REG - Eurowag - Preliminary results for the year ended 31 Dec 2024
25/03/2025 07:15
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RNS Number : 9717B Eurowag 25 March 2025
LEI:
213800HU63CWV5J8YK95
25 March 2025
W.A.G payment solutions plc ("Eurowag" or the "Group")
Preliminary results for the year ended 31 December 2024
Consistent double-digit growth, strong cash generation and significant
decrease in net leverage
W.A.G payment solutions plc ("Eurowag" or the "Group") today announces its
preliminary results for the year ended 31 December 2024.
Full year financial and operational highlights
· Total net revenue(1) +14.0% to €292.5m (FY 2023: €256.5m).
o Payment solutions net revenue(1) +13.6% to €166.9m, supported by strong
growth from toll revenues +50.2% and 10.8% growth in active payment solutions
trucks.
o Mobility solutions net revenue +14.6% to €125.6m, as a result of growth
across our fleet management and work time management solutions and the
annualisation of Inelo.
· Adjusted EBITDA(1) +12.0% to €121.7m (FY 2023: €108.7m), with an adjusted
EBITDA margin(1) of 41.6% (FY 2023: 42.4%)
· Adjusted cash EBITDA(1) of €88.7m, +23.2% (FY 2023: €72.0m).
· Adjusted profit before tax(1) decreased to €46.3m (FY 2023: €56.7m) due to
higher finance costs and amortisation from intangibles. Statutory profit
before tax increased to €11.7m (FY 2023: loss of €39.3m) with last year
impacted by a non-cash goodwill impairment.
· Strong cash generation reduced net debt(1) to €275.5m (FY 2023: €316.8m)
with net leverage(2) at 2.3x (FY 2023: 2.9x), back within our target range of
1.5x-2.5x.
· As a result of outperformance in cash generation, a special dividend of 3.0p
per share, representing around €25.0m, to be proposed and subject to
approval at the AGM in May 2025.
Commenced phased rollout of industry-first integrated platform, Eurowag Office
· Capital expenditure of €46.0m (FY 2023: €50.9m), of which €35.0m (FY23:
38.0m) was capitalised R&D investment in the development and integration
of our products and technology, including Eurowag Office, which got launched
to the market in Q4 2024.
· Phased migration already started, with existing fleet management and
navigation solutions and a cohort of customers onto the platform with
live-user testing.
Martin Vohánka, Founder and CEO, commented:
"Eurowag has had another strong year with double-digit net revenue growth,
strong profitability and outperformance in cash generation. This has all been
possible against a challenging macroeconomic backdrop, which makes me even
more proud of what the teams have achieved.
Looking forward, I remain confident in the future growth prospects for the
business and delivering our FY 2025 guidance. The continued rollout of our new
integrated platform will not only bring many benefits for our valued
customers, but it will also accelerate our ability to cross-sell products and
unlock further business efficiencies. This in turn drives our ability to
deliver positive returns to our shareholders."
FY 2024 financials
Key statutory financials FY 2024 FY 2023 YoY growth (%)
Revenue (€m) 2,236.6 2,088.1 7.1%
Profit before tax (€m) 11.7 (39.3) 129.8%
Basic EPS (cents/share) 0.39 (6.62) 105.9%
Net revenue(1) (€m) 292.5 256.5 14.0%
Payment solutions net revenue (€m) 166.9 147.0 13.6%
Mobility solutions net revenue (€m) 125.6 109.5 14.6%
Alternative performance measures (1) FY 2024 FY 2023 YoY growth (%)
Adjusted EBITDA (€m) 121.7 108.7 12.0%
Adjusted EBITDA margin (%) 41.6% 42.4% (0.8)pp
Adjusted cash EBITDA (€m) 88.7 72.0 23.2%
Adjusted basic EPS (cents/share) 4.65 6.49 (28.4)%
FY 2024 operational KPIs
FY 2024 FY 2023 YoY growth
New Group KPIs
Total active trucks(3) 302,076 274,715 10.0%
Average number of products per truck(3) 2.7 2.5 0.2
Net promoter score (points) 40 39 1pt
Subscription revenue (%) 26.8 26.6 0.2pp
Payment solution KPIs
Average active payment solutions customers(4) 20,459 18,379 11.3%
Average active payment solutions trucks(4) 103,988 93,882 10.8%
Payment solutions transactions(5) 46.1m 37.4m 23.3%
Outlook and FY 2025 guidance
Eurowag has a proven track record of delivering double-digit organic growth,
despite the economic pressures seen across the CRT industry over the last few
years. Looking ahead, we are starting to see some signs of economic recovery
in the first quarter with the load spot market and kilometres driven improving
in some of our larger markets such as Poland; however the macro outlook across
Europe remains uncertain. Notwithstanding this we remain confident in our
business model, our ability to cross-sell and the delivery of the integrated
platform, all of which underpin the Group's confidence in delivering its FY
2025 guidance and continued strong cash generation.
In-line with prior guidance, we expect low-teen net revenue growth and to
maintain EBITDA margin. Going forward capitalised R&D will be capped at
€50m, excluding investment in infrastructure and onboard units ("OBUs"). As
a result, we expect Adjusted Cash EBITDA to be between €90m and
€100m. The net leverage(2) ratio will fall to around 2.0x, after the
payment of the proposed special dividend of €25.0m, remaining within our
target range of 1.5x-2.5x.
The Board will continue to evaluate the cash generation of the business and
ensure priority is given to investing in the business in-line with its stated
capital allocation priorities, before returning any further cash to
shareholders.
Notes:
1. Please refer to the Performance review section and see Note 2
Alternative Performance Measures ("APMs") of the accompanying financial
statements. The Group used "Net revenue", defined as revenue less costs of
goods sold in the Annual Report and in other information supplied to markets,
a subtotal similar to gross profit.
2. Net leverage covenant calculation, as per our bank definition, uses
Adjusted EBITDA for the last twelve months divided by net debt which includes
lease liabilities and derivative liabilities (Note 13).
3. An active truck is defined as a vehicle that has paid for a service
in a given month. Average number of products per truck is defined as the
average number of products used by an active truck in a given month.
4. An active customer or truck is defined as using the Group's payment
solutions products at least once in a given month.
5. Number of payment solutions transactions represents the number of
payment solutions transactions (fuel and toll transactions) processed by the
Group for customers in the period.
Investor and analyst presentation today
Martin Vohánka (CEO) and Oskar Zahn (CFO) will host a virtual presentation
and a Q&A session for investors and analysts today, 25 March 2025, at
9.00am GMT. The presentation and webcast details are available on the Group's
website at https://investors.eurowag.com (https://investors.eurowag.com/)
Please register to attend the investor presentation via the following link:
https://sparklive.lseg.com/WAGPAYMENTSOLUTIONS/events/8a54db57-3052-4e6b-8efb-692c7f18514e/eurowag-2024-full-year-results-announcement-w-a-g-payments-solutions-plc
(https://sparklive.lseg.com/WAGPAYMENTSOLUTIONS/events/8a54db57-3052-4e6b-8efb-692c7f18514e/eurowag-2024-full-year-results-announcement-w-a-g-payments-solutions-plc)
To view the webcast, you will need to register with SparkLive, which should
only take a moment.
Should you want to ask questions at the end of the presentation, please use
the following link:
https://eurowag-2024-full-year-results-announcement-march2025.open-exchange.net/registration
(https://eurowag-2024-full-year-results-announcement-march2025.open-exchange.net/registration)
ENQUIRIES
Eurowag
Carla Bloom
VP Investor Relations and Communications
+44 (0) 789 109 4542
investors@eurowag.com (mailto:investors@eurowag.com)
Sodali & Co
Justin Griffiths, Gilly Lock
IR and international media
+44 (0)20 7100 6451
eurowag@sodali.com
About Eurowag
Eurowag was founded in 1995 and is a leading technology company and an
important partner to Europe's CRT industry, with a purpose to make it clean,
fair and efficient. Eurowag enables trucking companies to successfully
transition to a low carbon, digital future by harnessing all mission critical
data, insights and payment and financing transactions into a single ecosystem
and connects their operations seamless before a journey, on the road and
post-delivery. investors.eurowag.com (https://investors.eurowag.com)
Chief Executive Officer's review
After another pivotal year at Eurowag, I am proud of how much progress the
business has made in delivering the market's first end-to-end digital platform
for the CRT industry.
We are in the key stages of transforming our business from what was a fuel
card company only a few years ago to a data-centric and AI driven company,
changing Europe's CRT industry for good and supporting it to become clean,
fair and efficient. The European road transport industry supports 75% of the
physical goods economy(1); it represents 5% of GDP(2) and provides employment
to 20 million people(3). Despite the scale and importance of this industry,
trucking companies face many challenges today, and only a few companies are
able to resolve them. At Eurowag, we focus on nothing else but tackling
these challenges at their root cause and are fully committed to supporting the
transformation of this industry to net zero by 2050. Our vision is about the
total digitisation of the industry, which will help support the fragmented
ecosystem, decarbonisation and low profitability, and create a better
workforce environment.
Financial highlights
We have made significant steps forward across the business this year whilst
delivering strong financial results against a challenging macro backdrop.
Total net revenue for the full year was €292.5m(FY 2023: €256.5m),
representing 14.0% year-on-year growth, in-line with our guidance and
significantly ahead of market growth indicators. To gauge general market
conditions, we look at both toll mileage and the Product Manufacturing Index
("PMI") in Germany, Europe's largest market, which was flat to declining(4) in
2024. Net revenue growth in the year would have been 9.9%, assuming a full
year contribution from Inelo from 1 January 2023(5). Both our payment
solutions and mobility solutions grew double digits, demonstrating our
products and services are truly mission critical to our customers. Despite the
slow growth across Europe and headwinds in the spot freight market with less
kilometres driven, we were still able to grow the number of active payment
solutions trucks and active payment solutions customers, by 10.8% and 11.3%
respectively. Our total number of active trucks at the end of the year was
302,076, a 10.0% increase from last year.
Our Adjusted EBITDA margins were broadly flat on last year at 41.6% (FY 2023:
42.4%), despite navigating through the integration of our acquired businesses
as well as investment in transforming our own internal systems and processes.
Adjusted Cash EBITDA grew 23.2% to €88.7m reflecting the strong cash
generation of the Group. Overall, the Group delivered an Adjusted profit
before tax of €46.3m (FY 2023: €56.7m), with statutory profit before tax
increasing to €11.7m (FY 2023: loss of €39.3m) with last year impacted by
a non-cash goodwill impairment. This year, we focused on cash generation and
deleveraging and were able to reduce our Net leverage to 2.3x, down from 2.9x
at the end of 2023.
Building an integrated platform
As we built and acquired different product capabilities over the last few
years, it became even more apparent that our customers are in need of a
digital solution allowing them to streamline workflows via one click
solutions, from order to cash. Today, planning a job to completion is
delivered through manual processes and 10 or more systems that do not connect
to each other. Even before the Eurowag Office official launch in September
2024 at the IAA Expo in Hanover, we started to populate the platform with our
original products, such as fleet management and transport management
solutions, including navigation, which was followed by the migration of a
small cohort of customers. Using a staged approach, we are significantly
reducing the execution risk and are able to get instant customer feedback
about the user experience of the platform, which we can update in real time.
Customer feedback is key to the success of this platform, and we were pleased
to receive very promising feedback at the IAA Expo, as well as from three
truck manufacturers which we have partnered with to include our navigation
solution within their dashboard infotainment systems. This is the first step
for Eurowag to connect directly with a customer when they acquire a new truck,
and gives us the opportunity to cross sell Eurowag Office. We are now in
discussion with the manufacturers about how we can evolve our co-operation,
through expanding our product offering by converting customers into the full
Eurowag Office product suite over time, as well as engaging with truck
dealerships. This is a new sales channel for us, and one we are very excited
about.
Whilst our focus is to continue building and enhancing our integrated
platform, we continue to invest in our current products and services in order
to retain customers as well as keep growing the business. This year we
expanded our energy network to around 15,000 stations, as well as supported
our customers' transition to alternative fuels. Our European Electronic Toll
Solution ("EETS") is another product in which we have invested in this year
and we are starting to see the returns, with our net revenues from tolls
almost doubling. During the year we expanded our EETS network to Slovakia,
taking the total markets with EETS licences to 11, whilst our European
coverage for toll services, including national, is 23 countries.
Sustainability
In 2024, we continued to focus on our sustainability action plan and its four
pillars: climate action, customer success and wellbeing, community impact and
responsible business.
During the year, we have made material progress in defining and building our
Decarbonisation as a Service offering, including customer advisory, fleet
renewal, green fuel corridors and accessibility to an alternative fuel network
and the measurement and reporting of CO(2) emissions for customers. This is a
growing area of commercial focus for us, as more customers seek a trusted
partner to help them navigate the upcoming transformation of the industry and
meet the evolving demands of their partners, including compliance with
legislation changes.
Eurowag offers the largest network of hydrotreated vegetable oil(6) ("HVO")
for heavy-duty vehicles in Europe, and during 2024 it opened up the first HVO
corridor in Central Eastern Europe. Our liquefied natural gas(7) ("LNG")
network now covers 60% of all LNG stations across Europe, and during the year
we became the first CRT-focused eMobility Service Provider ("eMSP") offering
Charging as a Service. We have expanded our HVO and bioLNG refuelling network
and saw a 63-fold increase in the HVO volume compared to last year and
achieved 20% bioLNG coverage in our LNG network across Europe; our active
alternatively fuelled trucks in the portfolio increased to 1,537 in 2024 (780
in 2023).
We have also become an official member of the International Sustainability and
Carbon Certification ("ISCC") programme. This prestigious certification is a
key industry standard for carbon certification and is essential for selling
alternative fuels.
We continue expanding our community impact programme, while developing four
new charity partnerships, running our largest-ever employee-led philanthropy
initiative (1,295 employees donated €259,000 to over 275 good causes across
17 countries) and donating emergency relief following local disasters in our
communities and markets.
People
As the Group becomes more tech focused, we have also invested in our Senior
Leadership Team. I am delighted with the appointments of our new Chief
Operations Officer, Felipe Alves, and Chief Commercial Officer, Francesco
Nazzarri, both bringing a wealth of experience in tech and transformational
roles. We have also appointed our Chief Strategy Officer, Ivan Jakúbek, who
recently held the joint Chief Commercial Officer position until mid-2024, to
manage and oversee the delivery of the platform as Chief Strategy and Product
Officer. This will ensure stability and continuity in another pivotal year for
the delivery of our platform.
Our People and Culture Ambassadors Network continued its work to drive
engagement and improve employee experience. In 2024, we refreshed our Culture
Manifesto, which redefines and reinforces the shared beliefs and behaviours
that unite all Eurowag employees. Throughout the Group, we continued the work
started in previous years to foster a safe environment for all our colleagues,
which come from so many different cultures and backgrounds.
In June we hosted a Women's Summit through our Women's Network, where we were
joined by our brand ambassador, Iwona Blecharczyk, who shared insights into
her transformative career journey.
In January 2025, as part of Eurowag's ongoing succession planning, Paul
Manduca, Chairman, and Sharon Baylay-Bell, Chair of the Remuneration
Committee, indicated their intention to step down from the Board. When Paul
steps down at the AGM in May 2025, he will be succeeded by Steve Dryden, who
has served as the Chair of our Audit and Risk Committee since joining the
Board in June 2023, and Sharon, who stepped down in February 2025, has been
succeeded by Sophie Krishnan as Remuneration Committee Chair. I am grateful to
Paul for the experience and insights he has brought as Chairman over the last
four years as a listed company and I would also like to thank Sharon for the
significant role she played in our success.
Priorities for the year ahead
Whilst we still see macro headwinds across Europe in 2025, we remain confident
that what we are trying to achieve by digitising the CRT industry is unique
and creates massive opportunities ahead. This year our focus will be about
migrating Eurowag key products onto the platform, with toll, energy payments
and eWallet being a priority. The other area of focus is evolving our indirect
sales channel with our truck manufacturing partners, creating a digital
onboarding experience for new customers, as well as getting commercial terms
in place with truck distribution outlets across Europe. Finally, the delivery
of the integrated platform and continued investment in strengthening our
internal systems and processes underpin the Group's confidence in delivering
meaningful returns to both customers, shareholders and the broader society in
the medium term.
(Notes:)
(1. CVDD, page 40, issued 05/2021, BSG.)
(2. Eurostat.)
(3. Eurostat / Internal company estimate.)
(4. Source: truck toll mileage index and PMI, Federal Statistical
Office, Wiesbaden.)
(5. Q1 2023 excludes the contribution from Inelo, which was acquired
on 15 March 2023.)
(6. HVO is a biofuel made by the hydrocracking or hydrogenation of
vegetable oil. These methods can be used to create substitutes for gasoline,
diesel, propane, kerosene and other chemical feedstock. Diesel fuel produced
from these sources is known as green diesel or renewable diesel.)
(7. Liquefied natural gas is natural gas that has been cooled down to
liquid form. Natural gas burns significantly cleaner and produces lower
emissions of sulphur, nitrogen and carbon dioxide into the atmosphere.)
Financial review
Another strong financial performance from the Group driven by increased net
revenue and cost efficiencies. Net revenue performance was supported by
payment solutions growth of 13.6% and mobility solutions growth of 14.6%. Net
revenue growth in the period would have been 9.9%, assuming a full year
contribution from Inelo from 1 January 2023. Our adjusted EBITDA increased by
12.0% to €121.7m (FY 2023: €108.7m) and the Adjusted EBITDA margin
decreased slightly to 41.6% (FY 2023: 42.4%), in part due to higher credit
losses in the year. Adjusted cash EBITDA increased by 23.2% to €88.7m (FY
2023: €72.0m) as a result of higher EBITDA and slightly lower capitalised
R&D spend.
On a statutory basis, the Group reported a profit before tax of €11.7m (FY
2023: loss of €39.3m), an increase of 129.8% year-on-year, mainly as a
result of a goodwill impairment in FY 2023 of €56.7m which didn't reoccur in
FY 2024. Basic EPS increased by 105.9% to 0.39 cents per share (FY 2023: 6.62
cents loss per share). Adjusted basic EPS decreased year-on-year to 4.65 cents
per share (FY 2023: 6.49 cents) driven by lower Adjusted net profit
attributable to equity holders.
The above trading performance contributed to a positive Net debt reduction to
€275.5m (FY 2023: €316.8m) and an improved Net leverage ratio of 2.3x (FY
2023: 2.9x).
Performance review
As in prior years, adjusted and other performance measures are used in this
announcement to describe the Group's results. Adjustments are items included
within our statutory results that are deemed by the Board to be one-off by
virtue of their size and/or nature. Our adjusted measures are calculated by
removing such adjustments from our statutory results. Note 2 of the
accompanying financial statements includes reconciliations.
Adjusted Adjusting items FY 2024 Adjusted Adjusting FY 2023
(€m) Items
(€m) (€m) (€m) (€m) (€m)
Net revenue 292.5 - 292.5 256.5 - 256.5
EBITDA 121.7 14.8 106.9 108.7 78.9 29.8
EBITDA margin (%) 41.6% - 36.5% 42.4% - 11.6%
Depreciation, amortisation and impairments (45.7) 19.8 (65.5) (40.4) 17.1 (57.5)
Share of net loss of associates (0.7) - (0.7) (0.5) - (0.5)
Operating profit/(loss) 75.3 34.6 40.7 67.8 96.0 (28.2)
Finance income 2.7 - 2.7 14.7 - 14.7
Finance costs (31.7) - (31.7) (25.8) - (25.8)
Profit/(loss) before tax 46.3 34.6 11.7 56.7 96.0 (39.3)
Income tax (14.0) (5.2) (8.8) (10.0) (5.8) (4.2)
Profit/(loss) after tax 32.3 29.4 2.9 46.7 90.2 (43.5)
Loss after tax from discontinued operations - - - (0.5) - (0.5)
Basic earnings per share (cents) 4.65 0.39 6.49 (6.62)
Revenue
FY 2024 FY 2023 YoY YoY
(€m) (€m) (€m) change (%)
Revenue 2,236.6 2,088.1 148.5 7.1%
Payment solutions 2,111.0 1,978.6 132.4 6.7%
Mobility solutions 125.6 109.5 16.1 14.6%
Net revenue 292.5 256.5 36.0 14.0%
Payment solutions 166.9 147.0 19.9 13.6%
Mobility solutions 125.6 109.5 16.1 14.6%
The Group's revenue increased by 7.1% year-on-year to €2,236.6m, driven
mainly by higher volumes partially offset by lower fuel prices (a
corresponding increase was reported for costs of energy sold). Revenue is
reported net of Toll volumes charged to customers on behalf of Toll Operators.
Revenue, including Toll charges and net of customer discounts, was €3,751.9m
(FY 2023: 3,214.2m) and grew by 16.7%, as a result of our geographical
expansion of our EETS Toll solution and the new CO(2) charges imposed on
drivers in Germany and Austria.
The Group delivered double-digit net revenue growth of 14.0% to €292.5m, of
which €53.1m was contributed by Inelo. Payment solutions net revenue grew by
13.6% year-on-year. As mentioned above, this increase reflects strong growth
in toll net revenues of 50.2%, primarily as a result of new CO(2) charges in
Germany and Austria, as well as strong EVA sales due to geographical expansion
of our EETS solution. Mobility solutions net revenue grew by 14.6%
year-on-year, reflecting growth across transport management, work time
management and fleet management solutions, as well as the annualisation of
Inelo.
Corporate expenses
Statutory operating expenses decreased by €33.1m to €251.1m (FY 2023:
€284.2m). If we exclude the impact of goodwill impairment in FY 2023, there
was an increase in statutory operating expenses driven by increased
depreciation and amortisation, higher impairment losses of financial assets
and increased operational spend to support net revenue growth. Further details
are provided below.
Adjusted Adjusting items FY 2024 Adjusted Adjusting items FY 2023
(€m) (€m)
(€m) (€m) (€m) (€m)
Employee expenses 92.3 3.4 95.7 85.1 11.7 96.8
Impairment losses of financial assets 13.6 - 13.6 8.9 - 8.9
Impairment losses of non-financial assets - - - 0.0 56.7 56.7
Technology expenses 15.6 5.6 21.2 13.9 5.0 18.9
Other operating expenses 54.1 5.8 59.9 50.0 5.5 55.5
Other operating income (4.8) - (4.8) (10.1) - (10.1)
Total operating expenses 170.8 14.8 185.6 147.8 78.9 226.7
Depreciation and amortisation 45.7 19.8 65.5 40.4 17.1 57.5
Total 216.5 34.6 251.1 188.2 96.0 284.2
Adjusted total operating expenses increased by €23.0m to €170.8m, of which
€5.2m related to the annualisation of Inelo. Adjusted employee expenses
increased by 8.4% year-on-year to €92.3m. This increase was driven by salary
increases as well as hiring the right people to support the business through
the next phase of our transformation. Impairment losses of financial assets
increased to €13.6m (FY 2023: €8.9m) as a result of higher-than-expected
company insolvencies, particularly in markets such as Poland, Romania, Hungary
and Portugal, peaked in the first half the year. The credit loss ratio
increased marginally to 0.4% from 0.3% as the Group has robust credit risk
management and cash collection processes. Adjusted technology expenses
increased by 12.2% year-on-year to €15.6m (FY 2023: €13.9m) reflecting the
Group's focus on technology transformation and cloud transition. Other
operating income decreased by 52.5% year-on-year to €4.8m (FY 2023:
€10.1m); last year's balance included a favourable FX forward gain of
€8.0m, while in this year's balance, €3.0m relates to a legal settlement
of a dispute following an acquisition. Adjusted depreciation and amortisation
grew by 13.1% year-on-year to €45.7m (FY 2023: €40.4m), primarily due to
the amortisation of acquired assets of Inelo.
Adjusting items
In FY 2024, the Group incurred costs of €34.6m (FY 2023: €96.0m), which
were considered Adjusting items and have been excluded when calculating
Adjusted EBITDA and Adjusted profit before tax. These are summarised below:
FY 2024 (€m) FY 2023 (€m)
M&A-related expenses 6.3 4.4
ERP implementation(1) and integration expenses 6.3 5.3
Strategic transformation expenses(1) - 1.8
Share-based compensation 2.2 6.5
Impairment losses of non-financial assets - 56.7
Restructuring costs - 4.2
Adjusting items in operating expenses 14.8 78.9
Adjusting Items in depreciation and amortisation 19.8 17.1
Total Adjusting items 34.6 96.0
Note:
1. With the conclusion of the transformation programme at the end of
2023, with the exception of the SAP implementation, expenses are no longer
categorised as strategic transformation expenses. As a result, FY 2023 SAP
related costs of €5.3m have been reclassified as an ERP implementation
expenses.
M&A-related expenses are primarily professional fees in relation to
exploring opportunities for future growth but also includes a €2m settlement
agreement with the Inelo shareholders. ERP implementation and integration
expenses were €6.3m in the year, of which €6.1m (FY 2023: €5.3m) relates
to the ERP implementation. We anticipate a further €13m of expenses relating
to this implementation until the end of 2026. Strategic transformation
expenses relating to integration costs of Inelo were negligible this year,
compared to last year of €1.8m.
Share-based compensation primarily relates to compensation provided prior to
the IPO. These legacy incentive plans comprise of a combination of cash and
share-based payments. No further share-based compensation adjusting expenses
are expected in the future. Amortisation charges of €19.8m relate to the
amortisation of acquired intangibles in FY 2024 (FY 2023: €17.1m); the
increase is due to the annualisation of Inelo.
Net finance expense
Net finance expense in FY 2024 amounted to €29.0m (FY 2023: €11.1m).
Finance costs increased mainly as a result of a full 12 months of debt
following the Inelo acquisition together with higher factoring fees. Finance
income reduced in-line with expectations as FY 2023 income included a gain
arising from a change in functional currency of our payment solutions Czech
entity in 2023.
Taxation
The Group's Adjusted effective tax rate increased to 30.3% (FY 2023: 17.6%)
primarily due to higher non-deductible interest expense relating to
acquisition loans, increased rates in key tax regimes where the Group
operates, reduced positive impact from foreign currency changes and some
additional charges relating to previous years. Corporate income tax in the
Czech Republic increased from 19% in 2023 to 21% in 2024; in the UK the rate
increased from 19% on 5 April 2023 to 25%, and in Slovenia the rate increased
from 19% in 2023 to 22% in 2024, while in Spain the rate remains at 24%.
Further details can be found in Note 7 of the accompanying financial
statements.
EPS
Adjusted basic EPS decreased by 28.4% to 4.65 cents per share (FY 2023: 6.49
cents per share). Despite achieving an increased EBITDA, higher depreciation
and amortisation together with increased finance expenses and tax led to an
overall decrease. Basic EPS for 2024 was 0.39 cents per share, a 105.9%
year-on-year increase.
Pay-out of deferred consideration and acquisition of non-controlling interests
In 2024, the Group paid deferred acquisition considerations of €9.8m in
respect of subsidiaries and €27.5m in respect of non-controlling interests.
Refer to Note 9 of the financial statements.
Cash and adjusted cash EBITDA performance
During the period, the Group reported a net debt inflow of €41.3m (FY 2023:
outflow of €319.6m). The basis of deriving this net debt movement is set out
below:
Management free cash flow FY 2024 FY 2023
(€m) (€m)
Adjusted EBITDA 121.7 108.7
Non-cash items in Adjusted EBITDA 14.8 10.6
Tax (11.5) (9.3)
Net interest (23.7) (17.2)
Working capital 46.0 (44.4)
Free cash 147.3 48.4
Adjusting items - cash (9.1) (18.0)
Capital expenditure(1) (45.7) (48.5)
Payments related to previous acquisitions (37.3) (297.7)
Repayment of lease obligations (5.2) (5.4)
Other(2) (8.7) 1.5
Movement in net debt inflow/(outflow) 41.3 (319.6)
Opening Net debt/cash(3) (316.8) 2.8
Closing Net debt/cash(3) (275.5) (316.8)
Note:
1. Includes proceeds from sale of assets.
2. Other includes finance costs relating to factoring and bank
guarantees, FX movements, and other non-cash adjusting items.
3. Please refer to Note 2 Alternative Performance Measures (APM's) of
the accompanying financial statements.
As at 31 December 2024, the Group's net debt position stood at €275.5m,
compared with €316.8m as at 31 December 2023.
Tax paid increased to €11.5m (FY 2023: €9.3m), primarily due to increased
profitability together with increased payments on account required in
jurisdictions such as the Czech Republic (€4.6m) and Poland (€2.8m).
Interest paid increased to €24.4m (FY 2023: €17.4m), reflecting a full
year cost of debt following the Inelo acquisition. Interest costs are expected
to reduce as the Group continues to focus on reducing its Net leverage
position.
Non-cash items in Adjusted EBITDA predominantly relate to the add back of
share awards issued post-IPO and provision movements relating to credit losses
of €14.8m (FY 2023: €10.6m).
Net working capital concluded with an inflow of €46.0m (FY 2023: outflow of
€44.4m) driven mainly by a decrease in trade and other receivables.
Following the working capital outflow in FY 2023, mainly due to challenging
supply conditions in Spain, the Group worked hard to implement numerous cash
flow and liquidity initiatives which are reflected in a stable trade payables
position despite further growth in revenues. Inventory levels remained broadly
in line with the prior year. Improved cash collections at year end were
assisted by the last two working days falling during the week, as opposed to a
weekend the previous year. This additional time allowed us to collect a higher
amount of cash, process financed tax refunds and recover VAT refunds. This
inflow was partially reduced by an increase in trade and employee-related
liabilities.
Adjusting items relates to ERP implementation expenses together with
M&A-related expenses as outlined in Note 2.
Adjusted Cash EBITDA grew 23.2% to €88.7m (FY 2023: €72.0m) as a result of
adjusted EBITDA growing by 12.0% year on year and lower capitalised R&D
spend of €35.0m compared to €38.0m last year.
Capital expenditure
Capital expenditure in 2024 amounted to €46.0m (FY 2023: €50.9m), with
continued investment in developing and maintaining our products as well as the
development and integration of Eurowag Office. Capitalised R&D spend was
€35.0m (FY 2023: €38.0m), of which €24.4m was spent on products and the
Eurowag Office and €10. 6m on development of our technology and data systems
which are the foundation of the integrated platform and will enable us to
scale. The remaining capital expenditure included €7.2m on OBUs which are a
large driver of revenue growth and €3.8m on infrastructure which mainly
relates to our legacy truck parks, buildings and IT hardware.
Capital allocation and proposed special dividend
The Group's capital allocation priorities, in order of importance, are to
focus on investment in the business to deliver strong organic growth and
operational efficiencies, as well as deleveraging. The Group has guided
capitalised R&D to be capped at €50m per year going forward, and this
will be invested in delivery of the platform, which includes maintenance and
development of the various products, as well as streamlining technologies and
systems across the various acquired businesses. With large acquisitions behind
us, the Group will consider smaller bolt-on opportunities that add new
products to the platform or accelerate the number of trucks added to the
platform.
Following the strong outperformance in cash generation in FY 2024, the Board
is proposing a 3.0p special dividend per share. Subject to shareholders'
approval on 22 May 2025, the ex-dividend date for shareholders for the special
dividend is Thursday 26 June 2025 and the record date is 27 June 2025, and the
dividend is payable on 3 July 2025.
Our target for net leverage will remain at 1.5x-2.5x. Net leverage is expected
to fall to around 2.0x in FY 2025, after the payment of the proposed special
dividend. The Board will continue to focus on and evaluate the cash generation
of the business and ensure flexibility of investment in the business is
maintained, before considering the return of any further cash to shareholders.
Financing facility and covenants
The Group reduced its net debt position to €275.5m (FY 2023: €316.8m)
delivering an improved net leverage ratio of 2.3x (FY 2023: 2.9x) which is now
within the Board's target range of 1.5x-2.5x. As at 31 December 2024, the
Group was compliant with all its financial covenants as shown in the table
below.
Covenant Calculation Target Actual
31 December 2024
Interest cover The ratio of Adjusted EBITDA to finance charges Min. 3.50(1) 4.24
Net leverage The ratio of total net debt to Adjusted EBITDA Max. 3.75(2) 2.34
Adjusted net leverage The ratio of the Adjusted total net debt to Adjusted EBITDA Max. 6.50 3.77
(1) The Group agreed a lower interest cover from 4.0 to 3.5x in
December 2024.
(2) The covenant shall not exceed 3.50 in 2025 and onwards.
The Group also manages its working capital needs through the use of
uncommitted factoring facilities, with average financing limits of €138.7m
and average utilisation of 77.1% (FY 2023: €130.0m and 70.2% respectively),
together with the use of uncommitted reverse factoring facilities in Spain
with year-end financing limits of €35.0m and year end utilisation of
€18.5m. The Group has a proactive approach to maintaining a strong financial
position and has demonstrated its ability to optimise working capital.
Risk management
Risk identification, assessment and management are central to the Group's
internal control environment. A risk management framework enables the Group to
identify, evaluate, address, monitor, and report effectively the risks faced
and achieve a balance between risks and opportunities.
The principal risks, together with details on trends, exposure and the
mitigation measures implemented will be included in the 2024 Annual Report and
Accounts.
Consolidated income statement
For the year ended 31 December
2024 2023*
Adjusted Adjusting items** Total Adjusted Adjusting items** Total
Note €000 €000 €000 €000 €000 €000
Revenue 3 2,236,573 - 2,236,573 2,088,107 - 2,088,107
Cost of sales (1,944,035) - (1,944,035) (1,831,577) - (1,831,577)
Net Revenue 292,538 - 292,538 256,530 - 256,530
Operating expenses (207,719) (34,588) (242,307) (189,398) (39,365) (228,763)
Other operating income 4 4,777 - 4,777 10,089 - 10,089
Impairment losses of financial assets (13,578) - (13,578) (8,884) - (8,884)
Impairment losses of non-financial assets - - - - (56,663) (56,663)
Share of net loss of associates accounted for using the equity method (746) - (746) (504) - (504)
Operating profit/(loss) 75,272 (34,588) 40,684 67,833 (96,028) (28,195)
Finance income 5 2,679 - 2,679 14,682 - 14,682
Finance costs 6 (31,667) - (31,667) (25,794) - (25,794)
Profit/(loss) before income tax 46,284 (34,588) 11,696 56,721 (96,028) (39,307)
Income tax (expense)/credit 7 (14,036) 5,196 (8,840) (9,988) 5,747 (4,241)
Profit/(loss) from continuing operations 32,248 (29,392) 2,856 46,733 (90,281) (43,548)
Loss after tax for the year from discontinued operations - - - (489) - (489)
Profit/(loss) for the financial year 32,248 (29,392) 2,856 46,244 (90,281) (44,037)
Profit/(loss) attributable to:
Owners of the parent 32,088 (29,392) 2,696 44,644 (90,281) (45,637)
Non-controlling interests 160 - 160 1,600 - 1,600
32,248 (29,392) 2,856 46,244 (90,281) (44,037)
Earnings per share - basic and diluted (Note 8): 2024 2023
cents cents
Basic earnings/(loss) per share 0.39 (6.62)
Diluted earnings/(loss) per share 0.39 (6.62)
*Prior year has been re-presented. See Note 1 for further information.
**Adjusting items are disclosed separately in the financial statements where
it is necessary to do so to provide further understanding of the financial
performance. See Note 2.
Consolidated statement of comprehensive income
For the year ended 31 December
2024 2023
€000 €000
Profit/(loss) for the year Note 2,856 (44,037)
Other comprehensive (expense)/income
Items that may be reclassified to profit or loss
Change in fair value of cash flow hedge recognised in equity (2,605) (7,139)
Exchange differences on translation of foreign operations (2,059) 16,539
Deferred tax related to other comprehensive income - cash flow hedge 351 154
Total items that may be reclassified to profit or loss (4,313) 9,554
Items that will not be reclassified to profit or loss
Changes in fair value of equity investments at fair value through other - (15,475)
comprehensive income
Total items that will not be subsequently reclassified to profit or loss - (15,475)
Total other comprehensive expense (net of tax) (4,313) (5,921)
Total comprehensive expense for the year (1,457) (49,958)
Total comprehensive (expense)/income attributable to:
Owners of the parent (1,617) (51,552)
Non-controlling interests 160 1,594
Total comprehensive expense for the year (1,457) (49,958)
Consolidated statement of financial position
at 31 December
2024 2023
€000 €000
Assets
Non-current assets
Intangible assets 10 517,507 532,404
Property, plant and equipment 56,125 55,760
Right-of-use assets 19,192 22,226
Investments in associates 9 10,973 11,719
Deferred tax assets 9,165 9,564
Other non-current assets 6,479 4,845
619,441 636,518
Current assets
Inventories 15,380 14,903
Trade and other receivables 11 370,967 396,943
Income tax receivables 3,308 2,205
Derivative assets 261 3,425
Cash and cash equivalents 107,430 90,343
497,346 507,819
Total assets 1,116,787 1,144,337
Liabilities
Current liabilities
Trade and other payables 12 406,307 402,834
Borrowings 13 115,380 113,297
Lease liabilities 5,019 4,909
Provisions 2,126 2,529
Income tax liabilities 4,628 3,927
Derivative liabilities 1,183 188
534,643 527,684
Net current liabilities (37,297) (19,865)
Non-current liabilities
Borrowings 13 267,547 293,822
Lease liabilities 14,260 17,417
Provisions 794 1,324
Deferred tax liabilities 26,488 28,878
Derivative liabilities 1,464 3,140
Other non-current liabilities 9,275 9,236
319,828 353,817
Total liabilities 854,471 881,501
Net assets 262,316 262,836
Equity
Share capital 8,120 8,113
Share premium 2,958 2,958
Merger reserve (25,963) (25,963)
Other reserves 114 4,427
Put option reserve (4,657) (22,460)
Retained earnings 281,370 289,380
Equity attributable to equity holders of the Company 261,942 256,455
Non-controlling interests 15 374 6,381
Total equity 262,316 262,836
Consolidated statement of changes in equity
For the year ended 31 December
Attributable to owners of the parent
Note Share capital Share premium Merger reserve Other reserves Put option reserve Retained earnings Total Non-controlling interests Total equity
€000 €000 €000 €000 €000 €000 €000 €000 €000
At 1 January 2023 8,107 2,958 (25,963) 10,342 (12,526) 329,362 312,280 4,283 316,563
(Loss)/profit for the year - - - - - (45,637) (45,637) 1,600 (44,037)
Other comprehensive (expense)/income - - - (5,915) - - (5,915) (6) (5,921)
Total comprehensive income - - - (5,915) - (45,637) (51,552) 1,594 (49,958)
Share options exercised 6 - - - - - 6 - 6
Share-based payments - - - - - 7,604 7,604 - 7,604
Transactions with NCI in subsidiaries 15 - - - - (9,934) (1,949) (11,883) 504 (11,379)
Total transactions with owners recognised directly in equity 6 - - - (9,934) 5,655 (4,273) 504 (3,769)
At 31 December 2023 8,113 2,958 (25,963) 4,427 (22,460) 289,380 256,455 6,381 262,836
Profit for the year - - - - - 2,696 2,696 160 2,856
Other comprehensive (expense)/income - - - (4,313) - - (4,313) - (4,313)
Total comprehensive (expense)/income - - - (4,313) - 2,696 (1,617) 160 (1,457)
Share options exercised 7 - - - - - 7 - 7
Dividends paid - - - - - - - - -
Share-based payments - - - - - 4,354 4,354 - 4,354
Transactions with NCI in subsidiaries 15 - - - - 17,803 (15,060) 2,743 (6,167) (3,424)
Total transactions with owners recognised directly in equity 7 - - - 17,803 (10,706) 7,104 (6,167) 937
At 31 December 2024 8,120 2,958 (25,963) 114 (4,657) 281,370 261,942 374 262,316
Consolidated statement of cash flows
For the year ended 31 December
Note 2024 2023
€000 €000
Cash flows from operating activities
Profit/(Loss) before tax for the year 11,696 (39,796)
Non-cash adjustments:
Depreciation and amortisation 65,471 57,529
Gain on disposal of non-current assets (347) (209)
Interest income 5 (720) (219)
Interest expense 6 23,963 19,787
Movements in provisions (933) 405
Impairment losses of financial assets 13,578 8,884
Movements in allowances inventories 203 3
Impairment of goodwill 10 - 56,663
Foreign currency exchange rate differences (1,799) (7,264)
Fair value revaluation of derivatives and securities (24) (2,114)
Share-based payments 4,354 7,604
Other non-cash items 2,748 477
Operating cash flows before movements in working capital 118,190 101,750
Changes in:
Trade, contract and other receivables 11 10,764 (19,401)
Inventories (681) 7,058
Trade, contract and other payables 12 35,941 (32,027)
Cash generated from operations 164,214 57,380
Interest received 720 219
Interest paid (24,433) (17,417)
Income tax paid (11,549) (9,266)
Net cash generated from operating activities 128,952 30,916
Consolidated statement of cash flows (continued)
For the year ended 31 December
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 460 1,534
Proceeds from sale of subsidiaries - 150
Purchase of property, plant and equipment (10,033) (12,582)
Purchase of intangible assets (36,140) (37,437)
Purchase of financial instruments - (1,112)
Payments for acquisition of subsidiaries, net of cash acquired (9,828) (284,277)
Net cash used in investing activities (55,541) (333,724)
Cash flows from financing activities
Payment of principal elements of lease liabilities (5,181) (5,352)
Proceeds from borrowings 55,000 356,886
Repayment of borrowings (78,471) (97,283)
Acquisition of non-controlling interests (27,495) (6,976)
Dividend payments - (142)
Proceeds from issued share capital (net of expenses) 7 6
Net cash (used in)/generated from financing activities (56,140) 247,139
Effect of exchange rate changes on cash and cash equivalents (185) 10
Net increase/(decrease) in cash and cash equivalents 17,271 (55,669)
Net cash and cash equivalents at beginning of the financial year 90,342 146,001
Net cash and cash equivalents at the end of year 107,428 90,342
1. PRINCIPAL ACCOUNTING POLICIES
W.A.G Payment Solutions PLC (the "Company" or the "Parent") is a public
limited company incorporated and domiciled in the United Kingdom and
registered under the laws of England & Wales under company number 13544823
with its registered address at Third Floor (East), Albemarle House, 1
Albemarle Street, London W1S 4HA.
Basis of preparation
The Group's financial information has been prepared in accordance with the
recognition and measurement requirements of UK adopted international
accounting standards. It has been prepared on a basis consistent with that
adopted in the previous year. The Financial statements have been prepared
under the historical cost convention except for derivative financial
instruments and unquoted investments which are stated at their fair value.
Whilst the financial information included in this Preliminary Results
Announcement has been prepared in accordance with the recognition and
measurement criteria of IFRS, this announcement does not itself contain
sufficient information to comply with IFRS.
The Preliminary Results Announcement does not constitute the Company's
statutory accounts for the years ended 31 December 2024 and 31 December 2023
within the meaning of Section 435 of the Companies Act 2006 but is derived
from those statutory accounts. The Group's statutory accounts for the year
ended 31 December 2023 have been filed with the Registrar of Companies, and
those for 2024 will be delivered following the Company's Annual General
Meeting.
The Auditor has reported on the statutory accounts for 2024 and 2023. Their
report for 2024 and 2023 was:
(i) unqualified,
(ii) included no matters to which the auditor drew attention by way of
emphasis, and
(iii) did not contain statements under Sections 498 (2) or 498 (3) of the
Companies Act 2006 in relation to the financial statements.
In the current year, the Group has amended its presentation of the
Consolidated income statement as follows:
The consolidated income statement subtotal "Net energy and services sales" has
been replaced with "Net revenue"
The 'function of expense' or 'Cost of sales' method in IAS 1 classifies
expenses according to their function as part of Cost of sales or operating
activities. At a minimum, the Group is required to disclose its Cost of sales
under this method separately from other expenses and management believes that
this method provides more relevant information to users.
The Group used "Net revenue", defined as revenue less costs of goods sold in
the Annual Report and in other information supplied to markets, a subtotal
similar to gross profit.
The Group has combined Other operating expenses with Employee expenses and
Technology expenses
The Group discloses detailed costs in notes and other information contained in
the annual report and does not consider it necessary to disclose such costs in
the Consolidated income statement.
The Group has introduced a "middle column" to disclose Adjusting items
In the prior year, the Consolidated income statement included Adjusting items
and Adjusted EBITDA, and non-IFRS performance measure, as separate line items
in the Consolidated income statement. The Group has introduced a middle column
for the disclosure of Adjusting items to show the impact of these items on
IFRS compliant performance measures. To aid the user's understanding of
Adjusted EBITDA which is an APM, the Group has moved this disclosure to Note 2
"Alternative Performance Measures".
The Group has moved the Share of net loss of associates accounted for using
the equity method to operating profit.
In the prior year, the Group disclosed the share of net loss of associates
together with finance income and finance costs after operating profit before
depreciation and amortisation. In the current year the Group has moved this
item to include it within operating profit or loss as the investment in
associates is related to operating activities rather than financing
activities.
Going concern
The Financial statements have been prepared on a going concern basis. Having
considered the ability of the Company and the Group to operate within its
existing facilities and meet its debt covenants, the Directors have a
reasonable expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future.
The adoption of the going concern basis is based on an expectation that the
Group will have adequate resources to continue in operational existence at
least until June 2026.
The Directors considered the Group's business activities, together with the
principal risks and uncertainties, likely to affect its future performance and
position. For the purpose of this going concern assessment, the Directors have
considered the Group's FY 2025 budget together with extended forecasts for the
period to June 2026. The review also included the financial position of the
Group, its cash flows and adherence to its banking covenants. The Group has
access to a Club Finance Facility which comprises of two amortising loans, a
revolving credit facility ("RCF") together with additional uncommitted lines
all of which mature in March 2029. See Note 13 for the covenant assessment as
at 31 December 2024.
Throughout the period to June 2026, the Group has available liquidity and on
the basis of current forecasts is expected to remain in compliance with all
banking covenants. In arriving at the conclusion on going concern, the
Directors have given due consideration to whether the funding and liquidity
resources above are sufficient to accommodate the principal risks and
uncertainties faced by the Group. The Directors have reviewed the financial
forecasts across a range of scenarios and prepared both a base case and severe
but plausible downside case. The severe downside case assumes a deterioration
in trading performance relating to a decline in product demand, as well as
supply chain risks. These downsides would be partly offset by the application
of mitigating actions to the extent they are under management's control,
including deferrals of capital and other discretionary expenditure.
The downside scenario incorporating an aggregation of all risks considered,
showed a year-on-year decline in Adjusted EBITDA by 1% and an Adjusted EBITDA
margin of 41.4% in comparison to the Base case Adjusted EBITDA growth of 15%
and an Adjusted EBITDA margin of 42.5%. These adjusted projections do not show
a breach of covenants in respect of available funding facilities or any
liquidity shortfall.
In all scenarios, the Group has sufficient liquidity and adequate headroom in
the Club Finance Facility to meet its liabilities as they fall due and the
Group complies with the financial covenants at 30 June and 31 December
throughout the forecast period.
The financial covenants have also been stress tested against the downside case
to determine the required decline in either Adjusted EBITDA, Net Debt or
Finance charges before the covenant conditions are breached. This assessment
showed that Adjusted EBITDA would have to reduce by more than 10% before the
interest covenant is broken or 27% for the Net leverage covenant. Similarly,
Net debt would need to increase by 37% and Finance charges would need to
increase by 12%. The Directors do not consider such a scenario to be
plausible.
The Directors have also considered the impact of climate-related matters on
the Group's going concern assessment, and do not expect this to have a
significant impact on the going concern assessment throughout the forecast
period. Since performing their assessment, there have been no subsequent
changes in facts and circumstances relevant to the Directors' assessment of
going concern.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the
Company and its subsidiaries. Control is achieved when the Group is exposed,
or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee.
Summary of significant accounting policies information
The significant accounting policies used in preparing the consolidated
financial statements are set out in the Annual Report and Accounts. These
accounting policies have been consistently applied in all material respects to
all periods presented.
2. ALTERNATIVE PERFORMANCE MEASURES ("APMs")
Throughout the consolidated financial statements, which are prepared and
presented in accordance with IFRS, the Group presents various alternative
performance measures (APMs) in addition to those reported under IFRS. The APMs
are reviewed by the Chief Operating Decision Maker ("CODM") together with the
main Board and analysts who follow the performance of the Group in assessing
the performance of the business.
The Group uses APMs to provide additional information to investors and to
enhance their understanding of its results. The APMs should be viewed as
complementary to, rather than a substitute for, the figures determined
according to IFRS. Moreover, these metrics may be defined or calculated
differently by other companies, and, as a result, they may not be comparable
to similar metrics calculated by the Group's peers.
Explanations of how they are calculated and how they are reconciled to an IFRS
statutory measure are set out below:
EBITDA
EBITDA is defined as operating profit before depreciation and amortisation.
Adjusted EBITDA
Adjusted EBITDA is defined as EBITDA before Adjusting items.
Adjusting item Definition Exclusion justification
M&A-related expenses Fees and other costs relating to the Group's acquisition activity M&A-related expenses vary according to non-recurring acquisition activity
of the Group. Exclusion of these costs enhances comparability of the Group's
results over time.
ERP implementation and integration costs Costs related to transformation of key IT systems. Transformational expenditure represents investments intended to create a new
product or service, or significantly enhance an existing one, in order to
increase the Group's revenue potential, including systems and process
improvements relating to customer services. Transformational expenses, which
cannot be capitalised as they mainly relate to research, were excluded as the
Group is executing its strategic transformation programme and these costs
represent a significant investment in technology. The SAP implementation
programme is expected to complete by the end of 2026.
Integration costs of Inelo
Significant, non-recurring costs relating to transformation and integration of
business combinations have been excluded to enhance comparability of the
Group's results.
Strategic transformation expenses Costs relating to broadening the skill bases of the Group's employees Broadening the skill base
including in respect of executive search and recruiting costs.
IPO and IT strategic transformation requires different skill base of the
Group's employees than those required in the ordinary course of the Group's
business and are classified as Adjusting items.
Share-based compensation Equity-settled and cash-settled compensation provided to the Group's Share options and cash-settled compensation provided to management and certain
management before IPO employees in connection with the IPO have been represented as adjusting costs
because they are non-recurring. Total share-based payment charges to be
excluded in period from 2021 to 2024 amount to €20.7 million, €19.4
million of which is amortised over three years.
Share awards provided post-IPO were not excluded as they represent the
non-cash element of the annual remuneration of executive remaining in the
business.
Impairment losses of non-financial assets Goodwill impairment The Group recognised a significant goodwill impairment of the Fleet management
solutions CGU in the prior year. Exclusion of these costs enhances the
comparability of the Group's results.
Restructuring costs Termination benefits of a significant restructuring programme Following the acquisition of Inelo, the Group completed a major restructuring
programme in 2023 to ensure the right size of the Group for the future. The
programme incurred significant termination costs, which are considered
non-recurring due to their size. The Group did not incur similar related costs
in 2024.
Adjusted EBITDA reconciliation
2024 2023
€000 €000
Profit before tax 11,696 (39,307)
Intangible assets amortisation 50,013 43,398
Tangible assets depreciation 9,604 8,851
Right of use depreciation 5,853 5,280
Depreciation and amortisation 65,470 57,529
Net finance cost and share of net loss of associates 29,734 11,616
EBITDA 106,900 29,838
M&A-related expenses 6,324 4,423
Impairment of goodwill - 56,663
Strategic transformation expenses* - 1,789
ERP implementation and integration costs 6,297 5,277
Restructuring - 4,172
Share-based compensations 2,207 6,538
Adjusting items 14,828 78,862
Adjusted EBITDA 121,728 108,700
*ERP implementation costs previously included in strategic transformation
costs have been disclosed separately as the strategic transformation
activities of the Group concluded in the prior year.
The Group has incurred acquisition related costs which are primarily
professional fees of €6.3 million (2023: €4.4 million) in relation to
M&A activities, consisting of various activities to explore further
opportunities for growth, including a €2 million settlement agreement with
the shareholders of Inelo. Prior year expenses related to the acquisition of
Inelo.
Strategic transformation expenses of €1.8 million in 2023 are costs relating
to the integration of the Inelo group of companies.
ERP implementation and integration costs of €6.3 million (2023: €5.3
million) are related to the implementation of our ERP system, which went live
in January 2024, with €8.0 million to €10.0 million anticipated cost to be
incurred up to the year ended 31 December 2026.
Share-based compensation primarily relates to compensation provided to
previous management, prior to the IPO. These legacy incentives comprise a
combination of cash and share-based payments and will vest during this year.
No further share-based compensation adjusting expenses are expected in the
future and post-IPO share-based payment charges are not treated as Adjusting
items.
No further impairment charges relating to goodwill occurred during the current
year.
Adjusted EBITDA margin
Adjusted EBITDA margin represents Adjusted EBITDA for the period divided by
net revenue.
Adjusted Cash EBITDA
Adjusted Cash EBITDA is Adjusted EBITDA less capitalised research and
development costs plus share based payment.
2024 2023
€000 €000
Adjusted EBITDA 121,728 108,700
Capitalised research and development costs (Note 10) (34,973) (37,967)
Share based payments 1,975 1,262
Adjusted Cash EBITDA 88,730 71,995
Adjusted earnings (net profit)
Adjusted earnings are defined as profit after tax from continuing operations
before Adjusting items.
Adjusted earnings reconciliation
2024 2023
€000 €000
Profit/(loss) for the year from continuing operations 2,856 (43,548)
Amortisation of acquired intangibles 19,760 17,166
Adjusting items affecting Adjusted EBITDA 14,828 78,862
Tax effect (5,196) (5,747)
Adjusted earnings (net profit) 32,248 46,733
Amortisation charges of €19.8 million relate to the amortisation of acquired
intangibles in 2024 (2023: €17.2 million) comprised mainly of the
acquisition of Inelo. Prior year impairment losses of non-financial assets
related to the FMS CGU.
Adjusted basic earnings per share
Adjusted basic earnings per share is calculated by dividing the Adjusted net
profit for the period attributable to equity holders by the weighted average
number of ordinary shares outstanding during the period.
Adjusted effective tax rate
Adjusted effective tax rate is calculated by dividing the Adjusted tax expense
by the Adjusted profit before tax, representing the rate of tax that would
have been incurred on profit before Adjusting items.
Net debt/cash
Net debt/cash represents cash and cash equivalents less interest-bearing loans
and borrowings.
Transformational capital expenditure
Transformational capital expenditure represents investments intended to create
a new product or service, or significantly enhance an existing one, to
increase the Group's revenue potential and includes system and process
improvements to enhance services provided to customers.
3. REVENUE
Net revenue - geographical location
The geographical analysis is derived from the base location of responsible
sales teams, rather than reflecting the geographical location of the actual
transaction.
2024 2023
€000 €000
Czech Republic 40,826 38,157
Poland 81,499 61,664
Central Cluster (excluding CZ and PL) 28,840 28,803
Portugal 13,361 12,800
Western Cluster (excluding PT) 12,660 10,693
Romania 37,860 35,043
Southern Cluster (excluding RO) 69,036 60,991
Other 8,456 8,379
Total 292,538 256,530
Segment revenue from contracts with customers - geographical location
2024 2023
€000 €000
Czech Republic ("CZ") 521,469 428,272
Poland ("PL") 399,506 372,527
Central Cluster (excluding CZ and PL) 270,095 255,652
Portugal ("PT") 168,575 228,598
Western Cluster (excluding PT) 141,507 105,440
Romania ("RO") 270,359 293,708
Southern Cluster (excluding RO) 454,471 393,727
Other 10,591 10,183
Total 2,236,573 2,088,107
4. OTHER OPERATING INCOME
Other operating income for the respective periods was as follows:
For the year ended 31 December
2024 2023
€000 €000
Gains from revaluation of foreign currency forwards - 7,970
Other 4,777 2,119
Total 4,777 10,089
In 2023, there was a gain from revaluation of foreign currency forwards in
Other operating income while in 2024, this is recorded in Cost of sales as a
result of hedge accounting. In 2024, the balance primarily relates to a legal
settlement of a dispute following an acquisition (€3,000,000).
5. FINANCE INCOME
Finance income for the respective periods was as follows:
For the year ended 31 December
2024 2023
€000 €000
Gains from revaluation of interest rate swaps - 545
Foreign exchange gain 1,836 12,225
Gain from the revaluation of securities 98 1,646
Interest income 720 219
Other 25 47
Total 2,679 14,682
2023 foreign exchange gain includes significant impact of the change of
functional currency of W.A.G. payment solutions, a.s.
6. FINANCE COSTS
Finance costs for the respective periods were as follows:
For the year ended 31 December
2024 2023
€000 €000
Bank guarantees fee 1,860 1,533
Interest expense 23,963 19,787
Factoring fee 5,606 4,451
Other 238 23
Total 31,667 25,794
7. INCOME TAX
Corporate income tax for companies in the Czech Republic and United Kingdom
for the year 2024 was 21% and 25%, respectively (2023: 19% and 23.4%).
Structure of the income tax for the respective periods is as follows:
For the year ended 31 December
2024 2023
€000 €000
Current tax expense - UK
Current income tax charge - -
Adjustments in respect of current income tax of prior years 259 -
Current tax expense - Other countries
Current income tax charge 11,567 8,206
Adjustments in respect of current income tax of prior years (822) (195)
Total current tax 11,004 8,011
Deferred tax expense - UK
Deferred tax (96) 236
Deferred tax - impact of tax rate change - -
Deferred tax expense - Other countries
Deferred tax (2,068) (3,756)
Deferred tax - impact of tax rate change - (250)
Total deferred tax (2,164) (3,770)
Total 8,840 4,241
Reconciliation of tax expense and the accounting (loss)/profit multiplied by
the Company's domestic tax rate for the below periods:
For the year ended 31 December
2024 2023
€000 €000
Accounting profit/(loss) before tax 11,696 (39,307)
At UK's statutory income tax rate of 25% (2023: 23.44%) 2,924 (9,214)
Adjustments in respect of current income tax of prior years (563) (195)
Change of deferred tax rate impact - (250)
Effect of different tax rates in other countries of the Group (179) (449)
Non-deductible expenses 8,945 5,300
Goodwill impairment - 13,282
Share-based payments 945 1,284
Functional currency change impact (1,330) (4,172)
Tax credits (2,069) (1,511)
Effect of accumulated tax loss claimed in the current period (14) -
Effect of recognized deferred tax assets relating to tax losses of prior 181 -
periods
Effect of unrecognized deferred tax assets relating to tax losses of current - 166
period
At the effective income tax rate of 75.6% (10.8)%
Income tax expense reported in the consolidated income statement 8,840 4,241
Adjusted effective tax rate is as follows:
For the year ended 31 December
2024 2023
€000 €000
Accounting profit/(loss) before tax 11,696 (39,307)
Adjusting items affecting Adjusted EBITDA 14,828 78,862
Amortisation of acquired intangibles 19,760 17,166
Adjusted profit before tax (A) 46,284 56,721
Accounting tax expense 8,840 4,241
Tax effect of above adjustments 5,196 5,747
Adjusted tax expense (B) 14,036 9,988
Adjusted earnings (A-B) 32,248 46,733
Adjusted effective tax rate (B/A) 30.3% 17.6%
Adjusted effective tax rate in 2023 is mainly impacted by functional currency
change. Excluding this item, the 2023 Adjusted effective tax rate would have
been 25.2%. In 2024, the Adjusted effective tax rate would have been 35.9%
excluding functional currency change. The increase is primarily driven by
higher non-deductible interest expense relating to acquisition loans,
increased rates in key tax regimes where the Group operates, reduced positive
impact from foreign currency changes and some additional charges relating to
previous years.
8. EARNINGS PER SHARE
All ordinary shares have the same rights.
Basic EPS is calculated by dividing the net profit / (loss) for the period
attributable to equity holders of the Group by the weighted average number of
ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the net profit / (loss) for the period
attributable to equity holders of the Group by the weighted average number of
ordinary shares outstanding during the period, plus the weighted average
number of shares that would be issued if all dilutive potential ordinary
shares were converted into ordinary shares. Adjusted basic EPS is calculated
by dividing the Adjusted earnings (net profit) for the period attributable to
equity holders by the weighted average number of ordinary shares outstanding
during the period.
Adjusted diluted EPS is calculated by dividing the Adjusted earnings (net
profit) for the period attributable to equity holders of the Group by the
weighted average number of ordinary shares outstanding during the period, plus
the weighted average number of shares that would be issued if all dilutive
potential ordinary shares were converted into ordinary shares.
In periods where a net loss is recognised, the impact of potentially dilutive
outstanding share-based awards is excluded from the calculation of diluted
loss per share as their inclusion would have an antidilutive effect.
The following reflects the income and share data used in calculating EPS:
For the year ended 31 December
31 December 2024 31 December 2023
Net profit/(loss) attributable to equity holders (€000) 2,696 (45,637)
Basic weighted average number of shares 689,872,865 689,126,206
Effects of dilution from share options 3,319,685 -
Total number of shares used in computing dilutive earnings per share 693,192,550 689,126,206
Basic earnings/(loss) per share (cents/share) 0.39 (6.62)
Diluted earnings/(loss) per share (cents/share) 0.39 (6.62)
Adjusted earnings per share measures:
For the year ended
31 December 2024 31 December 2023
Net profit/(loss) attributable to equity holders (€000) 2,696 (45,637)
Loss after tax for the year from discontinued operations - 489
Adjusting items affecting Adjusted EBITDA 14,828 78,862
Amortisation of acquired intangibles 19,744 16,653
Tax impact of above adjustments (5,193) (5,650)
Adjusted net profit attributable to equity holders (€000) 32,075 44,717
Basic weighted average number of shares 689,872,865 689,126,206
Adjusted basic earnings per share (cents/share) 4.65 6.49
Effects of dilution from share options 3,319,685 2,629,512
Diluted weighted average number of shares 693,192,550 691,755,718
Adjusted diluted earnings per share (cents/share) 4.63 6.46
Options
Options granted to employees under share-based payments are considered to be
potential ordinary shares. They have been included in the determination of
diluted earnings per share assuming the performance criteria would have been
met based on the Group's performance up to the reporting date, and to the
extent to which they are dilutive. The options have not been included in the
determination of basic earnings per share as their performance conditions have
not been met.
9. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES
Pay-out of deferred consideration
On 2 January 2024, the Group paid deferred acquisition consideration of
€5,000,000 related to the acquisition of WebEye.
On 22 January 2024, the Group paid deferred acquisition consideration of
€700,000 related to the Aldobec acquisition.
On 2 August 2024, the Group paid deferred acquisition consideration of
€4,128,000 related to the acquisition of WebEye.
Total deferred consideration pay-out of €9,828,000 is presented in
Consolidated statement of cash flows under Payments for acquisition of
subsidiaries, net of cash acquired.
Acquisition of non-controlling interests
On 7 February 2024, the Group acquired the remaining 4.19% interest in CVS for
a consideration of €760,000.
On 25 April 2024, the Group restructured an option to accelerate the
acquisition of its remaining shareholding in FireTMS. The maximum option price
and final option timing remains the same, however the payment dates and terms
were amended. The Group agreed to acquire a further 7.6% of the equity
shareholding for approximately €3,400,000 (PLN14,800,000), paid in two equal
instalments in April (€1,711,000) and July 2024 (€1,728,000). The final
11.4% equity shareholding remains subject to an option mechanism exercisable
in H1 2026 and the price is subject to certain financial and KPI targets met
by FireTMS.
On 3 July 2024, the Group acquired remaining 30% interest in Sygic, a.s. for a
consideration of €15,574,000 (purchase price of €14,420,000 + €1,154,000
of interest and deferred payment fee).
On 9 October 2024, the Group acquired €8,876,000 Non-Controlling Interest
('NCI') related to KomTes which is no longer presented as NCI from that date.
Total acquisition of non-controlling interests pay-out of €27,495,000 is
presented in Consolidated statement of cash flows under Acquisition of
non-controlling interests.
Inelo contingent consideration
On 4 July 2024, the Group signed a settlement agreement with former shareholders of Grupa Inelo S.A. The final contingent consideration was agreed at €2,000,000 and is payable by 30 June 2025. Contingent acquisition consideration estimate was revised as at 30 June 2024, the charge was recognised within other operating expenses and considered as an Adjusting item (M&A-related expenses).
Table below summarises cash outflows and their presentation in consolidated
statement of cash flows.
For the year ended 31 December
2024 2023
€000 €000
Deferred cash consideration paid 9,828 233,871
Repayment of acquiree's debt - 53,677
Cash acquired - (3,271)
Net outflow of cash - investing activities 9,828 284,277
Cash consideration paid to acquire NCI 27,495 6,976
Net outflow of cash - financing activities 27,495 6,976
10. INTANGIBLE ASSETS
Goodwill Client relationships Internal software development Patents and rights External software Other intangible assets Assets in progress Total
Cost €000 €000 €000 €000 €000 €000 €000 €000
1 January 2023 137,215 50,223 108,038 5,570 27,186 31 14,352 342,615
Additions - - 22,422 52 2,293 - 13,200 37,967
Acquisition of a subsidiary 171,815 94,676 26,893 2,255 755 2 4,634 301,030
Transfer - - 11,018 - - - (11,018) -
Disposals (1,018) - (7) (2,674) (3,294) (6) (87) (7,086)
Translation differences 14,712 7,355 5,357 376 (79) - 804 28,525
31 December 2023 322,724 152,254 173,721 5,579 26,861 27 21,885 703,051
Additions - - 16,511 30 256 - 18,176 34,973
Transfer - - 22,120 - (616) - (21,504) -
Disposals - - (1,927) - (183) - (30) (2,140)
Translation differences 1,122 4,935 581 18 (390) - (256) 6,010
31 December 2024 323,846 157,189 211,006 5,627 25,928 27 18,271 741,894
Amortisation
1 January 2023 - (15,711) (39,384) (2,767) (16,554) (28) - (74,444)
Amortisation - (10,081) (27,947) (1,389) (3,979) (2) - (43,398)
Disposals - - 7 2,643 3,294 5 - 5,949
Impairment (56,663) - - - - - - (56,663)
Translation differences - (174) (1,732) (253) 68 - - (2,091)
31 December 2023 (56,663) (25,966) (69,056) (1,766) (17,171) (25) - (170,647)
Amortisation - (11,991) (32,841) (1,699) (3,482) (1) - (50,014)
Disposals - - 1,927 - 114 - - 2,041
Transfer - - (329) - 329 - - -
Translation differences (568) (4,434) 2,328 (13) (3,080) - - (5,767)
31 December 2024 (57,231) (42,391) (97,971) (3,478) (23,290) (26) - (224,387)
Net book value
at 31 December 2023 266,061 126,288 104,665 3,813 9,690 2 21,885 532,404
at 31 December 2024 266,615 114,798 113,035 2,149 2,638 1 18,271 517,507
11. TRADE AND OTHER RECEIVABLES
31 December 2024 31 December 2023
€000 €000
Trade receivables 262,514 278,466
Receivables from tax authorities 14,035 18,716
Advances granted 12,584 14,346
Unbilled revenue 7,242 4,027
Miscellaneous receivables 1,596 5,879
Tax refund receivables 61,445 66,953
Prepaid expenses and accrued income 7,124 4,671
Contract assets 4,427 3,885
Total 370,967 396,943
Trade receivables are non-interest bearing and are generally payable on terms
below 30 days. Trade and other receivables are non-derivative financial assets
carried at amortised cost.
Tax refund receivables include receivables from foreign tax authorities and
from financing of tax refunds to customers until processing of the application
for tax refund by tax authorities.
Advances granted consist mainly of advances related to production of OBU units
and other business-related advances.
12. TRADE, OTHER PAYABLES AND OTHER LIABILITIES
31 December 2024 31 December 2023
€000 €000
Current
Trade payables 316,412 303,165
Employee related liabilities 21,524 15,388
Advances received 19,315 12,911
Miscellaneous payables 13,753 8,644
Payables to tax authorities 19,456 18,562
Contract liabilities 9,151 6,971
Refund liabilities 4,696 4,461
Deferred acquisition consideration 2,000 32,732
Total Trade and other payables 406,307 402,834
Non-current
Put option redemption liability 4,657 5,825
Contract liabilities 4,406 3,353
Employee related liabilities 45 -
Other liabilities 167 58
Total Other non-current liabilities 9,275 9,236
Trade payables are non-interest bearing and are normally settled on 30-day
terms. Employee-related liabilities include liabilities from social security
and health insurance, liabilities payable to employees for salaries and
accrued employee vacation to be taken or compensated for in the following
accounting period and cash-settled share-based payments.
Advances received include mainly customer deposits related to OBUs and prepaid
cards.
Miscellaneous payables relate primarily to payables to factoring companies
(for working capital management), representing cash collected from customers
in respect of sold receivables and on behalf of factoring companies.
Present value of deferred acquisition consideration relates to the following
acquisitions:
31 December 2024 31 December 2023
€000 €000
Sygic, a.s. - 14,216
Webeye Group - 9,128
KomTes Group - 8,688
Aldobec technologies, s.r.o. - 700
Inelo Group 2,000 -
Total 2,000 32,732
13. INTEREST-BEARING LOANS AND BORROWINGS
On 10 March 2023, the Group received €180 million through facility B of the
Club Finance facility. The new loan was used to finance the Inelo acquisition.
Interest rate risk was managed by concluding new interest rate swaps.
On 26 May 2023, the Group received €50 million through Incremental Facility
I of the Club Finance facility. The purpose of the new drawdown was financing
of the capital expenditures incurred or to be incurred. No interest rate swaps
were concluded to cover the related interest rate risk.
On 15 November 2023, the Group received €33.5 million through Incremental
Facility II of the Club Finance facility. The purpose of the new drawdown was
financing of the acquisition related payments incurred or to be incurred. No
interest rate swaps were concluded to cover the related interest rate risk.
On 14 March 2024, the Group signed an amendment to the Club Finance facility,
which increased share of revolving loans within uncommitted incremental
facility up to €40 million (previously up to €25 million). Total amount of
uncommitted incremental facility remains unchanged. The amendment also removed
the interest cover covenant for the six months ended 30 June 2024.
On 6 June 2024, the Group signed another amendment to the Club Finance
facility, which changed maturity date to 31 March 2029 and decreased quarterly
instalments.
On 20 June 2024, the Group received €50 million through Incremental Facility
III of the Club Finance facility (Revolving Facility Loans). The purpose of
the newly enabled limit was financing of the working capital needs and issuing
new bank guarantees.
On 9 December 2024, the Group signed a waiver and consent request letter to
the Club Finance facility which incorporates permanent reduction of the
Interest Cover from not less than 4.00:1 to not less than 3.50:1.
The Group complied with all financial covenants under the Club Finance
facility as of 31 December 2024 and 31 December 2023, and forecasts compliance
for the going concern period based on the revised terms as described above.
Financial covenant terms of the Club Finance facility were as follows:
Covenant Calculation Target Actual 31 December 2024 Actual 31 December 2023
Interest cover the ratio of adjusted EBITDA to finance charges Min 3.50 4.24 4.82
Net leverage the ratio of total net debt to adjusted EBITDA Max 3.75* 2.34 2.90
Adjusted net leverage the ratio of the adjusted total net debt to adjusted EBITDA Max 6.50 3.77 4.22
*the covenant shall not exceed 3.50 in 2025 and onwards
For covenants calculation, APMs are defined differently by the Club Finance
facility:
· adjusted EBITDA represents full year adjusted EBITDA of companies
acquired during the period;
· net debt includes lease liabilities and derivative liabilities,
and
· adjusted total net debt includes face amount of guarantees,
bonds, standby or documentary letter of credit or any other instrument issued
by a bank or financial institution in respect of any liability of the Group.
14. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below sets out an analysis of liabilities from financing activities
and the movements in the Group's liabilities from financing activities for
each of the periods presented. The items of these liabilities are those
reported as financing in the statement of cash flows:
Liabilities from financing activities
Borrowings Lease liabilities Total
€000 €000 €000
Liabilities from financing activities at 1 January 2023 143,156 13,427 156,583
Cash inflows 356,886 - 356,886
Cash outflows (97,283) (5,352) (102,635)
Business combinations 5,477 3,146 8,623
New leases - 11,239 11,239
Foreign exchange adjustments (2,816) 7 (2,809)
Other movements* 1,699 (141) 1,558
Liabilities from financing activities at 31 December 2023 407,119 22,326 429,445
Cash inflows 55,000 - 55,000
Cash outflows (78,471) (5,181) (83,652)
New leases - 3,730 3,730
Foreign exchange adjustments 80 (326) (246)
Other movements* (801) (1,270) (2,071)
Liabilities from financing activities at 31 December 2024 382,927 19,279 402,206
*"Other movements" in Borrowings represent effective interest rate adjustment
from transaction costs and fair value impact of Inelo bank borrowings at
acquisition. The Group classifies interest paid as cash flows from operating
activities. The "Other movements" in Lease liabilities represent cancellation
of lease liability in connection with premature termination of a lease.
15. EQUITY
Non-controlling interests ("NCI")
The following transactions with non-controlling interest parties occurred
during the year:
For the year ended 31 December
2024 2023
Sygic KomTes FireTMS CVS Total Total
€000 €000 €000 €000 €000 €000
Recognition of put option liability on acquisition of controlling interests in - - - - - 10,401
subsidiaries
Acquisition of non-controlling interests((1,2,3)) (7,946) (8,688) (2,330) - (18,964) (4,461)
Put options held by non-controlling interests((3)) - - 1,161 - 1,161 3,994
Recognised in put option reserve (7,946) (8,688) (1,169) - (17,803) 9,934
Payment for NCI in excess of NCI value recognised ((1,2,3,4)) 8,151 3,883 3,264 (239) 15,059 1,949
Recognised in retained earnings 8,151 3,883 3,264 (239) 15,059 1,949
Total attributable to equity holders of the parent 205 (4,805) 2,095 (239) (2,744) 11,883
Recognise NCI on acquisition of subsidiaries - - - - - (3,683)
Derecognise NCI on sale of controlling interest of subsidiaries - - - - - 525
Derecognise NCI on acquisition of non-controlling interests of - 4,993 175 999 6,167 2,512
subsidiaries((2,3,4))
Dividends paid - - - - - 142
Recognised as non-controlling interest - 4,993 175 999 6,167 (504)
Total 205 188 2,270 760 3,423 11,379
(1) Following the amendment to the original share purchase agreement with
Sygic, a.s. non-controlling shareholders from March 2024, the Group paid the
agreed purchase price of €15,574,000 for the remaining 30% interest in Sygic
a.s. Following the payment, related put option reserve of €7,946,000 was
released to retained earnings.
(2) In 2023, the Group signed an agreement to acquire the NCI of KomTes in
2024. The final purchase price (CZK 225m, €8,876,000) was agreed on 1
October 2024 and paid to non-controlling shareholders on 9 October 2024.
Following the agreement, related put option reserve of € 8,688,000 was
released to retained earnings together with the value of NCI as of the date of
the transaction amounting to €4,993,000 (31 December 2023: €4,993 ,000).
(3) In 2024, the Group restructured an option to acquire its remaining
shareholding in FireTMS resulting in additional €1,161,000 recognised in put
option reserve. Subsequently, the Group acquired additional 7.6% interest in
FireTMS for a purchase price amounting to €3,439,000. Following the payment,
the value of NCI as of the date of the transaction amounting to €175,000 (31
December 2023: €335,000).
(4) In 2024, the Group acquired the remaining 4.19% interest in CVS for a
consideration of €760,000. Following the payment, the value of NCI as of the
date of the transaction amounting to €999,000 (31 December 2023:
€1,002,000) was transferred to retained earnings.
16. FINANCIAL RISK MANAGEMENT
The Group's classes of financial instruments correspond with the line items
presented in the Consolidated Statement of Financial Position.
The Group's principal financial liabilities, other than derivatives, comprise
loans and borrowings, leases and trade and other payables. These financial
liabilities relate to the financing of the Group's operations and investments.
The Group's principal financial assets include trade and other receivables,
cash and cash equivalents that derive directly from its operations. The Group
also enters derivative transactions.
The Group is exposed to market risk, credit risk and liquidity risk.
Management of the Group identifies financial risks that may have an adverse
impact on the business objectives and, through active risk management, reduces
these risks to an acceptable level. Further information is provided in the
Annual Report and Accounts.
Directors' Responsibility Statement Required under the Disclosure and
Transparency Rules
The responsibility statement below has been prepared in connection with the
Company's full Annual Report and Accounts for the year ended 31 December
2024. Certain parts of that Report are not included within this announcement.
We confirm to the best of our knowledge:
· the Group Financial Statements, which have been prepared in accordance
with UK adopted international accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit of the Group;
· the Company Financial Statements, which have been prepared in
accordance with United Kingdom Accounting Standards, comprising FRS 101, give
a true and fair view of the assets, liabilities and financial position of the
Company; and
· the Strategic Report includes a fair review of the development
and performance of the business and the position of the Group and Company,
together with a description of the principal risks and uncertainties that it
faces.
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