Audited)
£'000 £'000
Total loans and advances 4,913 7,407
Less: loss allowance (377) (173)
4,536 7,234
Past due receivables relating to loans and advances are analysed as follows:
30 June 2024 31 December 2023
(Unaudited) (Audited)
£'000 £'000
Neither past due nor impaired 4,532 7,082
Past due: 0-30 days - 6
Past due: 31-60 days 28 22
Past due: 61-90 days - 14
Past due: more than 91 days - 105
Impaired (24) 5
4,536 7,234
The financial risk management procedures disclosed in the 31 December 2023
audited financial statements have been and remain in place for the period to
30 June 2024.
12. Share capital
Share Capital Total
£'000 £'000
105,861,687 shares at £0.91 per share at 30 June 2024 (unaudited) 96,334 96,334
All ordinary shares carry equal entitlements to any distributions by the
Company. No dividends were proposed by the Directors for the period ended 30
June 2024.
13. Borrowings
30 June 2024 31 December 2023
(Unaudited) (Audited)
£'000 £'000
Loans due within one year 2,959 6,157
Loans due in over one year 1,140 1,047
4,099 7,204
Movements in borrowings during the period/year
The below table identifies the movements in borrowings during the period/year.
£'000
Balance at 1 January 2024 7,204
Funding drawdown 450
Interest expense 332
Origination fees paid (6)
Repayments (3,595)
Interest paid (282)
Exchange differences (4)
Balance at 30 June 2024 (Unaudited) 4,099
Balance at 1 January 2023 18,547
Funding drawdown 7,619
Interest expense 557
Origination fees paid (56)
Repayments (2,170)
Interest paid (416)
Disposal of subsidiary (16,874)
Exchange differences (3)
Balance at 31 December 2023 (Audited) 7,204
14. Earnings per share
Earnings per share is calculated by dividing the earnings attributable to
ordinary shareholders by the weighted average number of ordinary shares in
issue during the period/year.
The calculation of the basic and adjusted earnings per share is based on the
following data:
6 months ended 6 months ended Year ended 31 December 2023
30 June 2024 30 June 2023 (Audited)
(Unaudited) (Unaudited) £'000
£'000 £'000
Number of shares
At period/year end 105,861,687 94,182,943 105,836,687
Weighted average 105,843,692 94,182,943 99,770,355
Earnings attributable to ordinary shareholders £'000 £'000 £'000
Profit/(loss) after tax attributable to the owners of TruFin plc 3,023 (5,995) (6,472)
Earnings per share Pence Pence Pence
Basic 2.9 (6.4) (6.5)
Diluted 2.6 (6.4) (6.5)
Basic from continuing operations 2.9 (5.2) (5.3)
Diluted from continuing operations 2.6 (5.2) (5.3)
Adjusted Basic* 3.3 (5.2) (4.6)
* adjusted excludes share-based payment expense and loss from discontinued
operations from loss after tax
Management has been granted 9,601,579 share options in TruFin plc (See note 6
for details).
15. Related party disclosures
Transactions with directors
Key management personnel disclosures are provided in notes 5 and 6.
During the period, the Group made loans to Storm Chaser UG, a company based in
Germany. Storm Chaser UG is 100% owned by Storm Chaser Games - an associate
company of Playstack (see note 1). The balance of the loans including interest
at the reporting date was £969,000 (2023: £940,000)
16. Post balance sheet events
No reportable post balance sheet events.
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