TIDMEQLS

RNS Number : 2973R

Equals Group PLC

29 June 2020

 
   29 June 2020 
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR")

Equals Group plc

('Equals' or the 'Group)

Preliminary Results

Positive financial progress driven by transition towards a B2B facing,

integrated money management provider

Equals (AIM:EQLS) , the fast-growing B2B focused e-banking and international payments group, announces its preliminary results for the year ended 31 December 2019 (the 'period' or 'FY-2019') and an update on the Group's trading in FY-2020.

FY-2019 Financial Summary

 
 GBPmillion                 FY-2019        FY-2018   % Change 
                                      (restated) W 
 Underlying transaction 
  values                      2,887          2,369     +21.8% 
 - B2B                        2,088          1,187     +75.9% 
 - B2C                          799          1,182     -32.4% 
 
 Revenue                       30.9           26.1     +18.6% 
 - B2B                         17.3            9.5     +81.2% 
 - B2C                         13.6           16.6     -18.1% 
 
 Gross profit                  20.6           17.5     +17.7% 
 Adjusted EBITDA*               9.1            7.5     +21.3% 
 (Loss)/profit after 
  taxation                    (5.4)            2.6 
 
 

FY-2019 Group Highlights

 
   --   Group revenues increased by 19% and have doubled over a two-year 
         period 
   --   Organic profit growth continued, 13% overall but 20% in international 
         payments, as the Group transitions and drives revenue generation 
         within the higher margin B2B division and away from legacy 
         B2C and retail FX 
   --   Strategic shift evidenced by improvement in revenue mix; B2B 
         represents 56% (2018: 37%) 
   --   Gross profit increased 17.7% to GBP20.6 million and margin 
         remained constant at 66% 
   --   Two accretive acquisitions successfully integrated, Hermex 
         in August and Casco in November 
   --   Through warrant and option exercises and further capital issuances, 
         raised additional capital of GBP15.6 million 
   --   GBP1.1 million R&D credits received in the year, further GBP2.3 
         million receivable at 29 June 2020 
   --   Group rebranded from FairFX to Equals Group to reflect diversification 
         from legacy FX business 
   --        Improved systems and focus on a strong regulatory backbone 
              delivering results 
               *    Membership of the UK Faster Payments scheme attained 
 
 
               *    Gained open Real-Time Gross Settlement ('RTGS') 
                    accounts with the Bank of England 
 
 
               *    Granted Credit Broking licence by FCA 
 
 
               *    Negotiated a five-year extended deal with Mastercard 
                    - allows self-issuance 
 

FY-2020 Trading Update

 
   --   Overall revenues in 2020 tracking close to prior-year levels, 
         despite Covid-19 impact, at GBP108k per day versus GBP111k 
         in 2019 
   --   Revenue streams in both the B2B segment and retail banking 
         remain robust whilst B2C travel money products particularly 
         hard hit by pandemic. Impact started in late March, was most 
         acute in April and slowly improving in May and June 
   --   Successful transition to remote working aided by improved 
         technical infrastructure 
   --   Decisive action taken to reduce cost base 
   --   House funds cash position at 26 June 2020 of GBP7.7 million. 
         No bank debt 
   --   A deep pool of active customers across all of business segments 
         with a clear strategy in place to focus on delivering exceptional 
         service and growing our customer base 
   --   Unfolding situation at Wirecard UK has limited impact on revenues 
         due to supply chain measures taken in previous years 
   --   The Board remains optimistic about the Group's outlook 
 

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

"I am pleased to report that 2019 was a positive year of revenue and profit growth for Equals, and, crucially, our strategy to refocus the business on higher margin B2B customers with a diverse range of integrated money management products is paying off as our revenue mix moves away from our legacy FX business and B2C customers.

"The Covid-19 pandemic has affected the business, but revenues have returned to more normalised levels in most business lines since the initial impact in late March, April and May. Our teams have transitioned to remote working well, with the investment in improved technical infrastructure benefitting our operations.

"Supported by our recent fundraise, we look forward to the future with confidence as we continue to expand our product range and make selective acquisitions when opportunity presents. Equals is well positioned in the current market with a deep pool of active customers driving progress across the business."

Analyst meeting

A conference call for analysts hosted by Ian Strafford-Taylor (CEO) and Richard Cooper (CFO) will be held at 09.30am today, 29 June 2020. A copy of the Preliminary Results presentation is available at the Group's website: http://www.equalsplc.com .

For retail investors, a n audio webcast of the conference call with analysts will be available after 12pm today:

https://webcasting.buchanan.uk.com/broadcast/5eec538f5e278421d06990c3

Notes

*Adjusted EBITDA is defined as Earnings before: depreciation, amortisation, impairment charges, share option charges, but after R&D tax credits. The Group changed its policy for accounting for R&D tax credits from IAS20 to IAS 12. Whilst this has no impact on the retained result, EBITDA has been adjusted to include these amounts in line with accounting at the 2019 interims.

   W   Change in accounting policy 

During the year, the Group changed its accounting policy for research and development tax credits (R&D tax credit) which had previously been accounted for under IAS 20 Accounting for Government Grants and Disclosure of Government Assistance . The Group believes that accounting for the R&D tax credit is more appropriate under IAS 12 Income Taxes which better reflects the substance and benefit of the credit. Under IAS 20 Accounting for Government Grants and Disclosure of Government Assistance, the R&D tax credit, was deducted from administration expenses on a systemic basis. Under IAS 12 Income Taxes the R&D tax credit is included within tax credit / expense in the year that the claim relates to.

A change in accounting policy requires a retrospective adjustment and consequently the comparatives amounts have been restated. In 2018 an adjustment of GBP0.3 million has been deducted from administrative costs and a corresponding amount included as a tax credit. There is no adjustment to earnings per share or retained earnings. In 2019, GBP3.4 million has been recognised as tax credit. No periods prior to 2018 have been affected by the change in accounting policy.

- Ends -

For more information, please contact:

 
 Equals Group plc 
 Ian Strafford-Taylor, CEO                  Tel: +44 (0) 20 7778 
  Richard Cooper, CFO                                       9308 
                                               www.equalsplc.com 
 Cenkos Securities plc (Nominated Advisor 
  / Joint Broker) 
 Max Hartley / Callum Davidson              Tel: +44 (0) 20 7397 
  Nick Searle (Sales)                                       8900 
 Canaccord Genuity (Joint Broker) 
 Bobbie Hilliam / David Tyrell              Tel: +44 (0) 20 7523 
  Alex Aylen (Sales)                                        8150 
 Buchanan (Financial Communications) 
 Henry Harrison-Topham / Steph Watson       Tel: +44 (0) 20 7466 
  / Toto Berger                                             5000 
  equals@buchanan.uk.com                     www.buchanan.uk.com 
 

Notes to Editors:

Equals is a leading challenger brand in banking and payments that disintermediates the incumbent banks with a superior user experience and low-cost operating model. The Group enables its personal and business customers to make easy, low-cost payments both domestically and in a broad range of currencies across a range of products all via one integrated system.

Equals provides money movement services to both business and personal customers through five inter-connected channels - International Payments, Corporate Expenses platform, Bank Accounts, Travel Money (comprising currency cards and physical currency). International Payments channel supports wire transfer foreign exchange transactions direct to bank accounts. For corporates, Equals has a market-leading business-expenses solution based around its corporate platform and prepaid card which yields significant cost savings via tighter control on expenses before they are incurred coupled with eliminating inefficient processes. Equals also offers business and retail bank accounts with all the functionality offered by banks, namely faster payments, BACs, direct debits, international payments and a debit card. The Travel Money offerings (retail currency card and physical currency) represent cost-effective and secure methods for travelers to spend abroad.

Chairman's Statement

My statement this year focuses on three distinct themes: the first looks back at the Group's achievements and its performance in FY-2019; the second reports on how, post year-end, the Group has faced-up to, and successfully dealt with, the challenges posed by the Covid-19 pandemic; and the third, deals with the Group's current trading and future prospects.

The Group has two distinct customer groupings; business customers are referred to as "B2B," whereas retail customers are referred to as "B2C."

FY-2019 was a highly successful year for the Group.

   --             Revenues grew by 19% and successfully pivoted towards higher margin B2B customers; 

-- Continued investment in product and technology, completed a rebrand of the business away from the FX legacy into "Equals" being an umbrella brand for all products;

   --             Raised GBP15.6 million net of expenses for expansion; and, 
   --             Purchased, and integrated two significant and accretive acquisitions. 

The Group continued to make significant investments to increase the strength and resilience of its technical infrastructure along with product improvements. The Corporate Expenditure management product, Equals Spend, was responsive to the Group's planned focus and investment, joining the UK Faster Payments scheme and the upgrade of our risk evaluation methodology and resources resulting in further opportunities for expansion. Customer facing roles and technology were both enhanced and a clearer route to greater brand awareness across our products has been achieved.

Inevitably these upgrades take more than one accounting period to show their full benefit, but the Board is confident that the right steps were taken at the right time and looks forward to these upgrades reaching their full impact.

Covid-19 Response

2020 has seen global volatility caused by the Covid-19 pandemic. Equals has not been immune to this but the technology improvements made by the Group meant that all employees have been able to successfully work from home. Currently there are around one fifth of the staff under furlough but redundancies have been kept to a minimum. All employees including the Board and senior management agreed to a temporary 20% reduction in their remuneration over a three month period until greater visibility of the market has been possible.

The travel related products (bureau de change and retail pre-load travel cards) were, impacted almost immediately with revenues down 87% on the comparative period in 2019. To put this into context, this represented 29% of revenue in 2019 and is now only 4% of a significantly higher income base up to 26 June 2020.

The full financial consequences of Covid-19 are of course yet unknown, but profound. However, with the steps already taken by the Group together with further contingency planning, the board believes the Group remains in a strong position to move quickly to not only respond to market movements but look for emerging opportunities.

The Group is in the fortunate position of having no bank borrowing and thus has protected its cash position. At the time of writing the Group's free cash resources stood at GBP7.7 million.

Current trading and Outlook

Revenue streams in both the B2B segment and retail banking appear robust after the expected reduction in late March and April 2020. Revenue per day (excluding 'travel cash') rose to GBP103.4k in Q1-2020 (Q1-2019: GBP72k) and were GBP91k per day in the period 1 April to 25 June 2020 (Q2-2019: GBP86k). Despite the continued impact of Covid-19, in June 2020 revenues per day have averaged GBP113k (June 2019, excluding travel cash, GBP111k per day).

The Board remains optimistic about the Group's outlook. The Non-Executive Directors and I would like to thank the executive team and all our staff who have worked so diligently to position the Group so well.

Finally, following many years of growth, we are finalising the next stage of our succession plan and tomorrow, at our Annual General Meeting, I will welcome Alan Hughes to the Chair. Alan's significant experience in the sector speaks for itself and I look forward to working with him and continuing to serve Equals as a Non-Executive Director.

John Pearson

Chairman

28 June 2020

Chief Executive Officer's Report

I am delighted to report that the initiatives and measures implemented in FY-2018 produced such clear financial progress in FY-2019:

   -              Revenues increased by 19% and grew by 100% over a two-year period; 
   -              Revenue mix: B2B revenues rose 81%, comprising 56% of Group, up from 37% in FY-2018; 

- Adjusted EBITDA* at GBP9.1 million up 21% despite very challenging Brexit uncertainties and challenges.

- A loss after taxation of GBP5.4 million after an impairment charge of GBP4.9 million, and separately reported items of GBP3.4 million, (2018: Profit GBP2.6 million separately report items of GBP3.5 million)

*Adjusted EBITDA is defined as Earnings before: depreciation, amortisation, impairment charges, share option charges, and separately reported items, but after R&D tax credits

The growth of the Group with a number of different brands, required consolidation both from the perspective of market positioning and for corporate restructuring. Both were achieved in the year. The costs of this have been reported as "separately reported items" in the CFO report which follows.

The robustness of improved and regulatory compliant systems, meant that the Group was able to become a member of the UK Faster Payments scheme and open Real-Time Gross Settlement ('RTGS') accounts with the Bank of England. The FCA granted a Credit Broker Licence and the Group's relationship with US bank Metropolitan Commercial Bank ('MCB') goes from strength to strength. This has continued currently with banking facilities widened to now include Citibank.

Through both acquisitions and organic growth, the Group has achieved a pivot away from its legacy retail customer base ("B2C") to a greater proportion of its revenues from business customers ("B2B"). Revenues from B2B customers rose to GBP17.3 million (2018: GBP9.5 million) representing 56% of Group revenues (2018: 37%).

Rationalisation of the supply chains continued, and continues, with direct connectivity to payment schemes and longer-term commercial arrangements being reached with MasterCard and other card providers. The importance of these initiatives is emphasised by the current situation at Wirecard, which is addressed later in this statement.

Expansion continued in FY-2019, both organically and through acquisition, and two competing businesses, Hermex and Casco, were added to the Group and are now fully integrated. Casco, now branded Equals Connect, brings a white-label product enabling other FX and payment companies to scale their businesses by utilising its technology, banking, liquidity and compliance capabilities. Both businesses have significantly added to the B2B client base and contributed over GBP233.0 million of underlying transaction values in 2019.

The acquisitions were in accordance with three of the Group's stated strategies:

   i.      to consolidate smaller, attractive market participants; 
   ii.     expand its product range; and, 
   iii.    leverage its investment into deeper payments connectivity. 

In June 2019, the Group announced the rebranding of the Group to Equals to reflect the evolution of the product offering and strategic direction. Following the name change, the Group has moved towards a brand architecture on the B2B side with a suite of product brands underneath the Equals brand with a consistent identity. The Group has moved beyond its legacy, retail-focused foreign exchange business into integrated money management solutions for consumers and business. The unification of the brand simplifies the marketing messaging, optimising customer acquisition, retention and engagement whilst facilitating improved cross-selling between the portfolio of products.

The key segments of the Group and brands are as follows:

   International Payments                                                  Equals Pay 
   White label payments                                                    Equals Connect 
   Banking                                                                             Equals Money 
   Corporate expense control platform                           Equals Spend 
   Travel cards and travel money                                      Equals Go 

The Group accelerated investment in FY-2019 to improve products, infrastructure and security. A total of GBP8.3 million was invested in the year (FY-2018: GBP5.2 million) yielding new platforms for Equals Pay, Go and Spend and enhanced products for Equals Money. Whilst the Group will continue to invest, the substantial re-platforming work is now complete and hence investment costs will reduce in 2020 and 2021.

To enable this investment and provide seed capital for future acquisitions, the Group raised GBP15.7 million net of expenses during the year. This placed the Group in a strong financial position, which is so crucial as the Group continues to navigate the ongoing impact of the Covid-19 pandemic.

The Group started FY-2019 with a headcount of 206 and ended it with a headcount of 341, although this has since reduced to 322. Greater integration and rationalisation across the two main office sites (Chester and London) continues and further headcount reductions are expected from increased efficiencies.

The Group now has a deep pool of active customers across all of its business segments and its customer-facing objectives are to deliver exceptional service and grow the customer base, and it is well positioned to do so.

As reported on 17 March 2020, the current financial year started strongly and revenues were 33% higher than the comparable period in FY-2019. Understandably, Covid-19 has had a negative impact on many customers served by the Group and competitors to it, and Equals has not been immune to this. The Directors took immediate steps to conserve cash, elevate its risk controls, and to temporarily shut our City-based bureaux de change and furlough around one fifth of the workforce.

The employees have been astonishing in this time; enhanced technology investments paid off with all staff being able to work remotely at very short notice, and alongside the Board, staff voluntarily agreed to a temporary 20% reduction in salary, with the unifying aim of protecting the business and their own jobs going forward.

Financial reporting and the control environment

Under the leadership of Richard Cooper who was appointed as Group CFO in October, the Group has made a step-change in its financial reporting and control environment with a reorganised finance function driving significant improvements to performance data, and robust internal reporting.

Product development

The Group embarked on an ambitious programme to develop and upgrade a host of its technology across all business lines. This programme was undertaken, and resourced accordingly, to make a significant upgrade in product capabilities. The most significant projects worked on in FY-2019 were:

Infrastructure

-- A complete refresh of the Group's internal IT and Security infrastructure was completed resulting in robust business continuity once the Covid-19 crisis occurred;

-- Integration of the Group's reconciliation and international payments processing Engine MTS into the backend of all the Group's international payment and card products increased speed and reduced risk;

-- A real-time cloud-based transaction monitoring platform was developed for Group use across all its products, this is especially important in the Faster Payments integration and the future integration to Citi bank.

Banking

-- A step-change in domestic payment settlement was achieved by entering the Faster Payment and Bank of England RTGS schemes directly with the use of a proprietary built 'state-of-the-art' faster payment gateway;

-- A bulk payments feature was designed and built to support corporates and payroll companies to process large number of payments at speed;

   --    The user experience was refreshed across the CardOneMoney Apps; 

-- A new cards-based loans product sitting alongside the banking products in conjunction with iwoca was designed and built;

-- The integration of the Group's international payments functionality directly to existing customers of the CardOneMoney suite of products was completed.

Corporate Card Platform

-- Re-branding of the Corporate Card Platform to Equals Spend with improved user experience and the inclusion of new functionality such as a world class Rewards system;

-- New, cloud based, scalable, card-enabled, money-management platform designed and built and launched in the USA.

Retail cards

-- A Web and Mobile App Single Multi Currency travel card with freshly designed and build apps was built and delivered

International Payments

-- An entirely new cloud based international dealing platform allowing end users to self-serve currency exchange was designed, built and delivered

-- a multi-currency / multi-card banking product linking the power of FairFX products with CardOneMoney was delivered

Looking to the future, the talented engineering team have already made great progress in 2020 in upgrading the FX dealing platform, and a direct API for customer access.

Current trading and Outlook

In the year up to 26 June 2020, revenues per day averaged GBP108k (2019: GBP111k per day). Given the impacts of Covid-19, especially on travel-related products, this is an exceptional performance and reflects the underlying strength of the Group, its people, and its products. Concurrently, during the pandemic the Group has managed its cost base dynamically yielding a reduction of around GBP250k per month, and payment terms have been renegotiated with some key suppliers and landlords. We have participated in the UK Government's furlough scheme along with deferring PAYE settlements thus, at the date of this report the Group has GBP7.7 million of free cash resources, PAYE deferments of GBP1.5 million, but a R&D receivable of GBP2.3 million.

On 26 June, a supplier to the Group, Wirecard Card Services ('WDCS') had its licences suspended by the FCA. WDCS is one of three options the Group has for issuance of prepaid cards. This suspension does not affect the Group's B2B activities and disruption is mainly limited to B2C travel cards. The financial impact to the Group is limited in terms of currently anticipated results for 2020 and the Group has contingency plans in place should the situation at WDCS persist.

Revenues have increased since their Covid-19 related lows in April and I believe that the Group is now well-positioned for future growth and to take advantage of economic opportunities that may arise from the current unprecedented situation.

Ian Strafford-Taylor

Chief Executive Officer

28 June 2020

Chief Financial Officer's Report

To aid readers of these financial statements, the Group has chosen to present the primary statements in an alternative format and explain the major movements to the prior year along with issues of accounting impact and judgement. Each principal line in the P&L is explained. The report is in three sections:

A - Income and Expenditure Account

B - Balance Sheet

C - Cash Flow

The Group made two material acquisitions during the year, Hermex and Casco. Both of these brought a broader base of revenue and experienced revenue generating staff to the Equals team, and without property commitments, which therefore added synergistically to the Group.

Transactions with business customers are reported as 'B2B' and transactions with retail customers reported as 'B2C'.

Totals may not sum due to rounding. Percentages are calculating on underlying figures before rounding. A detailed review of the accounting policies and recognitions have led to some minor re-profiling between the first and second halves of the year. Where costs cannot be accurately attributed to each segment, they have been allocated on the basis of revenue.

A: Income and Expenditure account and its notes

Table 1

 
 In GBPmillions                   Note        2019       2018 
                                   ref 
 Underlying transaction values 
  - FX                            A1       2,117.5    1,783.7 
 Underlying transaction values 
  - Banking                                  769.4      585.5 
                                         ---------  --------- 
                                           2,886.9    2,369.2 
                                         ---------  --------- 
 In GBP000's 
 Revenue                          A2        30,945     26,092 
 Less: Variable costs             A3      (10,378)    (8,551) 
                                         ---------  --------- 
 Gross profits                    A4        20,567     17,541 
 Less: Marketing*                 A5       (2,037)    (2,768) 
                                         ---------  --------- 
 Contribution                               18,530     14,773 
                                         ---------  --------- 
 
 Gross expenditure                A6      (21,261)   (12,823) 
 Capitalised                                 8,307      5,251 
                                         ---------  --------- 
 Net expenditure                          (12,954)    (7,572) 
                                         ---------  --------- 
 
 R&D credits                                 3,479        311 
 
 Adjusted EBITDA*                            9,055      7,512 
                                         ---------  --------- 
 

*Adjusted EBITDA is defined as Earnings before: depreciation, amortisation, impairment charges, share option charges, and separately reported items, but after R&D tax credits

Underlying the results for the year were the following additional expenditures:

   --    Internally generated software (note B3) GBP8.3 million 

-- Rebranding costs treated as an exceptional item (note A5) GBP2.1 million

-- Separately reported items (note A7) GBP1.3 million

Tables 1a and 1b below show the reconciliation from Adjusted EBITDA to Operating Loss after taxation:

Table 1a -Reconciliation of adjusted EBITDA to (loss)/ profit after taxation, 2019

 
 GBP000's                 Notes   Operating    Finance   Taxation   Loss after 
                                       loss    charges 
                                                                     taxation, 
                                                                          2019 
 Adjusted EBITDA                      9,055          -          -        9,055 
 
 Separately reported 
  items                             (3,423)          -          -      (3,423) 
 
 Other items: 
 IFRS 16 depreciation                 (918)                     -        (918) 
  IFRS 16 finance 
   charges                                -      (234)          -        (234) 
 Other Depreciation          A8       (430)          -          -        (430) 
 Amortisation                A9     (2,831)          -          -      (2,831) 
 Impairment                 A12     (4,859)          -          -      (4,859) 
 Share option charges                 (123)          -          -        (123) 
 FX and similar             A11       (238)          -          -        (238) 
 Acquisition costs                    (478)          -          -        (478) 
 Deferred taxation                        -          -      (928)        (928) 
 Other tax credits                        -          -         35           35 
 R&D tax credits            A13     (3,479)          -      3,479            - 
                                 ----------  ---------  ---------  ----------- 
                                    (7,724)      (234)      2,586      (5,372) 
                                 ----------  ---------  ---------  ----------- 
 

Table 1b -Reconciliation of adjusted EBITDA to (loss)/ profit after taxation, 2018

 
 GBP000's                 Notes   Operating    Finance   Taxation       Profit 
                                     profit    charges 
                                                                         after 
                                                                     taxation, 
                                                                          2018 
 Adjusted EBITDA                      7,512          -          -        7,512 
 
 Separately reported 
  items                             (3,543)          -          -      (3,543) 
 
 Other items: 
 Depreciation                A8       (200)          -          -        (200) 
 Amortisation                A9     (1,318)          -          -      (1,318) 
 Impairment                               -          -          -            - 
 Share option charges                  (54)          -          -         (54) 
 FX and similar             A11        (20)          -          -         (20) 
 Acquisition costs                    (297)          -          -        (297) 
 Deferred taxation                        -          -        956          956 
 Other tax credits                        -          -      (417)        (417) 
 R&D tax credits                      (312)          -        312            - 
                                 ----------  ---------  ---------  ----------- 
                                      1,767          -        850        2,617 
                                 ----------  ---------  ---------  ----------- 
 

Note A1 - Underlying transaction values

Underlying transaction values, a non-IFRS measure, increased by 24% to GBP2,887 million (2018: GBP2,369 million). Acquisitions made in the year contributed 8% to the underlying transaction values, being GBP233 million.

Underlying transaction values by business line is defined below:

   International payments:                    funds sold by customers to acquire currency 
   Cards:                                                   funds loaded by customers onto their cards 

Cash: funds sold by customers to acquire another currency

   Banking:                                               funds deposited by customers 

The split of Underlying transaction values by segment is as below:

Table 2

 
 GBPmillions              International     Cards     Cash     Total     Banking             TOTAL 
                               Payments                           FX 
 B2B 
  2019                            1,214       271        -     1,485         604             2,088 
  2018                              766       173        8       947         240             1,187 
   % Change on year                 58%       57%        -       57%        152%               76% 
 
 B2C 
  2019                              348       161      124       633         166       *       799 
  2018                              482       219      135       836         346       *     1,182 
  % change on year                 -28%      -26%      -9%      -24%        -52%              -32% 
 
 TOTALS 
                     ------------------  --------  -------  --------  ----------          -------- 
  2019                            1,562       432      124     2,117         770             2,887 
  2018                          1,248       392      143     1,783         586       2,369 
  % change on year                25%       10%     -14%       19%         31%         22% 
                       --------------  --------  -------  --------  ----------    -------- 
 
 

Overall, underlying transaction values increased by 22% with B2B up 76% and B2C down 32%. B2B comprised 72% of the transaction values, up from 50% in 2018. The Group was putting more emphasis on B2B before Covid-19 and this strategy has served it well in 2020. As the retail market was part of the business most exposed to financial risks posed by Brexit, it is useful to combine the retail card transaction values with travel money transaction values as an aide-memoire. The total combined transaction volumes decreased by 19% over 2018.

Payments - Underlying transaction values increased 25% from GBP1,248 million to GBP1,562 million and included GBP233 million of Underlying transaction values from acquisitions made in the year. The organic focus was to de-emphasise lower margin retail customers, thus, B2C Underlying transaction values decreased by 28% but organic B2B Underlying transaction values increased by 26% to GBP967 million (2018: GBP766 million).

Card Underlying transaction values increased by 10% to GBP432 million, with B2B growing by 56% and B2C decreasing by 26%. This can be attributable to lower travel demands given the Brexit uncertainties.

The total number of card loads were as follows:

Table 3

 
 Card load data                            2019     2018   % change 
  Total number of card loads in 000's 
  - B2B                                     545      403        35% 
  -B2C                                      409      487       -16% 
                                        -------  -------  --------- 
  -Combined                                 954      890         7% 
                                        -------  -------  --------- 
 
 Average load size (in GBP) 
  -B2B                                   GBP484   GBP484          - 
  -B2C                                   GBP384   GBP393        -2% 
                                        -------  -------  --------- 
 - Overall                               GBP441   GBP434        +2% 
                                        -------  -------  --------- 
 

Travel Cash - Underlying transaction values decreased for three principal reasons:

   --             Equals exited partnerships that were marginal / loss making 
   --             The ongoing uncertainty regarding Brexit continued to have negative impact on travel 

-- Footfall in one of the London bureaux was adversely impacted by major roadworks in Q1-2019 preventing reasonable access.

Banking - Underlying transaction values increased by 31% to GBP769 million (2018: GBP585 million) with B2B showing growth of 152% whilst B2C was down by 52%. B2B comprised 78% of banking Underlying transaction values (2018: 41%). The increase in underlying transaction values was largely attributable to the growth in activity in high-volume merchant cash advances which attracts a 'per-pence' charge.

Note A2 - Revenue

Overall, revenue grew by 19% to GBP30.9 million in 2019 (2018: GBP26.1 million). Of this GBP4.9 million increase, GBP1.6 million was attributable to the accretive acquisitions made in 2019 (Hermex in August; Casco in November). The total generated from the Group's focus on B2B grew by 81% to GBP17.3 million (2018: GBP9.5 million).

Table 4 - Revenue

GBP000's

 
                International    Cards    Cash   Total FX       Banking      TOTAL 
                     Payments                                & Treasury 
 B2B 
  2019                  9,000    5,584       -     14,584         2,712     17,295 
  2018                  3,905    3,217     118      7,241         2,306      9,546 
  % Change on 
   year                  130%      74%       -        82%           18%        81% 
 
 B2C 
  2019                  2,928    5,710   2,389     11,028         2,622     13,649 
  2018                  4,484    6,780   1,959     13,223         3,323     16,546 
  % change on 
   year                  -35%     -16%     22%       -17%          -21%       -18% 
 
 TOTALS 
  2019                 11,929   11,294   2,389     25,612         5,333     30,945 
  2018                  8,390    9,997   2,077     20,464         5,629     26,092 
  % change on 
   year                   42%      13%     15%        25%           -5%        19% 
 

International Payments (now rebranded 'Equals Pay')

Organic revenues grew 23% from GBP8.4 million to GBP10.3 million, augmented by a further GBP1.6 million of additional revenue derived from acquisitions made in the year, thus total reported revenue rose by 42%.

The acquisitions cemented the strategy to pivot away from B2C business and thus B2B as a proportion of the total rose from 47% to 75% of the International Payments book.

During 2019, spot trading represented 72% of Underlying transaction values and 64% of revenue in International Payments, whilst forward trading represented 28% of Underlying transaction values and 36% of revenue.

Excluding the white label business acquired through Casco, the International Payments business averaged 1,000 deals a week from 6,524 customers, generating around 75 basis points per transaction. This was an average deal just shy of GBP30k.

Cards

Despite a very challenging economic background, overall the revenue from the card business rose 13% from GBP10.0 million to GBP11.3 million. The card business has many income components, the amounts for each are not disclosed for competitive reasons, but comprise:

   -    load fees 
   -    out of currency fees 
   -    interchange 
   -    ATM fees 
   -    card interest and in certain cases, 
   -    management fees. 

In addition to these components, but, included in the GBP11.3 million (2018: GBP10.0 million), there are financial arrangements with card issuers and card schemes which generate other income streams. During 2019, these additional revenue streams amounted to GBP0.6 million (2018: GBPnil) on a one-off basis and GBP0.9 million (2018: GBP1.0 million) on a recurring basis (dependent on underlying trading volumes).

B2B components (mainly 'Equals Spend', the Corporate expense management product), rose by 74% to GBP5.6 million and now comprises 49% of the book, up from 32% in 2018.

The retail card product declined in the year by 16% to GBP5.7 million and the business was clearly impacted by Brexit related uncertainty and reduced leisure travel.

Over 120,000 B2C customers loaded an average of GBP1,300 with an average load margin of 1.76%, whilst 52,000 B2B customers loaded an average of GBP5,000 with a 0.39% margin.

Travel cash

Despite a fall in Underlying transaction values in the cash business, revenues rose by 15% to GBP2.4 million through three main initiatives:

   --    Margins in-store were increased 

-- The online pricing strategy changed, from being "top" of the comparison websites to "competitive," resulting in lower volumes but higher gross margins

-- The promotion of partnerships (on revenue share agreement) to increase margins to become more profitable.

Combining retail card transactional revenue* with cash as 'travel money' then the total combined revenue fell 7% to GBP8.1 million (2018: GBP8.7 million).

*excluding rebate allocations

Banking (now rebranded 'Equals Money'), and Treasury

Revenues decreased in the year by 5% as the business pivoted away from sub-prime retail to focus on corporates. Indeed, B2B revenue rose by 17% and now exceeds revenue from retail customers.

An average of 4,500 B2B customers generated a combined average revenue per day of GBP10k, whilst the lower margin B2C segment had around 10,000 customers generating a similar daily revenue.

Included in this segment is interest earned on house funds. Given the low interest rates and certain regulatory restrictions governing the deposits on which the Group can earn interest, the Group earned a total of GBP150k in interest during the year (2018: GBP145k). At 31 December 2019 the Group had fiduciary responsibility for a total of GBP52.4 million in bank accounts not included in the Group's consolidated balance sheet (31 December 2018: GBP48.0 million). Interest income has been included in the segmental revenue where earned.

Note A3 - Variable costs

Variable costs include those of a transaction nature across all business lines along with direct marketing costs or revenue shares (CPA and affiliate commissions), and broker remuneration paid by way of revenue related commissions plus associated employer national insurance. In addition, the card business suffers chargebacks and compensation payments arising from disputes, which, for customer satisfaction, the Group might choose to shoulder itself.

The principal components of the variable costs are shown below:

Table 5

 
 GBP000's                        International   Cards    Cash   Banking    TOTAL 
                                      Payments 
 2019 
 Transaction costs*, issuance 
  costs and bank charges                   811   3,961   1,036     1,388    7,196 
 Direct marketing, affiliate 
  commissions                            1,053     318       -        17    1,388 
 Sales commissions                       1,674     113       7         -    1,794 
                                --------------  ------  ------  --------  ------- 
                                         3,538   4,392   1,043     1,405   10,378 
                                --------------  ------  ------  --------  ------- 
 *including chargebacks and 
  compensation payments . 
 
 2018 
 Transaction costs*, issuance 
  costs and bank charges                   747   3,495     857     1,336    6,435 
 Direct marketing, affiliate 
  commissions                              333     484       -        28      845 
 Sales commissions                       1,200      71       -         -    1,271 
                                --------------  ------  ------  --------  ------- 
                                         2,280   4,050     857     1,364    8,551 
                                --------------  ------  ------  --------  ------- 
 

Note A4 - Gross profit and margin

Gross profits as measured by the Group are revenues, less variable costs.

Table 6

GBP000's

 
                  International   Cards    Cash   Banking    TOTAL 
                       Payments 
 2019 
 Gross profit             8,391   6,902   1,346     3,928   20,567 
 GP margin %                42%     61%     56%       74%      66% 
 
 2018 
 Gross profits            6,110   5,947   1,220     4,265   17,541 
 GP margin %                73%     60%     59%       76%      67% 
 

Margins by vertical remained broadly the same across both years, although the acquisition of Casco in November 2019 brought higher international payment revenues at a lower aggregate margin owing to its relationships with affiliates, particularly the white-label business now rebranded 'Equals Connect'. Gross profits on the card business was positively impacted by some of the non-transactional revenue streams earned in the year.

Note A5 - Marketing and rebranding

Other than cost per acquisition expenditure ("CPA") and affiliate marketing spend which has been shown within variable costs, the Group has both rebranded (as Equals) in the year and continued its other marketing initiatives. The total cost of this expenditure, including that part which has been categorised as an exceptional item below Clean EBITDA is shown below:

Table 7

 
 GBP000's                                2019    2018 
 Marketing                              2,037   2,768 
 Rebranding                             2,053     308 
                                     --------  ------ 
 Total                                  4,090   3,076 
 Less: treated as Exceptional item    (2,053)   (308) 
                                     --------  ------ 
 Net marketing cost                     2,037   2,768 
                                     --------  ------ 
 

The split of marketing by business unit* was as follows:

 
 Cards and travel cash    1,389   1,791 
 Banking                    571     946 
 Corporate and central       76      31 
                         ------  ------ 
                          2,037   2,768 
                         ------  ------ 
 

*the International Payments business relies on affiliate commissions which are included in variable costs.

As was well trailed during 2019, the Group embarked on a major project to re-brand the businesses into one umbrella brand 'EQUALS'. Thus, resources were deployed and invested in this as opposed to traditional marketing. The cost of this investment project has been taken to Exceptional items. The project commenced in Q4-2018.

Note A6 - Expenditure analysis (other than marketing)

The principal components of expenditure as appearing in the accounts were as follows:

Table 8

GBP000's

 
                                      Less          Less   Sub-total           Less 
 2019                   Gross   Separately       IFRS 16                Expenditure      Net 
                                  reported    transition                Capitalised 
                                     items 
 Staff costs           18,497        (895)             -      17,602        (7,801)    9,801 
 Property, 
  insurance 
  & office expenses     2,372        (151)       (1,152)       1,069          (204)      865 
 Professional 
  fees                  1,283        (324)             -         959              -      959 
 IT & telephone         1,180            -             -       1,180          (302)      878 
 Travel and 
  similar                 451                          -         451              -      451 
 TOTALS                23,783      (1,370)       (1,152)      21,261        (8,307)   12,954 
--------------------  -------  -----------  ------------  ----------  -------------  ------- 
 
 
                                     Less:                      Less: 
 2018                   Gross   Separately   Sub-total    Expenditure     Net 
                                  reported                Capitalised 
                                     items 
 Staff costs           13,151      (2,856)      10,295        (5,251)   5,044 
 Property, 
  insurance 
  & office expenses     1,230         (76)       1,154              -   1,154 
 Professional 
  fees                    709        (217)         492              -     492 
 IT & telephone           667         (37)         630              -     630 
 Travel and 
  similar                 301         (49)         252              -     252 
 TOTALS                16,058      (3,235)      12,823        (5,251)   7,572 
                      =======  ===========  ==========  =============  ====== 
 
 

Staff costs comprise the largest gross expenditure with around 2/3(rd) based in the London properties and 1/3(rd) in Chester, although the Group is consciously moving more transactional related work to Chester.

Gross Staff costs (which include employees, contractors, recruiting and training costs increased to GBP18.5 million with GBP7.8 million capitalised and GBP0.9 million shown as a separately reported item (see note A7). (2018: GBP13.2 million with GBP5.2 million capitalised and GBP2.9 million taken as shown as a separately reported item. The increase in costs principally reflects:

   --    well-publicised initiatives to invest in new product, new technical capabilities and similar 
   --    further GBP1.3 million people on-boarded from the acquisitions made in the year 
   --    GBP895k treated as an exceptional item included 

o GBP530k invested in the rebranding project

o GBP337k incurred on Group restructuring and the reduction of the number of companies in the Group

GBP7,801k of these staff costs have been capitalised (2018: GBP5,251k), being related to investment in internally capitalised software projects, the most significant of which were:

 
                                           Cost in GBP'000s   Product line 
 Retail card web and mobile applications        1,172         Equals Go (retail card) 
 Serve-self payments application                  863         Equals Pay (international 
                                                               payments) 
 Web and mobile platform for corporate            724         Equals Spend (corporate 
  expenses                                                     expense platform) 
 Technical infrastructure                         643         All products 
 Reconciliation and accounting                    597         Equals Pay (international 
                                                               payments) 
 

The Group started 2019 with a total headcount of 206 (155 of staff on its payroll and a further 51 contractors); the Group ended the year with 341 (328 employees and 13 contractors) of which 29 staff joined from the businesses acquired during the year. At 29 June 2020, the number of employees on the June 2020 payroll was 315 of which 65 were furloughed. There were a further 7 contractors.

At 31 December 2019 the Group comprised:

   --    five male Board members 
   --    senior managers of which nine were male and two were female 
   --    employees of which were 222 were male and 82 were female 

Property costs increased during the year to a gross expense of GBP2,194k (2018: GBP1,230k) reflecting the investment in new London office leases in Vintners Place. The impact of IFRS 16 is a credit of GBP1,152k, and expected to be GBP1.2 million in 2020.

Professional fees , totalled GBP1,283k (2018: GBP1,077k) before exceptional items of GBP323k and includes the costs of being on AIM in the public markets along with audit, legal etc. Taken to exceptional items were:

   --    GBP92k to anti client poaching litigation (successfully resolved); 
   --    GBP136k incurred on group restructuring costs; and, 
   --    GBP95k on the rebranding project. 

IT & telephone costs rose to GBP1,180k before exceptional items of GBP302k, (2018: GBP667k) reflecting the expansion of the trading volumes and the preparation for Faster Payments which went live in February 2019.

Travel costs - these were higher than in 2018 and reflected the initiatives to prepare for the USA product launch, on our corporate expense platform.

R&D credits -Of the GBP3,479k R&D credit, GBP2,330k remains receivable.

Change in accounting policy

During the year, the Group changed its accounting policy for research and development tax credits (R&D tax credit) which had previously been accounted for under IAS 20 Accounting for Government Grants and Disclosure of Government Assistance . The Group believes that accounting for the R&D tax credit is more appropriate under IAS 12 Income Taxes which better reflects the substance and benefit of the credit. Under IAS 20 Accounting for Government Grants and Disclosure of Government Assistance , the R&D tax credit, was deducted from administration expenses on a systemic basis. Under IAS 12 Income Taxes the R&D tax credit is included within tax credit / expense in the year that the claim relates to.

A change in accounting policy requires a retrospective adjustment and consequently the comparatives amounts have been restated. In 2018 an adjustment of GBP311k has been deducted from administrative costs and a corresponding amount included within tax credit. There is no adjustment to earnings per share or retained earnings. In 2019, GBP3.4 million has been recognised as tax income. No periods prior to 2018 have been affected by the change in accounting policy.

Note A7 - Separately reported items

As the Group repositions itself from a B2C travel money operator in cash and card form to a B2B focused payments group across card, FX and banking, and as it increases its governance and corporate reporting and control functions, it has been inevitable that material 'change' costs have been incurred. A consolidated statement of these is as below showing the source and destination of costs across 2019 and 2018:

Table 9

GBP000's

 
 2019                Rebranding   Reorganisations        Product   Litigation     Total 
                                                     development      & other 
 People                     530               337              -           28       895 
 Property                     -               106              -            -       106 
 Professional fees           96               136              -           92       324 
 IT & telephone               -                 -              -            -         - 
 Other costs                 46                 -              -            -        46 
                    -----------  ----------------  -------------  -----------  -------- 
                            672               579              -          120     1,371 
 Marketing                2,053                 -              -            -     2,053 
                    -----------  ----------------  -------------  -----------  -------- 
 Total, separately 
  reported items          2,725               579              -          120     3,423 
                    -----------  ----------------  -------------  -----------  -------- 
 
   2018 
 People                     282             1,169          1,405              -   2,856 
 Property                     -                76              -              -      76 
 Professional fees            -               217              -              -     217 
 IT & telephone               -                37              -              -      37 
 Other costs                  -                49              -              -      49 
                    -----------  ----------------  -------------  -------------  ------ 
                            282             1,548          1,405              -   3,235 
 Marketing                  308                 -              -              -     308 
                    -----------  ----------------  -------------  -------------  ------ 
 Total, separately 
  reported items            590             1,548          1,405              -   3,543 
                    -----------  ----------------  -------------  -------------  ------ 
 
 

Note A8 - Depreciation of tangible fixed assets

Further investment in the technical hardware and infrastructure of the Group amounting to GBP1.5 million (2018: GBP1.0 million, including GBP300k acquired in business combinations) during the year led to an increase in depreciation to GBP430k (2018: 200k). Assets are depreciated over their expected useful lives:

   Leasehold improvements                            10 years 
   Fixtures and Fittings                                       3-5 years 
   Plant and Machinery                                      3-5 years 

Note A9 - Amortisation of intangible assets

The further capitalisation of expenditure, mainly staff costs, relating to product development and similar, was GBP8.3 million during the year (2018: GBP5.3 million). This has led to amortisation increasing to GBP2.8 million (2018: GBP1.3 million).

Intangibles assets are amortised over their expected useful lives between 3 - 10 years.

Note A10 - Transition to IFRS 16

IFRS 16, Leases adopted from 1 January 2919, replaces operating and finance leases with a single lessee accounting model. As a result, the Group has brought operating lease assets and liabilities onto the Balance Sheet, resulting in a depreciation charge of GBP0.9 million and a finance charge of GBP0.2 million being recorded in 2019. The 2018 comparatives have not been restated.

Note A11 - Foreign Exchanges losses and central Interest expense

The Group does not carry material foreign exchange risks, however under IFRS9 the Group is required to fair-value foreign exchange forward contracts entered into with customers but backed-to-back with liquidity providers. The total of FX losses reported were GBP230k (2018: GBP20k), which includes the fair-value adjustment.

Interest expense of GBP10k arises from a negative interest charge on Euro deposits which are kept to a minimum.

Note A12 - Impairment of cash generating units

CardOneBanking was acquired in 2017 for a total of GBP17.1 million and has undergone an impairment review in line with IAS 36.

For the updated 2019 forecast outlook, management took a more conservative view on the future revenue growth rates for the Banking CGU : 5% YoY (2018: 15% YoY), which resulted in the value in use calculation (the discounted future cashflows) for the Banking CGU being lower than carrying value, resulting in an impairment of GBP4.9 million.

The more conservative forecast, was a result of the strategic decision in early 2019 to pivot away from the sub prime retail book (revenue down 21% in 2019 on prior year) to the corporate book (revenue up 18% in 2019 on prior year) and the subsequent impact on the short term revenue growth overall. Investments in the corporate offering to date (lending, direct faster payments, improved UX) and in the pipeline were not given as significant weight on the growth rate as in the previous forecasts as a more conservative view was taken. For example, B2B faster payment opportunities were not factored in

Note A13 - Taxation

The Group recorded a tax expense of GBP1.1 million for the year (2018 tax credit: GBP0.5 million). This tax charge arises from accounting for deferred tax. At 31 December 2019 the Group retained GBP10.9 million of tax losses which are capable of being utilised going forward in future years. The Group does not anticipate paying corporation tax for at least 24 months.

The Group makes claims for R&D tax credits. Given the materiality of the qualifying expenditure, the Group has changed its accounting policy for recognising this credit from:

   --    IAS20 Accounting for Government Grants and Disclosure of Government Assistance, to 
   --    IAS12 Income Taxes 

A change in accounting policy requires a retrospective adjustment and consequently the comparative amounts have been restated. In 2018 an adjustment of GBP311k has been deducted from administrative costs and a corresponding amount included within tax credit. There is no adjustment to earnings per share or retained earnings. In 2019, the GBP3.4 million has been recognised as tax income. No periods prior to 2018 have been affected by the change in accounting policy.

B. Balance Sheet and its notes

The Balance Sheet as presented below is presented in an alternative format than the Consolidated Statement of Financial Position' in the financial statements.

Table 10

 
                                                         31 December 2019                31 December 2018 
 In GBP000's                            Notes        On Balance   Off balance        On Balance   Off Balance 
                                                          sheet         sheet             sheet         sheet 
                                                                        (memo                           (memo 
                                                                        only)                           only) 
 Non-current assets* 
  Net book value b.fwd                                   28,050                          17,787 
  Additions - tangible fixed 
   assets                                                 1,452                             671 
  Additions - internally 
   capitalised software                                   8,307                           5,251 
  Additions - other purchases 
   of intangibles                                           806                             508 
  Additions - through business 
   combinations                                           4,801                           5,352 
  Depreciation in the year                                (430)                           (200) 
  Amortisation in the year                              (2,831)                         (1,319) 
  Impairments in the year                               (4,859)                               - 
                                                    -----------                     ----------- 
 Net book value c.fwd                                    35,296                          28,050 
                                                    -----------                     ----------- 
 
 Cash resources 
   Cash at bank and in hand 
   - free funds                                          10,913             -             7,509             - 
    Cash at bank and in hand 
    - regulatory deposits                                   352        52,441               351        48,026 
                                                    -----------  ------------       -----------  ------------ 
                                                         11,265        52,441             7,860        48,026 
  Regulatory deposits with 
   liquidity providers                                    3,717             -             1,457             - 
                                                    -----------  ------------       -----------  ------------ 
 Sub-total, working liquid              B5, Table 
  funds                                  13              14,982        52,441             9,317        48,026 
                                                    -----------  ------------       -----------  ------------ 
 
  Other current assets and 
   liabilities* 
    Card stock and other inventories     B6                 264             -               287             - 
    Trade and other debtors               B7              3,374             -             1,961             - 
    Accrued income                        B8              1,723             -             1,332             - 
    Net derivative financial 
    assets                                B9                372             -               603             - 
    Accrued R&D credit                    B10             2,535             -             1,261             - 
    Trade payables, other payables 
    and accruals                          B11           (5,667)             -           (5,543)             - 
    Retention and deferred 
    consideration on acquisitions 
    Customer balances                     C3            (1,211)             -                 - 
 
                                                        (1,071)      (52,441)                        (48,026) 
                                                    -----------  ------------       -----------  ------------ 
                                                            319      (52,441)              (99)      (48,026) 
                                                    -----------  ------------       -----------  ------------ 
 
 IFRS 16 Leases net balance                               (294)             -                 -             - 
 Net deferred tax (liability)/asset 
  *                                                       (788)             -               995             - 
 
 Shareholder funds                                       49,517             -            38,266             - 
                                                    -----------  ------------       -----------  ------------ 
 

*all components of deferred taxation are shown here as 'net deferred tax (liability)/asset'

A bridge from 31 December 2018 to 31 December 2019 can be explained as follows:

Table 11

 
 GBP 000's                                  2019     2018 
 Shareholder funds at 1 January           38,266   35,045 
 Add: Capital raised during the           15,430        - 
  year for cash 
 Add: Shares issued in pursuance           1,318        - 
  of acquisitions 
 Add: Shares issued against deferred         130        - 
  consideration 
 Less: Result for the year (table 
  1a)                                    (5,372)    2,618 
 Non-cash, share based payments 
  through reserves                         (403)      603 
 Non-controlling interest                    118        - 
 Other movements in reserves                  30        - 
                                        --------  ------- 
 Shareholder funds at 31 December         49,517   38,266 
                                        ========  ======= 
 

The funds attributable to customers are shown as memorandum item. Consistent with 2018, these funds, held on behalf of customers of both CardOneBanking and International Payments have been excluded from the balance sheet following legal advice received in connection with the risks and rewards to the Group. Nevertheless, these funds remain within the fiduciary obligations of the Directors and are included in the table above as an 'aide-memoire'. It is notable that these balances grew by 9.2% to GBP52.4 million up from GBP48.0 million at 31 December 2018. This reflects the growth of the underlying use of the Group's platforms.

Note B1 - Tangible fixed assets

The Group incurred costs of GBP1.03 million as it upgraded both the London and Chester sites. The London office was refurbished and upgraded in the year resulting in GBP838k being invested and in November, the Chester office was relocated resulting in GBP195k of expenditure. A further GBP449k was spent on IT and office equipment.

Note B2 - Intangibles acquired through acquisitions

Hermex was acquired for GBP2.0 million of which GBP1.18 million has been recognised as goodwill. Casco was acquired for GBP2.2 million with GBP1.7 million paid at acquisition. Goodwill of GBP1.2 million has been recognised.

Note B3 - Internally capitalised software

The Group continued its high levels of investment at substantially lower cost than would have been incurred if it had outsourced the development. In Banking, the Group gained 'Faster Payments' access in February, and the costs incurred on this project were GBP132k (2018: GBP279k).

Other notable developments included:

 
                                   Cost in GBP'000s   Product line 
 Retail card web and mobile        1,172              Equals Go (retail card) 
  applications 
 Serve-self payments application     863              Equals Pay (international 
                                                       payments) 
 Web and mobile platform for        724               Equals Spend (corporate 
  corporate expenses                                   expense platform) 
 Technical infrastructure           643               All products 
 Reconciliation and accounting      597               Equals Pay (international 
                                                       payments) 
 

Note B4 - Externally purchased other intangible assets

GBP0.8 million was incurred on externally acquired assets in the year (2018: GBP0.5 million) of which GBP0.3 million related to trademarks and GBP0.5 million in relation to software development. Principal suppliers include Comparison Works; UTSP; Vocalink and Access System.

Note B5 - Liquid funds

Daily volatility of funds from customers and liquidity providers makes it more meaningful to aggregate these balances with house funds and regulatory deposits for the purpose of explanation here. The combined total at 31 December 2019 was GBP15 million or GBP8.4 pence per share (208: GBP9.3 million, 6 pence per share). Greater detail on the cash flows are included in section C to this report.

Note B6 - Card stock

Card Stock refers to the cost of production of a prepaid debit card, the costs principally being card plastic and the chips contained within the card plastic. Card stock is ordered in bulk quantities and the unit cost of a card is charged to the income statement when a card is issued to a customer on successful registration. The card stock is kept securely at the card manufacturer.

Note B7 - Trade and other debtors

Debtors principally relate to amounts owed by card and cash product financial service providers such as banks and other financial institutions (GBP1.5 million; 2018: GBP1.7 million) and supplier prepayments (GBP1.4 million; 2018: GBP1.6 million). Trade debtors from the travel cash business corporate customers were GBP0.9 million.

Note B8 - Accrued income

Accrued income was [GBP1.7] million (2018: GBP1.3 million) and arises principally from card schemes.

Note B9 - Derivative financial assets and liabilities

These principally comprise the embedded profit value of forward trades. At the balance sheet date there were 1,021 of forward contracts with an aggregate gross value of GBP102 million and a net value of GBP0.5 million (2018: GBP41.5 million gross, (GBP0.06 million net)).

Of the forward contracts, 45% by value were GBP/USD and 47% by value were GBP/EUR.

Note B10 - Accrued R&D credits

The Group makes elections to HMRC to recover the portion of expenditure entitled to be reclaimed. As a rule of thumb, qualifying R&D expenditure is multiplied by 230% to create a taxable expense and then that expense is surrendered, subject to available tax losses in the year, at 14.5% to HMRC to create a receivable R&D tax credit. The cash impact of this is normally received within 12 months of the year end following submission of the tax returns. Of the 2018 claim of GBP1.3 million, GBP1.1 million was received in 2019 with a further GBP0.2 million received in January 2020.

Note B11 - Trade creditors and accruals

Trade creditors include costs relating to properties, office equipment, software subscriptions, marketing, professional fees, affiliate commissions and contractors. Other payables include PAYE of GBP553k (2018: GBP429k), staff commissions of GBP255k (2018: GBP120k) and affiliate commissions of GBP70k (2018: GBP28k).

Note B12 - Non-Controlling Interest

GBP119k has been recognised within Equity as a non-controlling interest and GBP29k recognised in the Income and Expenditure account (2018: GBP nil). This arises from the minority stake retained by the shareholders of Casco Connect Limited (now renamed Equals Connect Limited), the white-label International Payments product.

Note B13 - Issued share capital

The table below shows the changes in issued share capital during 2019:

Table 12

 
 Date                   Number   Event                                         Gross       Net cash 
                     of shares                                              proceeds       received 
                                                                               (GBP)          (GBP) 
 1 January 
  2019             155,368,259 
                                 Shares issued to Crystal Amber 
                                  through warrant exercise following 
                                  their share subscription agreement 
                                  in 2016. Warrant price, 27.0 pence 
 27 March 2019       7,500,000    per share                                2,025,000      2,025,000 
                                 Deferred consideration of Q Money 
                                  Limited issued at 43.5 pence per 
 16 May 2019         1,149,424    share                                      499,999              - 
                                 Share options exercised at 36.44 
 29 May 2019           300,000    pence                                      109,320        105,120 
                                 Subscription from founder of Hermex 
 9 August 2019         851,063    at 117.5 pence per share                 1,000,000              - 
                                 Share options exercised at 29.75 
 9 August 2019          33,333    pence                                        9,917          9,917 
 20 August                       Share placing at 110.0 pence before 
  2019              12,727,000    expenses of GBP825,305                  13,999,700     13,174,395 
                                 Shares issued on open offer under 
                                  Excess Application facility at 
 4 September                      110.0 pence per share before expenses 
  2019                 246,173    of GBP39,950                               270,790        230,840 
 22 November                     Issue of shares following acquisition 
  2019                 377,666    of Casco at 84.4 pence per share           318,750        318,750 
 11December                      Share options exercised at 29.75 
  2019                  50,000    pence per share                             14,875         14,875 
                 -------------                                           ----------- 
 31 December 
  2019             178,602,918                                            18,248,350   15,878,897 
                 -------------                                           -----------  ----------- 
 
 1 January 
  2019            155,3685,259 
                    22,851,326   Cash raised from equity issues                        15,748,985 
                       383,333   Cash raised from share option exercise                   129,912 
                 -------------                                                        ----------- 
 31 December 
  2019             178,602,918                                                         15,878,897 
                 -------------                                                        ----------- 
 

C. Cash flow and notes

The table below aggregates the movements across Bank and Liquidity providers:

Table 13

 
 GBP 000's                                2019          2019      2018          2018 
 Adjusted EBITDA (Table 1)                             9,055                   7,513 
 Less: R&D rebate accrued for 
  current year                         (2,535)                 (1,261) 
 Less: IFRS 16 impact                  (1,152)                       - 
 Less: Exceptional items (Table 
  9)                                   (3,903)                 (3,840) 
 Add / (Less): Working capital 
  absorption and similar                 2,211                     933 
                                      --------                -------- 
                                                     (5,379)                 (4,168) 
 Less: Internally capitalised 
  software (table 8)                   (8,307)                 (5,251) 
 Less: Purchase of other intangible 
  assets                                 (806)                   (508) 
                                      --------                -------- 
                                                     (9,113)                 (5,759) 
 Less: Purchase of property, 
  plant and equipment                                (1,452)                   (671) 
                                                ------------            ------------ 
                                                     (6,889)                 (3,085) 
 Add: Cash raised from equity           15,749                       - 
  issues (Note C1) 
 Add: Cash raised from share               130                       - 
  options (Note C2) 
                                      --------                -------- 
                                                      15,879                       - 
 Less: Cash consideration for 
  acquisitions net of cash acquired 
  (Note C3)                                          (3,325)                 (6,564) 
 
 NET CASH FLOWS                                        5,665                 (9,649) 
 
 Balance at 1(st) January                              9,317                 *18,966 
 
 Balances at 31 December                              14,982                   9,317 
                                                ------------            ------------ 
 
 Comprising: 
 
 Cash at bank and in hand including 
  regulatory deposits                                 11,265                   7,860 
 Balances with liquidity providers                     3,717                   1,457 
                                                      14,982                   9,317 
                                                ------------            ------------ 
 
 Shares in issue                                 178,602,918             155,368,259 
 
 Amount per share                                  8.4 pence               6.0 pence 
                                                ------------            ------------ 
 

*The composition of balances at 31 December 2017 was:

 
 Cash at bank and in hand including regulatory 
  deposits                                            17,803 
 Balances with liquidity providers                     1,163 
                                                      18,966 
                                                     ------- 
 

Note C1 - Cash from equity raise

As shown in note B12, GBP15.8 million net of expenses, was raised from the issue of shares other than from employee share options exercised during the year.

Note C2 - Cash from the exercise of share options

A total of 383,333 of share options were exercised by employees during the year generating gross funds of GBP134,112 and after costs of GBP4,200 the net received was GBP129,912.

Note - C3 - Acquisitions during the year

The Group made two material acquisitions during the year:

- On 9 August 2019 it was announced that the Group would acquire the trade and assets of Hermex International Limited and integrate it into the Group's International Payments business. The initial cash consideration paid was GBP0.7 million. A key executive who joined the Group agreed to subscribe for 851,063 ordinary shares at the prevailing price of 117.5 pence, a total subscription of GBP1,000,000. At the balance sheet date, GBP300,000 of deferred consideration was outstanding and this was settled in Q1-2020.

- On 19 November 2019 it was announced that the Group would acquire Casco Financial Services Limited and integrate it into the Group's International Payments business. The initial cash consideration was GBP1.406 million (with GBP400k being subject to a retention); augmented by the issue of 377,666 ordinary shares of 1 pence at 84.4 pence; and a further contingent consideration of GBP510,626. At the balance sheet date GBP400,000 of deferred consideration and GBP510,626 contingent consideration was outstanding. As part of the acquisition, one company acquired has a minority interest of 48.19%. The results from this shown within non-controlling interests.

Historic acquisition

On 20 February 2018 the Group acquired City Forex Limited. The total paid for the company was GBP9,216,552, but GBP2,652,718 of cash was left on its balance sheet so the net cash outflow (excluding professional fees) was GBP6,563,834.

Post Balance Sheet Event - Wirecard AG

The Group has a financial relationship with Wirecard Card Solutions Limited ("WCSL"), a wholly owned subsidiary of Wirecard AG. WCSL is regulated by the Financial Conduct Authority (FCA) under its electronic money licence and provides card issuing services to the Group.

Wirecard AG, the parent of WCSL filed for insolvency on 25 June 2020 and so subsequently the FCA took the step to freeze WCSL's regulated trading activities on the 26 June 2020 in order to protect customer funds held by WCSL in trust accounts with deposit taking banks and as a consequence has temporarily paused its card issuing services, including cards issued to the Group's customers. The Group's receivables position as at 31 December 2019 was GBP665k and at the date of this statement was GBP359k.

In preparing its going-concern models, the Group did extensive scenario planning and included in this analysis a scenario where significant trade receivables were not collected. Card deposits are not on the Balance Sheet of Equals Group plc, they are held with Wirecard Card Solutions and ring-fenced under the FCA rules with Tier-1 banks.

Considering the above information, the Group has no reason to believe that WCSL is insolvent and therefore there is no requirement to impair the receivable outstanding.

Richard Cooper

Chief Financial Officer

28 June 2020

CONSOLIDATED statement OF COMPREHENSIVE INCOME

FOR THE YEARED 31 DECEMBER

 
                                                 2019                              2018                   2018 
                                                                             (Restated) 
                                 Note             GBP                 GBP                           GBP 
 
 Gross value of currency 
  transactions sold                     2,117,459,669       1,783,710,215                 1,783,710,215 
                                                           -------------- 
 
 Revenue on currency 
  transactions                             25,611,521          20,463,645                    20,463,645 
 Banking revenue                            5,333,203           5,628,747                     5,628,747 
                                       --------------      --------------                -------------- 
 Revenue                          2        30,944,724          26,092,392                    26,092,392 
 Direct costs                     2      (10,378,265)         (8,551,315)                   (5,605,691) 
                                       --------------      --------------                -------------- 
 Gross profit                     2        20,566,459          17,541,077                    20,486,431 
 
 Administrative expenses                 (20,123,517)        (14,156,777)                  (16,790,975) 
 Amortisation charge                      (2,830,587)         (1,318,649)                   (1,318,649) 
 Impairment charge                        (4,858,898)                   -                             - 
 Acquisition expenses                       (478,476)           (297,484)                     (297,484) 
                                       --------------      --------------                -------------- 
 Total operating expenses                (28,291,478)        (15,772,910)                  (18,407,108) 
                                       --------------      --------------                -------------- 
 
 Operating (loss) / profit                (7,725,019)           1,768,167                     2,079,323 
 
 Finance costs                              (233,564)                   -                             - 
                                       --------------      --------------                -------------- 
 (Loss) / profit before tax       3       (7,958,583)           1,768,167                     2,079,323 
 
 Tax credit                       5       (2,586,885)             849,499                       538,343 
                                       --------------      --------------                -------------- 
 
   (Loss) / profit and total 
   comprehensive (expense) 
   / income for the year                  (5,371,698)           2,617,666                     2,617,666 
                                       ==============      ==============                ============== 
 Loss is attributable to: 
 Owners of Equals Group PLC               (5,342,074)           2,617,666                     2,617,666 
 Non-controlling interest                    (29,624)                   -                             - 
                                       --------------      --------------                -------------- 
 (Loss) / Earnings per share      4 
 Basic                                         (3.20)                1.68                          1.68 
 Diluted                                       (3.12)                1.64                          1.64 
                                       ==============      ==============                ============== 
 
 

All income and expenses arise from continuing operations. There are no differences between the profit for the year and total comprehensive income for the year, hence no Statement of Other Comprehensive Income is presented.

During the year, the Group changed its accounting policy for research and development tax credits (R&D tax credit) which had previously been accounted for under IAS 20 Accounting for Government Grants and Disclosure of Government Assistance . The Group believes that accounting for the R&D tax credit is more appropriate under IAS 12 Income Taxes which better reflects the substance and benefit of the credit. Under IAS 20 Accounting for Government Grants and Disclosure of Government Assistance , the R&D tax credit, was deducted from administration expenses on a systemic basis. Under IAS 12 Income Taxes the R&D tax credit is included within tax credit / expense in the year that the claim relates to. A change in accounting policy requires a retrospective adjustment and consequently the comparatives amounts have been restated. In 2018 an adjustment of GBP311,156 has been deducted from administrative costs and a corresponding amount included as a tax credit. There is no adjustment to earnings per share or retained earnings. In 2019, the GBP3,478,997 has been recognised as a tax credit. No periods prior to 2018 have been affected by the change in accounting policy.

CONSOLIDATED and company statement of financial position

AS AT 31 December

 
                                                  Group                      Company 
                                                2019          2018          2019         2018 
                                 Note            GBP           GBP           GBP          GBP 
 ASSETS 
 Non-current assets 
 Property, plant and 
  equipment                                1,972,818       941,826             -            - 
 Right of use assets              6        6,948,876             -             -            - 
 Intangible assets and 
  goodwill                                33,324,137    27,107,873             -            - 
 Deferred tax assets                       2,438,859     2,895,642       238,369            - 
 Investments                                       -             -    38,892,060   38,725,451 
                                       -------------  ------------  ------------  ----------- 
                                          44,684,690    30,945,341    39,130,429   38,725,451 
                                       -------------  ------------  ------------  ----------- 
 Current assets 
 Inventories                                 263,971       286,713             -            - 
 Trade and other receivables              11,347,749     7,150,750    20,138,017    4,907,704 
 Derivative financial 
  assets                                   4,560,780     1,181,892             -            - 
 Cash and cash equivalents                11,265,266     7,860,368             -            - 
                                       -------------  ------------  ------------  ----------- 
                                          27,437,766    16,479,723    20,138,017    4,907,704 
                                       -------------  ------------  ------------  ----------- 
 TOTAL ASSETS                             72,122,456    47,425,064    59,268,446   43,633,155 
                                       =============  ============  ============  =========== 
 
 EQUITY AND LIABILITIES 
 Equity attributable 
  to equity holders 
 Share capital                             1,786,029     1,553,682     1,786,029    1,553,682 
 Share premium                            53,003,077    35,858,770    53,003,077   35,858,770 
 Share based payment 
  reserve                                  1,345,234     1,748,105       957,757      835,148 
 Merger reserve                            8,395,521     8,395,521     2,979,438    2,979,438 
 Contingent consideration 
  reserve                                    207,100       543,172       207,100      543,172 
 Retained (deficit) / 
  earnings                              (15,338,881)   (9,832,880)   (1,624,991)      240,954 
                                       -------------  ------------  ------------  ----------- 
 Equity attributable 
  to owners of Equals 
  Group PLC                               49,398,080    38,266,370    57,308,410   42,011,164 
 Non-controlling interest                    118,826             -             -            - 
                                       -------------  ------------  ------------  ----------- 
                                          49,516,906    38,266,370    57,308,410   42,011,164 
                                       -------------  ------------  ------------  ----------- 
 
   Non-current liabilities 
 Lease liabilities                6        6,431,578             -             -            - 
 Deferred tax liabilities                  3,226,586     1,900,607             -            - 
                                       -------------  ------------  ------------  ----------- 
                                           9,658,164     1,900,607             -            - 
                                       -------------  ------------  ------------  ----------- 
 
   Current liabilities 
 Trade and other payables                  7,947,364     6,679,131     1,960,036    1,621,991 
 Lease liabilities                6          811,628             -             -            - 
 Derivative financial 
  liabilities                              4,188,394       578,956             -            - 
                                       -------------  ------------  ------------  ----------- 
                                          12,947,386     7,258,087     1,960,036    1,621,991 
                                       -------------  ------------  ------------  ----------- 
 TOTAL EQUITY AND LIABILITIES             72,122,456    47,425,064    59,268,446   43,633,155 
                                       =============  ============  ============  =========== 
 

CONSOLIDATEd and company STATEMENT OF changes in equity

For the year ended 31 December

 
Group                 Share       Share      Share      Retained     Merger     Contingent         Total  Non-controlling        Total 
                    capital     premium      based     (deficit)    reserve  consideration  attributable         interest 
                                           payment    / earnings                   reserve     to owners 
                                                                                               of Equals 
                                                                                               Group PLC 
                        GBP         GBP        GBP           GBP        GBP            GBP           GBP              GBP          GBP 
                  Attributable to the owners of Equals Group PLC 
                  -------------------------------------------------------------------------------------- 
At 1 January 
 2018             1,553,682  35,858,770  1,144,832  (12,450,546)  8,395,521        543,172    35,045,431                -   35,045,431 
 
Profit for the 
 year and total 
 comprehensive 
 income                   -           -          -     2,617,666          -              -     2,617,666                -    2,617,666 
Share based 
 payment 
 charge                   -           -    603,273             -          -              -       603,273                -      603,273 
                  ---------  ----------  ---------  ------------  ---------  -------------  ------------  ---------------  ----------- 
At 31 December 
 2018             1,553,682  35,858,770  1,748,105   (9,832,880)  8,395,521        543,172    38,266,370                -   38,266,370 
 
Acquisition of 
 subsidiary with 
 non-controlling 
 interest                 -           -          -             -          -              -             -          148,450      148,450 
 
Loss for the 
 year 
 and total 
 comprehensive 
 income                   -           -          -   (5,342,074)          -              -   (5,342,074)         (29,624)  (5,371,698) 
 
  Share based 
  payment 
  charge                  -           -    122,609             -          -              -       122,609                -      122,609 
Movement in 
 deferred 
 tax on 
 share-based 
 payment charge           -           -  (525,480)             -          -              -     (525,480) 
 
  Share issues 
  in 
  year              232,347  17,144,307          -     (163,927)          -      (336,072)    16,876,655                -   16,876,655 
Capital reserve           -           -          -             -          -              -             -                -            - 
 movement 
At 31 December 
 2019             1,786,029  53,003,077  1,345,234  (15,338,881)  8,395,521        207,100    49,398,080          118,826   49,515,906 
                  =========  ==========  =========  ============  =========  =============  ============  ===============  =========== 
 

CONSOLIDATEd and company STATEMENT OF changes in equity

For the year ended 31 December

 
Company             Share       Share    Share     Retained     Merger     Contingent         Total  Non-controlling        Total 
                  capital     premium    based    (deficit)    reserve  consideration  attributable         interest 
                                       payment   / earnings                   reserve     to owners 
                                                                                          of Equals 
                                                                                          Group PLC 
                      GBP         GBP      GBP          GBP        GBP            GBP           GBP              GBP          GBP 
 
At 1 January 
 2018           1,553,682  35,858,770  781,383  (1,123,092)  2,979,438        543,172    40,593,353                -   40,593,353 
 
Profit for the 
 year and 
 total 
 comprehensive 
 income                 -           -        -    1,364,046          -              -     1,364,046                -    1,364,046 
Share based 
 payment 
 charge (note 
 22)                    -           -   53,765            -          -              -        53,765                -       53,765 
                ---------  ----------  -------  -----------  ---------  -------------  ------------  ---------------  ----------- 
At 31 December 
 2018           1,553,682  35,858,770  835,148      240,954  2,979,438        543,172    42,011,164                -   42,011,164 
 
Loss for the 
 year 
 and total 
 comprehensive 
 income                 -           -        -  (1,702,018)          -              -   (1,702,018)                -  (1,702,018) 
 
  Share issues 
  in 
  year            232,347  17,144,307        -    (163,927)          -      (336,072)    16,876,655                -   16,876,655 
Share based 
 payment 
 charge (note 
 22)                    -           -  122,609            -          -              -       122,609                -      122,609 
At 31 December 
 2019           1,786,029  53,003,077  957,757  (1,624,991)  2,979,438        207,100    57,308,410                -   57,308,410 
                =========  ==========  =======  ===========  =========  =============  ============  ===============  =========== 
 

Consolidated statement of cash flows

Group

 
                                                          2019           2018 
                                                           GBP            GBP 
 
 (Loss) / profit for the year                      (5,371,698)      2,617,666 
 
 Cash flows from operating activities 
 Adjustments for: 
 Interest on finance lease                             233,564              - 
 Depreciation                                        1,347,872        200,123 
 Amortisation                                        2,830,587      1,318,649 
 Impairment                                          4,858,898              - 
 Share based payment charge                            122,609         53,765 
 (Increase) / decrease in deferred 
  tax asset on share-based payment                   (525,480)        549,508 
 Increase in trade and other receivables           (4,203,756)    (1,551,213) 
 Increase in derivative financial assets           (3,378,888)      (878,117) 
 Decrease / (increase) in deferred 
  tax asset                                            456,784    (2,383,730) 
 Increase in trade and other payables                1,443,563      1,899,118 
 Increase in deferred tax liabilities                1,325,978        878,369 
 Increase in derivative financial liabilities        3,609,438        433,751 
 Decrease / (increase) in inventories                   22,742       (86,966) 
                                                 -------------  ------------- 
 Net cash inflow from operating activities           2,773,213      3,050,923 
 
 Cash flows from investing activities 
 Acquisition of property, plant and 
  equipment                                        (1,460,870)      (670,827) 
 Acquisition of intangibles                       (11,679,597)    (5,758,957) 
 Acquisition of subsidiary, net of 
  cash acquired                                    (2,226,153)    (6,563,834) 
 Net cash used in investing activities            (15,366,620)   (12,993,618) 
 
 Cash flows from financing activities 
 Principal elements of lease payments                (643,786)              - 
 Interest paid on finance lease                      (233,564)              - 
 Proceeds from issuance of ordinary                 17,748,353              - 
  shares 
 Costs directly attributable to share                (871,698)              - 
  issuance 
 Net cash from financing activities                 15,999,305              - 
 
 Net increase / (decrease) in cash 
  and cash equivalents                               3,404,898    (9,942,695) 
 Cash and cash equivalents at the beginning 
  of the year                                        7,860,368     17,803,063 
                                                 -------------  ------------- 
 Cash and cash equivalents at end of 
  the year                                          11,265,266      7,860,368 
                                                 =============  ============= 
 

Consolidated statement of cash flows

 
  Company 
                                                               2019           2018 
                                                                GBP            GBP 
 
   (Loss) / profit for the year                          (1,702,018)        1,364,046 
 
   Cash flows from operating activities 
   Adjustments for: 
   Share based payment charge                                      -           53,765 
   Increase in trade and other receivables              (15,230,313)        (965,517) 
   Increase / (decrease) in trade and 
    other payables                                           294,045        (452,294) 
   Increase in deferred tax asset                          (238,369)                - 
                                                     ---------------   -------------- 
   Net cash outflow from operating                      (16,876,655)                - 
   activities 
 
   Cash flows from financing activities 
   Proceeds from issuance of shares                       17,748,353                - 
   Costs directly attributable to share                    (871,698)                - 
    issuance 
   Net cash from financing activities                     16,876,655 
 
   Net increase in cash and cash                                   -                - 
    equivalents 
   Cash and cash equivalents at the                                -                - 
    beginning 
    of the year 
                                                     ---------------   -------------- 
   Cash and cash equivalents at end of                             -                - 
    the year 
                                                     ===============   ============== 
 

At 31 December the Company held no bank accounts.

NOTES TO THE CONSOLIDATED FINANCIAL statementS

FOR THE YEARED 31 DECEMBER

   1.            Basis of preparation and significant accounting policies 

The principal accounting policies applied in the preparation of the Group and Company financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements have been prepared on a historical cost basis with the exception of derivative financial instruments which are measured at fair value through profit or loss.

Basis of preparation

These financial statements are prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs") and AIM Regulations. The financial statements are presented in sterling, the Company and Group's presentational currency.

IFRS requires management to make certain accounting estimates and to exercise judgement in the process of applying the Company and Group's accounting policies. These estimates are based on the Directors best knowledge and past experience and are explained further in note 3.24.

Presentational adjustment

During the year, the Group performed an analysis of cost drivers. This process resulted in management determining that various costs disclosed as administrative expenses in the prior year were directly linked to transactions generating revenues. As a result, these costs have been restated as direct costs in the 2018 comparatives. Staff costs have been re-categorised from Admin costs to Direct costs for commissions paid. Along with staff costs the following have also been re-categorised bank charges, bad debts and marketing costs for affiliate commissions paid and vouchers.

Change in accounting policy

During the year, the Group changed its accounting policy for research and development tax credits (R&D tax credit) which had previously been accounted for under IAS 20 Accounting for Government Grants and Disclosure of Government Assistance. The Group believes that accounting for the R&D tax credit is more appropriate under IAS 12 Income Taxes which better reflects the substance and benefit of the credit. Under IAS 20 Accounting for Government Grants and Disclosure of Government Assistance, the R&D tax credit, was deducted from administration expenses on a systemic basis. Under IAS 12 Income Taxes the R&D tax credit is included within tax credit / expense in the year that the claim relates to.

A change in accounting policy requires a retrospective adjustment and consequently the comparatives amounts have been restated. In 2018 an adjustment of GBP311,156 has been deducted from administrative costs and a corresponding amount included within tax credit. There is no adjustment to earnings per share or retained earnings. In 2019, the GBP3,478,997 has been recognised as tax income. No periods prior to 2018 have been affected by the change in accounting policy.

 
 2018                           As Stated       Presentational     Change in       Restated 
                                                    adjustment    accounting 
                                                                      policy 
                                      GBP                                GBP            GBP 
 Consolidated Statement 
  of Comprehensive Income 
 
 Revenue                       26,092,392                    -             -     26,092,392 
 Direct Costs                 (5,605,961)          (2,945,354)             -    (8,551,315) 
                            -------------                       ------------  ------------- 
 Gross Profit                  20,486,431          (2,945,354)             -     17,541,077 
 Administrative expenses     (16,790,975)            2,945,354     (311,156)   (14,156,777) 
 Amortisation charge          (1,318,649)                    -             -    (1,318,649) 
 Acquisition Expenses           (297,484)                    -             -        (297,484) 
                            -------------                       ------------  --------------- 
 Operating profit               2,079,323                    -     (311,156)        1,768,167 
 Tax credit                       538,343                    -       311,156          849,499 
                            -------------      ---------------  ------------  --------------- 
 Profit and total 
  comprehensive income 
  for the year                  2,617,666                    -             -        2,617,666 
                            -------------      ---------------  ------------  --------------- 
 
 

Going concern

Details of the Group's business activities, results, cash flows and resources, together with the risks it faces and other factors likely to affect its future development, performance and position are set out in the strategic report. Certain Group companies are regulated by the Financial Conduct Authority and perform annual capital adequacy assessments. Consideration was given to whether there is sufficient liquidity and financing to support the business, the post balance sheet trading of the Group, the regulatory environment and the effectiveness of risk management policies. The Board therefore has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and therefore the financial statements are prepared on a going concern basis.

   2.            Segmental Analysis 
 
 Group                   Currency     International                 Banking        Central          Total 
                            Cards      Travel 
                                       Payments Cash 
 2019 
                              GBP           GBP           GBP           GBP            GBP            GBP 
 Segment revenue       11,293,815    11,928,662     2,389,044     5,333,203              -     30,944,724 
 Direct costs         (4,391,599)   (3,537,900)   (1,043,047)   (1,405,719)              -   (10,378,265) 
                     ------------  ------------  ------------  ------------  -------------  ------------- 
 Gross profit           6,902,216     8,390,762     1,345,997     3,927,484              -     20,566,459 
 Administrative 
  expenses                      -             -             -             -   (20,123,517)   (20,123,517) 
 Amortisation                   -             -             -             -    (2,830,587)    (2,830,587) 
 Impairment 
  charge                        -             -             -   (4,858,898)              -    (4,858,898) 
 Acquisition 
  costs                         -             -             -             -      (478,476)      (478,476) 
 Finance costs                  -             -             -             -      (233,564)      (233,564) 
 Profit / (loss) 
  before tax            6,902,216     8,390,762     1,345,997     (931,414)   (23,666,144)    (7,958,583) 
                     ============  ============  ============  ============  =============  ============= 
 
 Total assets                   -             -             -     5,077,618     67,044,838     72,122,456 
 Total liabilities              -             -             -   (1,926,658)   (20,678,892)   (22,605,550) 
                     ------------  ------------  ------------  ------------  -------------  ------------- 
 Total net assets               -             -             -     3,150,960     46,365,946     49,516,906 
                     ============  ============  ============  ============  =============  ============= 
 
 
 Group                  Currency             International         Banking            Central          Total 
                           Cards                    Travel 
                                             Payments Cash 
 2018 
                             GBP           GBP         GBP             GBP                GBP            GBP 
 Segment revenue       9,996,890     8,389,851   2,076,904       5,628,747                  -     26,092,392 
 Direct costs 
  (restated*)        (4,049,852)   (2,280,028)   (857,416)     (1,364,019)                  -    (8,551,315) 
                    ------------  ------------  ----------  --------------  -----------------  ------------- 
 Gross profit          5,947,038     6,109,823   1,219,488       4,264,728                  -     17,541,077 
 Administrative 
  expenses 
  (restated*)                  -             -           -               -       (14,156,777)   (14,156,777) 
 Amortisation                  -             -           -               -        (1,318,649)    (1,318,649) 
 Acquisition 
  costs                        -             -           -               -          (297,484)      (297,484) 
                    ------------  ------------  ----------  --------------  -----------------  ------------- 
 Profit / (loss) 
  before tax 
  (restated*)          5,947,038     6,109,823   1,219,488       4,264,728       (15,772,910)      1,768,167 
                    ============  ============  ==========  ==============  =================  ============= 
 
 Total assets                  -             -           -               -         47,425,064     47,425,064 
 Total liabilities             -             -           -               -        (9,158,694)    (9,158,694) 
                    ------------  ------------  ----------  --------------  -----------------  ------------- 
 Total net assets              -             -           -               -         38,266,370     38,266,370 
                    ============  ============  ==========  ==============  =================  ============= 
 
   3.            (Loss) / profit before tax 
 
  (Loss) / profit before tax is                   2019         2018 
   stated after charging / (crediting) 
   the following operating costs:- 
                                                   GBP          GBP 
 
  Operating leases - property*                       -      910,947 
  Operating leases - vehicles*                       -       40,317 
  Marketing costs                            4,089,772    3,076,015 
  Staff costs                               10,695,174    7,589,132 
  Property and office costs                  1,015,832      629,429 
  Audit fees                                   319,200      198,500 
  Other professional fees                      963,966      510,103 
  IT and telephone cost                        877,597      666,756 
  Travel and similar                           452,041      261,416 
  Foreign exchange loss                        229,710       20,274 
  Share option charge                          122,609       53,765 
  Bank charges                                   9,744            - 
  Depreciation of right of use 
   assets*                                     917,993            - 
  Depreciation of property, plant 
   and equipment                               429,879      200,123 
                                          ============  =========== 
                                            20,123,517   14,156,777 
                                          ============  =========== 
 
   4.            (Loss) / earnings per share 

Basic earnings per share

The calculation of basic profit or loss per share has been based on the profit or loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding. The loss after tax attributable to ordinary shareholders of the Group is GBP5,342,074 (2018 profit: GBP2,617,666) and the weighted average number of shares in issue for the period is 167,096,081 (2018: 155,368,259).

Diluted earnings per share

The calculation of diluted earnings per share has been based on the profit or loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding, after adjustment for the effects of all dilutive potential ordinary shares. The weighted average number of dilutive shares is 171,327,405 (2018: 159,916,115).

 
  (Loss) / Earnings per share        2019    2018 
  Basic                            (3.20)    1.68 
  Diluted                          (3.12)    1.64 
                                 ========  ====== 
 
   5.            Taxation 
 
                                                    2019                2018 
                                                                 (restated*) 
                                                     GBP                 GBP 
 Current year R&D credit                     (3,478,997)           (311,156) 
 Changes in tax estimates related 
  to prior years                                (25,000)              32,544 
 Changes in tax estimates in 
  pre-acquisition accounts of 
  businesses acquired during 
  the year                                      (10,487)             384,966 
                                            ------------       ------------- 
 Current tax (credit) / expense              (3,514,484)             106,354 
                                            ------------       ------------- 
 
 Origination and reversal of 
  temporary differences                          868,016         (1,063,420) 
 Recognition of previously 
  unrecognised deductible temporary 
  differences                                     59,583             107,567 
                                            ------------       ------------- 
 Deferred tax credit                             927,599           (955,853) 
                                            ------------       ------------- 
 
 Total tax credit                            (2,586,885)           (849,499) 
                                            ============       ============= 
 
   6.            Leases 

(i) Measurement of Group lease liabilities

 
                                                                 2019 
                                                                  GBP 
 Operating lease commitments disclosed as disclosed 
  at 31 December 2018 under IAS 17 Leases                   4,107,112 
 Operating lease commitments later than five years, 
  if extension options are exercised                        4,722,397 
---------------------------------------------------------  ---------- 
 Total operating lease commitments under IAS 17 Leases, 
  including extension options                               8,829,509 
 
 Discounted using the lessees' incremental borrowing 
  rate at the date of initial application*                  7,524,124 
---------------------------------------------------------  ---------- 
 
 
 Of which are: 
 Not later than one year                                    546,168 
 Later than one year, including the extension periods     6,977,956 
-------------------------------------------------------  ---------- 
 

*The weighted average lessee's incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 3.06%.

There was no lease liability recognised in the Statement of Financial Position immediately prior to adoption of IFRS 16 Leases .

(ii) Measurement of Group right of use assets

The associated right of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet as at 31 December 2018.

(iii) Adjustments recognised in the consolidated statement of financial position on 1 January 2019

 
                          1 Jan 2019 
                                 GBP 
 Right of use assets       7,494,970 
 Deferred tax assets               - 
 Prepayments                (49,546) 
 Accruals                     78,700 
 Lease liabilities       (7,524,124) 
 Retained earnings                 - 
----------------------  ------------ 
 

(iv) Amounts recognised in the consolidated statement of financial position

This note provides information for leases where the Group is a lessee. The Group does not have any leases where it acts as a lessor.

 
 Group 
 Right of use assets                           Vehicles    Property        Total 
                                                    GBP         GBP          GBP 
 At 1 January 2019                               93,017   7,401,953    7,494,970 
  Additions to right of use assets                    -   1,007,981    1,007,981 
  Termination of right of use assets 
   *                                                  -   (636,082)    (636,082) 
  Depreciation charge for the year             (39,642)   (878,351)    (917,993) 
                                              ---------  ----------  ----------- 
 At 31 December 2019                             53,375   6,895,501    6,948,876 
                                              ---------  ----------  ----------- 
 
 
 
 Lease Liabilities                                   Total 
                                                       GBP 
 At 1 January 2019                               7,524,124 
  Additions to lease liabilities                   999,487 
  Termination of lease liabilities 
   *                                             (636,082) 
  Lease finance expenses                           228,438 
  Lease termination expense                          5,126 
  Payments                                       (877,887) 
                                               ----------- 
 At 31 December 2019                             7,243,206 
                                               =========== 
 
  Current lease liabilities                        811,628 
  Non-current lease liabilities                  6,431,578 
                                               ----------- 
                                                 7,243,206 
                                               =========== 
 
 

* Termination of right of use assets and lease liabilities relates to a property lease which ended during the year.

GBP

 
 Net lease liability                       (294,330) 
                                          ========== 
 
 
 

(v) Amounts recognised in the consolidated statement of comprehensive income

 
 Group 
                                      Property   Vehicles       Total   Total 
                                                                 2019    2018 
                                           GBP        GBP         GBP     GBP 
  Depreciation charge for 
   right of use assets                 878,351     39,642     917,993       - 
  Lease finance expenses               225,731      2,707     228,438       - 
  Lease termination expense              5,126          -       5,126       - 
  Expense relating to short-term 
   leases                               67,201          -      67,201       - 
  Expense relating to leases 
   of low-value assets                  66,310          -      66,310       - 
                                    ----------  ---------  ----------  ------ 
                                     1,242,719     42,349   1,285,068       - 
                                    ==========  =========  ==========  ====== 
 

Included within expenses relating to low value assets, which are below the de-minimus level, are amounts relating to IT equipment (printer and photocopiers etc.) and property costs (fridges, microwaves etc.). Expense relating to short-term lease relates to the Aldgate office which was vacated in the year.

The total cash outflow for leases in 2019 was GBP877,887 including for principal and interest.

- ENDS -

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END

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(END) Dow Jones Newswires

June 29, 2020 02:00 ET (06:00 GMT)

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