TIDMTRU TIDMTRU
RNS Number : 9301Z
TruFin PLC
20 September 2022
20 September 2022
TruFin plc
("TruFin" or the "Company" or together with its subsidiaries
"TruFin Group" or the "Group")
Interim Financial Report for the six months ended 30 June 2022
(Unaudited)
-- Combined gross revenue for the Group increased 27% to GBP6.3m
(H1 2021: GBP4.9m)
-- Gross revenue at Oxygen Finance Group Limited (together with
its subsidiaries) ("Oxygen") increased by 36% to GBP2.5m (H1 2021:
GBP1.8m), driven by growth across all revenue streams from new and
existing clients
-- Gross interest income and fee income at Satago Financial
Solutions Limited ("Satago") increased by 120% to GBP0.6m (H1 2021:
GBP0.3m) as Satago focused on Lending-as-a-Service ("LaaS")
solutions with Lloyds Bank plc ("Lloyds Bank" or the "Bank")
-- Playstack Ltd ("Playstack"), after a strong H1 2021,
maintained gross revenue levels with H1 2022 experiencing 4% growth
to GBP2.3m (H1 2021: GBP2.2m)
-- Gross interest income and fee income at Vertus Capital
Limited ("Vertus") increased 43% to GBP0.9m (H1 2021: GBP0.6m), as
a result of the increase in new facilities, overall loan book and
rising interest rates
-- TruFin Group's loss before tax improved to GBP4.8m (H1 2021:
GBP5.2m)
6 months to 6 months to 12 months to
30 June 30 June 31 December
2022 2021 2021*
Financials and KPI's (Unaudited) GBP'000 GBP'000 GBP'000
Gross Revenue 6,281 4,941 13,115
Loss before tax (4,795) (5,173) (8,422)
Loss before tax includes:
share--based payment charge - (70) (70)
Net Assets 42,419 34,655 32,451
*Audited figures
Post period end developments and outlook
-- Oxygen's early payment revenues continued to grow, reflecting
the strength of its local authority client base. By August, record
numbers of clients' suppliers had joined Oxygen's early payment
programmes, driving an all-time high in spend.
Revenue from Insight Solutions, Oxygen's market intelligence
offering, continues to make strides. Oxygen's total number of
unique clients at the end of H1 2022 was 128 (H1 2021: 108).
The return of in-person local government conferences following
the lifting of Covid restrictions has further strengthened Oxygen's
new business pipeline. Moreover, supply chain issues have led to
suppliers holding more inventory, thus increasing working capital
requirements. These favourable tailwinds, coupled with rising
interest rates and inflation, make Oxygen's supply side offer even
more compelling.
Having delivered its first full year of EBITDA profit in 2021,
Oxygen expects to deliver profitable growth in 2022 and beyond.
-- Satago's partnership with Lloyds Bank was cemented on 29
July, with Satago signing a five-year commercial agreement for the
Bank to license Satago's software platform for use by its Single
Invoice Finance and Whole of Book Invoice Factoring customers. Ben
Stephenson, Managing Director and Head of Specialist Client
Solutions at Lloyds Bank Commercial Banking has joined Satago's
board, and we look forward to reporting the progress of this
partnership, which is due to roll out to Lloyd's customers in Q4
2022.
-- The release of Playstack's 2022 console line-up garnered over
1 million views on YouTube and similar video streaming platforms -
reinforcing the strength of the IP identified and championed by the
Playstack team. One PC game launch has been rescheduled, from Q4
2022 to Q1 2023, but will allow Playstack to release the game on
multiple formats simultaneously.
-- Following the acquisition of Magic Fuel in June 2022, the
team has been successfully integrated into the Playstack business
and they are on track to deliver revenue growth this year.
-- Vertus expects to originate a significant portion of pipeline
deals, backlogged by regulatory delays, in September and October.
The company's loan book is forecast to grow by 50% in 2022, to
GBP24m (from GBP16m as at 31 December 2021), with new loan
facilities up 80%. Despite investments in technology and new
product development, Vertus is forecast to achieve full-year profit
in 2022.
James van den Bergh, Chief Executive Officer commented:
"We have had an encouraging first half to 2022, with broad-based
growth across the Group reflecting the strong competitive position
of each of our companies. Despite inflationary pressures on staff
costs and the rising rate environment we remain excited about the
value creation opportunities ahead of us.
It is important to remember that our strategic goal remains
unchanged: to invest at the early stage of a company's life cycle,
guiding the company towards sustainable growth, profitability and
ultimately an exit. And with this in mind it is very satisfying to
report that Oxygen and Vertus are both expected to be profitable
and cash flow positive on a full-year basis during 2022.
It was exceptionally pleasing to welcome Lloyds Bank as
shareholders into Satago and to report the signing of the five-year
commercial agreement between Satago and Lloyds Banking Group. The
new digitised proposition for Lloyds Bank will benefit thousands of
Single Invoice Finance and Whole of Book Invoice Factoring
customers - which will be especially valuable to these clients as
we enter increasingly uncertain economic times.
We see significant further potential in Satago and, as announced
on 9 June, the signing of a Letter of Intent ("LOI") with Sage
Group plc ("Sage") and Lloyds Bank illustrates this, with further
partnerships in the pipeline.
The actions we have taken over the last two years leave TruFin
very well positioned; with meaningful progress across all the
subsidiaries, we look to the future with confidence."
For further information, please contact:
TruFin plc
James van den Bergh, Chief Executive Officer 0203 743 1340
Kam Bansil, Investor Relations 07779 229508
Liberum Capital Limited (Nominated Adviser and Corporate
broker)
Chris Clarke
Edward Thomas 0203 100 2000
TruFin plc is the holding company of an operating group
comprising four growth-focused technology businesses operating in
niche markets: early payment provision, invoice finance, IFA
finance and mobile games publishing. The Company was admitted to
AIM in February 2018 and trades under the ticker symbol: TRU. More
information is available on the Company website: www.TruFin.com
The subsidiaries within the TruFin Group have been resilient in
the first six months of 2022 and the board remains confident
regarding prospects for the remainder of 2022.
As at 31 August 2022, the following assets were not less
than:
-- GBP10.6m of cash or cash equivalents
-- GBP1.6m of assets within the Satago Group's loan book
The TruFin Group has no more than GBP3.1m in near-term
liabilities.
Oxygen
Momentum within Oxygen is building, with financial and
operational performance records continually being broken throughout
the first half of 2022. The strong revenue growth enjoyed in the
second half of 2021 continued into 2022, resulting in EBITDA profit
reaching GBP0.4m in the first half of 2022, an increase of 600% on
H1 2021 (GBP0.1m).
Gross margins for the first half were 70%, up 10% year-on-year,
with Oxygen's infrastructure offering significant capacity to
accommodate expanding revenues with minimal incremental cost.
Oxygen continues to see strong demand for its progressive
payment practices, big data services and expertise which enable
public sector and private organisations to trade more effectively.
Payments become frictionless and data becomes information, driving
growth and efficiency. The result is better social and economic
outcomes. In addition, Oxygen again co-published with EY the Local
Government Third-Party Spend Almanac 2022 which has become an
essential industry resource detailing local authority expenditure
and, for the first time this year, the carbon emissions of councils
and their supply chains.
Oxygen's "Early Payment" client portfolio is maturing. Supplier
participation in client Early Payment programmes is tracking
forecasts and improving upon historic performance. Strong demand
for Oxygen's market intelligence Insight Solutions services
continues, evidenced by a growing client base which values the
opportunities Oxygen provides private sector firms seeking to
expand their business with the public sector.
Oxygen's Early Payment clients totalled 55 as at the end of June
2022 (up from 52 in June 2021), with combined supplier spend
totalling GBP23bn. Unprecedented numbers of clients' suppliers
participated in Early Payment programmes, with "on-boarded" annual
supplier spend exceeding GBP1bn for the first time. A record amount
of new supplier spend (GBP165m) was added during H1 2022.
Another achievement during the first half of the year saw Oxygen
make significant progress helping clients deliver social value to
their local communities by offering "FreePay", a service enabling
clients to pay its local micro and small suppliers early at no
cost. By the end of June 2022 more than 6,000 suppliers were
participating in this programme. These local micro and small
suppliers enjoyed early invoice payments totalling GBP250m, without
charge, during the first six months of the year.
Strong relationships combined with its growing client portfolio
have enabled Oxygen to build new adjacent services and
partnerships, many of which have been monetised in H1 and will
continue to deliver financially in the future.
Satago
Satago offers its customers a technically advanced invoice
finance and cashflow management system via its online software
platform. During the first half of 2022, the company was selected
as the platform of choice to support the provision of invoice
factoring solutions to Lloyds Bank customers, alongside a GBP5m
investment from Lloyds Bank at a pre-money valuation of GBP20m (the
"GBP5m Investment"). The five-year commercial agreement sealing
this partnership was signed on 29 July.
The tie-up shows a shift from the predominantly "own balance
sheet financing" previously pursued by Satago to a hybrid model
incorporating "partner balance sheet financing", utilising Satago's
LaaS solutions and embedded finance model. It leverages Satago's
best-in-class platform to allow third-party working capital
providers to distribute their much-needed capital more efficiently
across the economy. This approach mirrors the overall Group
strategy of moving towards recurring fee and subscription income
and becoming less reliant on capital intensive interest income; in
doing so it removes a key constraint from Satago's growth, allowing
the management team to focus on their two core strengths -
developing industry-leading technology and forming significant
partnerships.
This cornerstone partnership with Lloyds has opened further
opportunities - in June Satago announced the signing of a LOI with
Sage Group and Lloyds to use Satago's technology to deliver Lloyds'
lending products to Sage clients. It is further partnerships like
this, with its proprietary technology an invaluable enabler, that
Satago will build in the coming years.
Satago's revenue more than doubled in the first half of this
year, to GBP0.6m, compared with the same period in 2021, driven by
implementation fees from the Lloyds partnership (GBP348k), with
interest and fee income falling modestly (GBP252k versus GBP273k in
H1 2021). Loss before tax in the first half of this year increased
by GBP373k, due to one-off professional fees surrounding the
finalisation of the Lloyds partnership and increasing staffing
capacity to fulfil the requirements of the commercial
transaction.
As previously outlined, Satago is in discussions with several
more potential strategic partners which could, if successful,
result in significant additional growth for the business.
On 9 March 2022, TruFin announced, in conjunction with the
commercial agreement with Lloyds and the GBP5m Investment, that it
had agreed to vary the terms of an existing GBP3m loan to Satago so
that it would be convertible into equity capital in Satago at the
same pre-money valuation. On 1 September 2022, TruFin exercised its
conversion right and converted the GBP3 million loan into equity in
Satago. Following the further GBP2 million equity investment
announced on 29 July 2022, TruFin now holds approximately 70% of
the fully diluted share capital of Satago.
Playstack
Playstack is a gaming technology business providing publishing
and related services to the mobile game and console sector.
Playstack is the Group's entry point into the highly attractive
growth market of mobile and console publishing.
Following solid performance in 2021, Playstack set out a
three-year commercial plan to deliver growth throughout 2022-2024.
So far, we are pleased that this has resulted in the acquisition of
Magic Fuel Games Inc and the securing of a major technology
contract for 2022 and 2023.
Playstack continues to develop its own innovative technology
suite that sets it apart from market rivals.
Vertus
Vertus provides succession finance to Independent Financial
Advisers ("IFAs"). The business originates deals through its
collaboration with Integrafin Holdings plc ("IntegraFin") and
various business brokers focused on the IFA market.
Significant consolidation in the advice market continues,
despite current market conditions, as Financial Planners continue
to retire from the industry. Firms are performing well financially
and therefore the underlying valuations remain resilient. PE-backed
consolidators proliferate and continue to drive high valuations and
significant deal activity. In contrast, Vertus funds a succession
process that ensures planning firms can remain independent and meet
client demand for quality and bespoke advice.
The loan book continues to perform well, with the value of the
underlying security increasing as Vertus' borrowers consistently
grow their client bases. As such, Vertus remains without credit
losses since inception.
The market is experiencing delays in regulatory approval of
"change of control" applications, which continue to increase
origination lead times for Vertus, but there are promising signs
that this may ease somewhat in the months ahead. Current market
conditions, rising inflation and recession fears have yet to show
any significant impact on deal activity or credit risk for
Vertus.
After completing a successful renewal of terms with its
high-street banking senior debt provider, Vertus has expanded its
distribution network beyond IntegraFin exclusively during the first
half of this year. The company has successfully engaged with 14 IFA
business brokers to position Vertus closer to the transaction
market and has expanded its online presence. As such, growth in new
facilities originated for the financial year 2022 are forecast to
grow by 80% (following new facilities growth of 71% in 2021).
During the first six months of the year, Vertus has invested in
tech infrastructure to enable scalable origination and is actively
developing a new product for the IFA market. Despite this outlay,
Vertus is targeting profitability in 2022. Following renewals of
all capital lines on improved terms in 2021, Vertus is now
targeting a loan book of GBP24m by the end of 2022 (from GBP16m as
at 31 December 2021) and has a near-term loan book goal of
GBP50m.
The Board looks to the future with confidence and will keep
shareholders updated on the Company's progress.
Independent auditor's review report
Conclusion
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 30 June 2022 which comprises:
-- unaudited condensed interim consolidated statement of
comprehensive income
-- the unaudited condensed interim consolidated statement of
financial position
-- the unaudited condensed interim consolidated statement of
changes in equity
-- the unaudited condensed interim consolidated statement of
cash flows, and
-- the related explanatory notes.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 30
June 2022 is not prepared, in all material respects, in accordance
with International Accounting Standard 34 as adopted by the United
Kingdom and the Disclosure and the AiM rules for Companies.
Basis for conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410, "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity" issued for use in the United Kingdom. A review of interim
financial information consists of making enquiries, primarily of
persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does
not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
As disclosed in note 1, the annual financial statements of the
group are prepared in accordance with UK adopted international
account standards. The condensed set of financial statements
included in this half-yearly financial report has been prepared in
accordance with International Accounting Standard 34, "Interim
Financial Reporting".
Conclusions relating to Going Concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis of Conclusion
section of this report, nothing has come to our attention to
suggest that management have inappropriately adopted the going
concern basis of accounting or that management have identified
material uncertainties relating to going concern that are not
appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with this ISRE, however future events or conditions may
cause the entity to cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly
financial report in accordance with the Disclosure and the AiM
Rules for Companies.
In preparing the half-yearly financial report, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditors responsibilities for the review of the financial
information
In reviewing the half-yearly report, we are responsible for
expressing to the Company a conclusion on the condensed set of
financial statement in the half-yearly financial report. Our
conclusion, including our conclusions relating to Going Concern,
are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the Company in accordance with the
International Standard on Review Engagements 2410 (UK) "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" Issued by the Financial Reporting Council. Our
review work has been undertaken so that we might state to the
Company those matters we are required to state to it in an
independent review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company for our review work, for this
report, or for the conclusions we have formed.
Crowe U.K. LLP
Statutory Auditor
London, United Kingdom
19 September 2022
6 months 6 months Year ended
ended ended 31 December
2021
Notes 30 June 2022 30 June 2021 (Audited)
(Unaudited) (Unaudited) GBP'000
GBP'000 GBP'000
======================================== ======= ================== ================== ================
Interest income 3 1,003 813 1,681
Fee income 3 2,955 1,899 4,330
Publishing income 3 2,323 2,229 7,104
Interest, fee and publishing expenses (1,947) (2,196) (6,214)
------------------ ------------------ ----------------
Net revenue 4,334 2,745 6,901
================== ================== ================
Staff costs 5 (6,433) (5,766) (11,285)
Other operating expenses (2,215) (1,762) (3,257)
Depreciation & amortisation (479) (389) (794)
Net impairment (loss)/gain on financial
assets (6) (1) 10
Share of profit from associates 4 - 3
------------------ ------------------ ----------------
Operating loss (4,795) (5,173) (8,422)
------------------ ------------------ ----------------
Loss before tax (4,795) (5,173) (8,422)
================== ================== ================
Taxation 8 230 (20) 986
------------------ ------------------ ----------------
Loss for the period/year (4,565) (5,193) (7,436)
================== ================== ================
Other comprehensive income
Items that may be reclassified subsequently
to profit and loss
Exchange differences on translating
foreign operations 9 21 (39)
Other comprehensive income for
the period/year, net of tax 9 21 (39)
================== ================== ================
Total comprehensive loss for the
period/year (4,556) (5,172) (7,475)
================== ================== ================
Loss after tax attributable to:
Owners of TruFin plc (3,716) (5,033) (7,071)
Non-controlling interests (849) (160) (365)
------------------ ------------------ ----------------
(4,565) (5,193) (7,436)
================== ================== ================
Total comprehensive loss for the
period/year attributable to:
Owners of TruFin plc (3,706) (5,013) (7,112)
Non-controlling interests (850) (159) (363)
(4,556) (5,172) (7,475)
================== ================== ================
Earnings per share 6 months 6 months Year ended
ended ended 31 December
2021
Notes 30 June 2022 30 June 2021 (Audited)
(Unaudited) (Unaudited) pence
pence pence
====================== ======= ================== ================== ================
Basic and Diluted EPS 15 (4.3) (6.2) (8.7)
As at As at 31
Notes 30 June 2022 December
2021
GBP'000 GBP'000
(Unaudited) (Audited)
================================= ======= ==================== ===========
Assets
Non-current assets
Intangible assets 9 23,950 21,191
Property, plant and equipment 10 358 65
Deferred tax asset 8 303 303
Loans and advances 11 15,016 11,575
-------------------- -----------
Total non-current assets 39,627 33,134
==================== ===========
Current assets
Cash and cash equivalents 12,905 7,608
Loans and advances 11 6,860 4,558
Interest in associate 7 3
Trade receivables 2,170 2,585
Other receivables 2,921 2,840
-------------------- -----------
Total current assets 24,863 17,594
==================== ===========
Total assets 64,490 50,728
==================== ===========
Equity and liabilities
Equity
Issued share capital 12 85,706 73,548
Retained earnings (21,943) (17,731)
Foreign exchange reserve 14 4
Other reserves (26,531) (24,393)
-------------------- -----------
Equity attributable to owners of
the company 37,246 31,428
-------------------- -----------
Non-controlling interest 5,173 1,023
-------------------- -----------
Total equity 42,419 32,451
==================== ===========
Liabilities
Non-current liabilities
Borrowings 13 15,059 11,351
-------------------- -----------
Total non-current liabilities 15,059 11,351
==================== ===========
Current liabilities
Borrowings 13 1,746 1,634
Trade and other payables 5,266 5,292
Total current liabilities 7,012 6,926
-------------------- ===========
Total liabilities 22,071 18,277
==================== ===========
Total equity and liabilities 64,490 50,728
==================== ===========
The financial statements were approved by the Board of Directors
on 19 September 2022 and were signed on its behalf by:
James van den Bergh
Chief Executive Officer
Foreign Non-
Share Retained exchange Other controlling Total
capital earnings reserve reserves Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------- -------- --------- --------- --------- -------- ------------ --------
Balance at 1
January 2022 73,548 (17,731) 4 (24,393) 31,428 1,023 32,451
Loss for the period - (3,716) - - (3,716) (849) (4,565)
Other comprehensive
income for the
period - - 10 - 10 (1) 9
Total comprehensive
loss for the period - (3,716) 10 - (3,706) (850) (4,556)
-------- --------- --------- --------- -------- ------------ --------
Issuance of shares 12,158 (496) - (2,138) 9,524 - 9,524
Issuance of shares
to subsidiary - - - - - 5,000 5,000
Balance at 30
June 2022 (Unaudited) 85,706 (21,943) 14 (26,531) 37,246 5,173 42,419
======== ========= ========= ========= ======== ============ ========
Balance at 1
January 2021 73,548 (10,730) 45 (24,395) 38,468 1,268 39,736
Loss for the period - (5,033) - - (5,033) (160) (5,193)
Other comprehensive
income for the
period - - 20 - 20 1 21
------
Total comprehensive
loss for the period - (5,033) 20 - (5,013) (159) (5,172)
------ -------- -------- ------- ----- -------
Share-based payment - 70 - - 70 - 70
Adjustment arising
from change in
non-controlling
interest - 4 - - 4 (4) -
Issuance of subsidiary
shares to employees - - - - - 19 19
Intragroup transfer
of subsidiary - - - 2 2 - 2
Balance at 30
June 2021 (Unaudited) 73,548 (15,689) 65 (24,393) 33,531 1,124 34,655
====== ======== ======== ======= ===== =======
6 months 6 months Year ended
ended ended 31 December
2021
30 June 30 June (Audited)
2022 2021
(Unaudited) (Unaudited) GBP'000
GBP'000 GBP'000
=========================================== ============================ ================= ============
Cash flows from operating activities
Loss before income tax (4,795) (5,173) (8,422)
Adjustments for
Depreciation of property, plant and
equipment 55 47 96
Amortisation of intangible fixed assets 822 646 1,571
Share-based payments - 70 70
Finance costs 380 310 656
Share of profit from associates (4) - (3)
Loss on disposal of fixed assets - 2 2
Loss on intragroup transfer of subsidiary - 2 2
(3,542) (4,096) (6,028)
Working capital adjustments
Movements in loans and advances (5,744) (215) (1,472)
Decrease /(increase) in trade and other
receivables 566 870 (720)
Decrease in trade and other payables (1,258) (2,185) (1,831)
Net payables on acquisition of subsidiary (76) - -
(6,512) (1,530) (4,023)
Tax paid (4) (15) (2)
Interest and finance costs paid (308) (280) (716)
---------------------------- ----------------- ------------
Net cash used in from operating activities (10,366) (5,921) (10,769)
============================ ================= ============
Cash flows from investing activities:
Additions to intangible assets (1,054) (935) (1,779)
Additions to property, plant and equipment (348) (10) (24)
Acquisition of subsidiaries (1,234) - -
Cash on acquisition of subsidiary 19 - -
Net cash used in investing activities (2,617) (945) (1,803)
Cash flows from financing activities:
Issue of ordinary share capital 9,524 - -
Issue of ordinary share capital of
subsidiary 5,000 - 148
New borrowings 3,744 1,347 2,353
Net cash generated from financing
activities 18,268 1,347 2,501
---------------------------- ----------------- ------------
Net increase/(decrease) in cash and
cash equivalents 5,285 (5,519) (10,071)
---------------------------- ----------------- ------------
Cash and cash equivalents at beginning
of the period/year 7,608 17,728 17,728
Effect of foreign exchange rate changes 12 2 (49)
---------------------------- ----------------- ------------
Cash and cash equivalents at end of
the period/year 12,905 12,211 7,608
============================ ================= ============
1. Accounting policies
Basis of preparation
The annual financial statements of TruFin plc are prepared in
accordance with International Financial Reporting Standards
('IFRS') as adopted by the United Kingdom.
The condensed set of financial statements included in this
Interim Financial Report has been prepared in accordance with
International Accounting Standard 34 'Interim Financial Reporting'
('IAS 34'). This condensed set of Financial Statements has been
prepared by applying the accounting policies and presentation that
were applied in the preparation of the TruFin Group's published
Financial Statements for the year ended 31 December 2021.
The condensed set of financial statements included in this
Interim Financial Report for the six months ended 30 June 2022
should be read in conjunction with the annual audited financial
statements of TruFin plc for the year ended 31 December 2021, which
were delivered to the Jersey Financial Services Commission. The
audit report for these accounts was unqualified and did not draw
attention to any matters by way of emphasis.
Going concern
The Directors are satisfied that the TruFin Group has sufficient
resources to continue in operation for the foreseeable future, a
period of not less than 12 months from the date of the report.
Accordingly, they continue to adopt the going concern basis in
preparing the condensed financial statements.
Group information
The TruFin Group ("the Group") is the consolidation of;
-- TruFin plc,
-- TruFin Holdings Limited,
-- Oxygen Finance Group Limited, Oxygen Finance Limited, Oxygen
Finance Americas Inc. and Porge Ltd (dissolved 22 March 2022),
together the ("Oxygen Group"),
-- TruFin Software Limited,
-- Satago Financial Solutions Limited, Satago SPV 1 Limited,
Satago SPV 2 Limited, Satago Financial Solutions z.o.o, together
("Satago"),
-- AltLending (UK) Ltd,
-- Vertus Capital Limited and Vertus SPV 1 Limited, together
("Vertus"), and
-- Playstack Limited, Bandana Media Ltd, Playignite Ltd,
Playstack z.o.o, Playstack OY, Foxglove Studios AB, Magic Fuel
Games Inc, Playstack Inc and Playignite Inc, together the
("Playstack Group").
Additionally, the Playstack Group also includes four associate
companies incorporated in the UK which have been accounted for
using the equity method. These are;
-- A 49% interest in PlayFinder Games Ltd,
-- A 49% interest in Snackbox Games Ltd,
-- A 42% interest in Military Games International Ltd, and
-- A 26% interest in Stormchaser Games Ltd.
The principal activities of the Group are the provision of niche
lending, early payment services and mobile game publishing.
The financial statements are presented in Pounds Sterling, which
is the currency of the primary economic environment in which the
Group operates. Amounts are rounded to the nearest thousand.
Significant accounting policies and use of estimates and
judgements
The preparation of interim consolidated financial statements in
compliance with IAS 34 requires the use of certain critical
accounting judgements and key sources of estimation uncertainty. It
also requires the exercise of judgement in applying the TruFin
Group's accounting policies. There have been no material revisions
to the nature and the assumptions used in estimating amounts
reported in the annual audited financial statements of TruFin plc
for the year ended 31 December 2021.
The accounting policies, presentation and methods of computation
in the audited financial statements have been followed in the
condensed set of financial statements.
2. General information
TruFin plc is a public limited company incorporated in Jersey.
The shares of the Company are listed on the Alternative Investment
Market. The address of the registered office is 26 New Street, St
Helier, Jersey, JE2 3RA.
A copy of this Interim Financial Report including Condensed
Financial Statements for the period ended 30 June 2022 is available
at the Company's registered office and on the Company's investor
relations website ( www.trufin.com ).
3. Gross revenue
21
6 months 6 months Year ended
ended ended 31 December
2021
30 June 2022 30 June 2021 (Audited)
(Unaudited) (Unaudited) GBP'000
GBP'000 GBP'000
======================== ============================= ================== ============
Interest income 1,003 813 1,681
----------------------------- ------------------ ------------
Total interest income 1,003 813 1,681
----------------------------- ------------------ ------------
EPPS* contracts 1,519 1,146 2,536
Consultancy fees 247 131 436
Implementation fees 412 26 70
Subscription fees 777 596 1,288
----------------------------- ------------------ ------------
Total fee income 2,955 1,899 4,330
----------------------------- ------------------ ------------
IAP revenue 207 200 428
Advertising revenue 299 139 378
Console revenue 1,816 1,880 6,285
Brand revenue 1 10 13
----------------------------- ------------------ ------------
Total publishing income 2,323 2,229 7,104
----------------------------- ------------------ ------------
Gross revenue 6,281 4,941 13,115
============================= ================== ============
*Early Payment Programme Services
4. Segmental reporting
The results of the Group are broken down into segments based on
the products and services from which it derives its revenue:
Short term finance:
Provision of invoice discounting and succession financing for
the IFA space. For results during the reporting period, this
corresponds to the results of Satago, Vertus and AltLending.
Payment services:
Provision of Early Payment Programme Services. For results
during the reporting period, this corresponds to the results of the
Oxygen Group.
Publishing:
Publishing of video games. For results during the reporting
period, this corresponds to the results of the Playstack Group.
Other:
Revenue and costs arising from investment activities. For
results during the reporting period, this corresponds to the
results of TruFin Software Limited, TruFin Holdings Limited and
TruFin plc.
The results of each segment, prepared using accounting policies
consistent with those of the Group as a whole, are as follows:
Short Payment
term finance services
6 months ended 30 June 2022 GBP'000 GBP'000 Publishing Other Total
(Unaudited) GBP'000 GBP'000 GBP'000
============================== ============ ========= ============ ====================== =============
Gross revenue 1,491 2,467 2,323 - 6,281
Cost of sales (441) (398) (1,108) - (1,947)
------------ --------- ------------ ---------------------- -------------
Net revenue 1,050 2,069 1,215 - 4,334
------------ --------- ------------ ---------------------- -------------
Adjusted operating loss* (2,298) (232) (1,085) (1,180) (4,795)
Loss before tax (2,298) (232) (1,085) (1,180) (4,795)
Taxation (1) - 231 - 230
Loss for the period (2,299) (232) (854) (1,180) (4,565)
============ ========= ============ ====================== =============
Total assets 30,837 8,208 19,406 6,039 64,490
Total liabilities (16,907) (1,859) (2,572) (733) (22,071)
------------ --------- ------------ ---------------------- -------------
Net assets 13,930 6,349 16,834 5,306 42,419
------------ --------- ------------ ---------------------- -------------
*adjusted operating loss excludes share-based payment
expense
Short Payment
term finance services
6 months ended 30 June 2021 GBP'000 GBP'000 Publishing Other Total
(Unaudited) GBP'000 GBP'000 GBP'000
============================== ============ ========= ============ ====================== =============
Gross revenue 896 1,816 2,229 - 4,941
Cost of sales (424) (305) (1,467) - (2,196)
------------ --------- ------------ ---------------------- -------------
Net revenue 472 1,511 762 - 2,745
------------ --------- ------------ ---------------------- -------------
Adjusted operating loss* (1,993) (443) (1,463) (1,204) (5,103)
Loss before tax (1,993) (443) (1,463) (1,274) (5,173)
Taxation (17) - (3) - (20)
Loss for the period (2,010) (443) (1,466) (1,274) (5,193)
============ ========= ============ ====================== =============
Total assets 21,894 7,267 15,001 7,477 51,639
Total liabilities (12,505) (1,649) (2,254) (576) (16,984)
------------ --------- ------------ ---------------------- -------------
Net assets 9,389 5,618 12,747 6,901 34,655
------------ --------- ------------ ---------------------- -------------
*adjusted operating loss excludes share-based payment
expense
Short Payment
term finance services
Year ended 31 December 2021 GBP'000 GBP'000 Publishing Other Total
(Audited) GBP'000 GBP'000 GBP'000
============================== ============ ========= ============ ====================== =============
Gross revenue 1,878 4,133 7,104 - 13,115
Cost of sales (832) (873) (4,509) - (6,214)
------------ --------- ------------ ---------------------- -------------
Net revenue 1,046 3,260 2,595 - 6,901
------------ --------- ------------ ---------------------- -------------
Adjusted operating loss* (3,877) (548) (1,439) (2,488) (8,352)
Loss before tax (3,877) (548) (1,439) (2,558) (8,422)
Taxation 367 175 444 - 986
Loss for the period (3,510) (373) (995) (2,558) (7,436)
============ ========= ============ ====================== =============
Total assets 24,607 8,331 16,774 1,016 50,728
Total liabilities (13,341) (1,747) (2,184) (1,005) (18,277)
------------ --------- ------------ ---------------------- -------------
Net assets 11,266 6,584 14,590 11 32,451
------------ --------- ------------ ---------------------- -------------
*adjusted operating loss excludes share-based payment
expense
5. Staff costs
Analysis of staff costs:
6 months 6 months Year ended
ended ended 31 December
2021
30 June 2022 30 June 2021 (Audited)
(Unaudited) (Unaudited) GBP'000
GBP'000 GBP'000
============================================= ============================= ================== ============
Wages and salaries 5,269 4,609 9,011
Consulting costs 193 183 395
Social security costs 744 703 1,409
Pension costs arising on defined contribution
schemes 227 223 428
Share-based payment - 70 70
Government grants - (22) (28)
----------------------------- ------------------ ------------
6,433 5,766 11,285
============================= ================== ============
Consulting costs are recognised within staff costs where the
work performed would otherwise have been performed by employees.
Consulting costs arising from the performance of other services are
included within other operating expenses.
Average monthly number of persons (including Executive
Directors) employed:
6 months 6 months Year ended
ended ended 30 June 31 December
2021 2021
30 June 2022 (Unaudited) (Audited)
(Unaudited) Number Number
Number
================== ================== ============== ============
Management 18 16 16
Finance 11 7 7
Sales & marketing 34 32 23
Operations 50 54 36
Technology 54 43 54
------------------ -------------- ------------
167 152 136
================== ============== ============
Directors' emoluments
6 months 6 months Year ended
ended ended 31 December
2021
30 June 2022 30 June 2021 (Audited)
(Unaudited) (Unaudited) GBP'000
GBP'000 GBP'000
====================== ================== ================== ============
Combined remuneration 376 370 685
6. Employee share-based payment transactions
The employment share-based payment charge comprises:
6 months 6 months Year ended
ended ended 31 December
2021
30 June 2022 30 June 2021 (Audited)
(Unaudited) (Unaudited) GBP'000
GBP'000 GBP'000
======================================= ================== ================== ============
Performance Share Plan and Joint Share
Ownership Plan Founder Award - 59 59
Performance Share Plan Market Value
Award - 11 11
Performance Share Plan 2019 Award - - -
Performance Share Plan 2018 Award - - -
Total - 70 70
================== ================== ============
Performance Share Plan and Joint Share Ownership Plan Founder
Award ("PSP and JSOP")
On 21 February 2018, 3,407,895 shares were granted to selected
founder members of senior management of which the share price at
date of grant was GBP1.90 per share. The awards are structured as a
Performance Share Plan and a Joint Share Ownership Plan. The
Performance Share Plan is structured as a nil cost option with no
performance conditions attached. The awards were also granted
subject to continued employment until February 2021. The Joint
Share Ownership Plan allows the employee to participate in the
growth in value over and above the grant price of GBP1.90. The
shares vest 25% on each anniversary of the grant date.
The first 25% of shares (851,973 shares) vested on 21 February
2019 when the share price was GBP1.98. As a result 817,550 shares
subject to the Joint Share Ownership Plan became fully owned by the
trustee of the Company's employee benefit trust (the "EBT") and
34,423 became fully owned by senior management.
At the time of Distribution Finance Capital Ltd's ("DFC's")
demerger from the Group, there was a modification to the Founder
Award. The GBP1.90 price above which the employee was able to
participate in value growth under the Joint Share Ownership Plan
was adjusted proportionally by reference to the respective share
prices of DFC and TruFin to GBP0.85. This modification has not
resulted in a change in the valuation of the award and this
continues to be recognised over the remainder of the original
vesting period.
As part of the demerger, holders of Founder Awards also received
an award in respect of DFC shares which gave rise to an employer's
National Insurance liability of GBP419,000, which was paid in July
2019.
On 11 September 2019, in connection with his change of role, the
unvested Founder Awards in respect of 1,369,244 shares held by
Henry Kenner fully vested, the result of which was that all of the
relevant shares ceased to be subject to the Joint Share Ownership
Plan and instead become fully owned by the EBT. In addition,
1,369,244 shares subject to the Performance Share Plan ceased to be
subject to continued employment condition.
The second 25% of Founder Awards held by James van den Bergh
vested on 21 February 2020 when the share price was GBP0.26. As a
result, 395,560 shares subject to the Joint Share Ownership Plan
became fully owned by the EBT and James' nil cost option under the
Performance Share Plan vested in respect of the same number of
shares.
On 27 November 2020, Henry Kenner exercised his nil cost option
under the Performance Share Plan which resulted in 1,807,217 shares
being transferred from the EBT to Henry Kenner on 22 December 2020.
This gave rise to an Employer's National Insurance liability of
GBP82,000 which was paid in January 2021.
The third 25% of Founder Awards held by James van den Bergh
vested on 21 February 2021 when the share price was GBP0.78. As a
result, 395,560 shares subject to the Joint Share Ownership Plan
became fully owned by the EBT and James' nil cost option under the
Performance Share Plan vested in respect of the same number of
shares.
The final 25% of Founder Awards held by James van den Bergh
vested on 22 February 2022 when the share price was GBP0.81. As a
result, 395,558 shares subject to the Joint Share Ownership Plan
became fully owned by the EBT and James' nil cost option under the
Performance Share Plan vested in respect of the same number of
shares.
Performance Share Plan Market Value Award ("PSP Market
Value")
On 21 February 2018, options to acquire 4,868,420 shares were
granted to the senior management team. The vesting of this award is
based on market--based performance conditions. The vesting of these
awards is subject to the holder remaining an employee of the
Company and the Company's share price achieving five distinct
milestones - vesting at 20% each milestone. The exercise price of
the awards at the time of grant was GBP1.90 per share. A Monte
Carlo simulation was used to determine the fair value of these
options. The model used an expected volatility of 10% and a risk
free rate of 1.3%.
In order to reflect the impact of the demerger, the PSP Market
Value Award was split into two:
-- Part of the award remained as an option in respect of TruFin
plc shares ("TruFin Market Value Award")
-- Part of the award became an award in respect of DFC shares
("DFC market Value Award")
The TruFin Market Value Award is on the same terms as the
original PSP Market Value Award except that:
-- The exercise price was adjusted to GBP0.85, and the share
price milestones were adjusted to reflect the demerger
-- The exercise price was further adjusted to GBP0.80, and the
share price milestones were further adjusted, to reflect the return
of value to shareholders in June 2019
-- The exercise price was further adjusted to GBP0.71, and the
share price milestones were further adjusted to reflect the return
of value to shareholders in December 2019
The modification has not resulted in a change in the valuation
of the award and this continues to be recognised over the remainder
of the original vesting period.
The grant of the DFC Market Value Award gave rise to an
employer's National Insurance liability for the Company of
GBP265,000 which was paid in July 2019.
Performance Share Plan 2018 Award ("PSP 2018")
On 21 February 2018, options to acquire 1,000,001 shares were
granted to the senior management team. The PSP 2018 Award is
structured as a nil cost option. The vesting of this award was
subject to the holder being in continued employment until February
2021 and the subsidiary companies achieving certain financial
metrics over a three--year period.
In order to reflect the impact of the demerger, and as the
performance condition relating to the business of DFC was deemed to
be achieved in full due to the demerger, the PSP 2018 Award was
adjusted as follows:
-- the award part vested and was satisfied by way of a cash
payment calculated by reference to 50% of the shares subject to the
award and a price of GBP1.90 per share. The cash payments were made
in September 2019; and
-- the awards otherwise continued in respect of 100% of the
TruFin plc shares, but the performance condition related solely to
the business of the Oxygen Group.
In 2019, PSP 2018 Awards in respect of 736,843 shares lapsed
following members of senior management leaving the Group and
changing roles.
The remaining performance condition of this award was not met at
the end of the 3 year vesting period.
Performance Share Plan 2019 Award ("PSP 2019")
On 11 September 2019 an option to acquire 320,000 shares was
granted to James van den Bergh. The PSP 2019 Award is structured as
a nil cost option. The vesting of this award is subject to the
holder being in continued employment until September 2022 and
subsidiary companies achieving certain financial metrics over a
three --year period. The performance vesting conditions had not
been met at the end of the 3 year vesting period.
7. Loss before income tax
Loss before income tax is stated after charging:
6 months 6 months Year ended
ended ended 31 December
2021
30 June 2022 30 June 2021 (Audited)
(Unaudited) (Unaudited) GBP'000
GBP'000 GBP'000
==================================== ============================= ================== ============
Depreciation of property, plant and
equipment 55 47 96
Amortisation of intangible assets 822 646 1,571
Staff costs including share-based
payments charge 6,433 5,766 11,285
8. Taxation
Analysis of tax credit/charge recognised in the period/year
6 months 6 months Year ended
ended ended 31 December
2021
30 June 2022 30 June 2021 (Audited)
(Unaudited) (Unaudited) GBP'000
GBP'000 GBP'000
============================= ============================= ================== ============
Current tax (credit)/charge (230) 4 (726)
Deferred tax (credit)/charge - 16 (260)
----------------------------- ------------------ ------------
Total tax (credit)/charge (230) 20 (986)
============================= ================== ============
Deferred tax asset
6 months 6 months Year ended
ended ended 31 December
2021
30 June 2022 30 June 2021 (Audited)
(Unaudited) (Unaudited) GBP'000
GBP'000 GBP'000
==================================== ============================= ================== ============
Balance at start of the period/year 303 43 43
(Debit)/credit to the statement of
comprehensive income - (16) 260
----------------------------- ------------------ ------------
Balance at end of the period/year 303 27 303
============================= ================== ============
Comprised of:
Losses 303 27 303
----------------------------- ------------------ ------------
Total deferred tax asset 303 27 303
============================= ================== ============
A deferred tax asset was recognised in 2021 in respect of Vertus
Capital SPV 1 Limited, as it became profitable.
9. Intangible assets
Software Separately
Client contracts licences identifiable
and similar intangible Goodwill Total
assets assets
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
======================= ================== ================ ============= ========== =======
Cost
At 1 January 2022 5,490 2,579 1,642 15,746 25,457
Additions 496 603 - - 1,099
Arising on acquisition
of subsidiary - 3 - 2,522 2,525
Disposals (45) (75) - - (120)
Exchange differences 2 - - - 2
-------------
At 30 June 2022
(unaudited) 5,943 3,110 1,642 18,268 28,963
================== ================ ============= ========== =======
Amortisation
At 1 January 2022 (1,607) (1,181) (1,070) - (3,858)
Charge for the
period (398) (260) (164) - (822)
Disposals - 75 - - 75
At 30 June 2022
(unaudited) (2,005) (1,366) (1,234) - (4,605)
================== ================ ============= ========== =======
Accumulated impairment
losses
At 1 January 2022 (408) - - - (408)
At 30 June 2022
(unaudited) (408) - - - (408)
================== ================ ============= ========== =======
Net book value
------------------ ---------------- ------------- ---------- -------
At 30 June 2022
(unaudited) 3,530 1,744 408 18,268 23,950
------------------ ---------------- ------------- ---------- -------
At 31 December
2021 3,475 1,398 572 15,746 21,191
================== ================ ============= ========== =======
Software Separately
Client contracts licences identifiable
and similar intangible Goodwill Total
assets assets
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
======================= ================== ================ ============= ========== =======
Cost
At 1 January 2021 4,689 1,834 1,642 15,796 23,961
Additions 1,056 757 - (50) 1,763
Disposals (256) - - - (256)
Exchange differences 1 (12) - - (11)
-------------
At 31 December
2021 5,490 2,579 1,642 15,746 25,457
================== ================ ============= ========== =======
Amortisation
At 1 January 2021 (956) (814) (742) - (2,512)
Charge (873) (370) (328) - (1,571)
Disposals 222 - - - 222
Exchange differences - 3 - - 3
At 31 December
2021 (1,607) (1,181) (1,070) - (3,858)
================== ================ ============= ========== =======
Accumulated impairment
losses
At 1 January 2021 (408) - - - (408)
At 31 December
2021 (408) - - - (408)
================== ================ ============= ========== =======
Net book value
------------------ ---------------- ------------- ---------- -------
At 31 December
2021 3,475 1,398 572 15,746 21,191
------------------ ---------------- ------------- ---------- -------
At 31 December
2020 3,325 1,020 900 15,796 21,041
================== ================ ============= ========== =======
Client contracts comprise the directly attributable costs
incurred at the beginning of an Early Payment Scheme Service
contract to revise a client's existing payment systems and provide
access to the Group's software and other intellectual property.
These implementation (or "set up") costs are comprised primarily of
employee costs.
The useful economic life for each individual asset is deemed to
be the term of the underlying Client contract (generally 5 years)
which has been deemed appropriate and for impairment review
purposes, projected cash flows have been discounted over this
period.
The amortisation charge is recognised in fee expenses within the
statement of comprehensive income, as these costs are incurred
directly through activities which generate fee income.
Software, licenses and similar assets comprises separately
acquired software, as well as costs directly attributable to
internally developed platforms across the Group. These directly
attributable costs are associated with the production of
identifiable and unique software products controlled by the Group
and are probable of producing future economic benefits. They
primarily include employee costs and directly attributable
overheads.
A useful economic life of 3 to 5 years has been deemed
appropriate and for impairment review purposes projected cash flows
have been discounted over this period.
The amortisation charge is recognised in depreciation and
amortisation on non-financial assets within the statement of
comprehensive income.
Goodwill and "Separately identifiable intangible assets" arise
from acquisitions made by the Group.
10. Property, plant and equipment
Fixtures Computer Right-of-Use
& equipment Asset Total
fittings
Group GBP'000 GBP'000 GBP'000 GBP'000
==================== ========= ========== ============ =======
Cost
At 1 January 2022 53 78 429 560
Additions 51 21 276 348
Disposals - (3) (393) (396)
At 30 June 2022 104 96 312 512
--------- ---------- ------------ -------
Depreciation
At 1 January 2022 (44) (44) (407) (495)
Charge (4) (13) (38) (55)
Disposals - 3 393 396
At 30 June 2022 (48) (54) (52) (154)
--------- ---------- ------------ -------
Net book value
--------- ---------- ------------ -------
At 30 June 2022 56 42 260 358
========= ========== ============ =======
At 31 December
2021 9 34 22 65
========= ========== ============ =======
Fixtures Computer Right-of-Use
& equipment Asset Total
fittings
Group GBP'000 GBP'000 GBP'000 GBP'000
===================== ========= ========== ============ =======
Cost
At 1 January 2021 52 60 429 541
Additions 2 22 - 24
Disposals - (4) - (4)
Exchange differences (1) - (1)
At 31 December
2021 53 78 429 560
--------- ---------- ------------ -------
Depreciation
At 1 January 2021 (36) (26) (339) (401)
Charge (8) (20) (68) (96)
Disposals - 2 - 2
At 31 December
2021 (44) (44) (407) (495)
--------- ---------- ------------ -------
Net book value
--------- ---------- ------------ -------
At 31 December
2021 9 34 22 65
========= ========== ============ =======
At 31 December
2020 16 34 90 140
========= ========== ============ =======
11. Loans and advances
30 June 2022 31 December
2021
(Unaudited) (Audited)
GBP'000 GBP'000
========================= ============= ============
Total loans and advances 21,886 16,137
Less: loss allowance (10) (4)
21,876 16,133
============= ============
Past due receivables relating to loans and advances are analysed
as follows:
30 June 2022 31 December
2021
(Unaudited) (Audited)
GBP'000 GBP'000
============================== ============= ============
Neither past due nor impaired 21,059 16,062
Past due: 0-30 days 794 32
Past due: 31-60 days 20 10
Past due: 61-90 days 1 28
Past due: more than 91 days 2 1
21,876 16,133
============= ============
The financial risk management procedures disclosed in the 31
December 2021 audited financial statements have been and remain in
place for the period to 30 June 2022.
12. Share capital
Share Capital Total
GBP'000 GBP'000
======================================= =============== =========
94,182,943 shares at GBP0.91 per share
at 30 June 2022 (unaudited) 85,706 85,706
On 12 April 2022, the Company issued 13,360,739 ordinary shares
through a Placing and an Open Offer. These were issued at GBP0.75
per share, raising gross proceeds of GBP10,020,554. This was a
discount to par value of GBP2,138,000, which has been included in
Other Reserves in the Statement of Changes of Equity.
All ordinary shares carry equal entitlements to any
distributions by the Company. No dividends were proposed by the
Directors for the period ended 30 June 2022.
13. Borrowings
30 June 2022 31 December
2021
(Unaudited) (Audited)
GBP'000 GBP'000
=========================== ============== ============
Loans due within one year 1,746 1,634
Loans due in over one year 15,059 11,351
16,805 12,985
============== ============
Movements in borrowings during the period/year
The below table identifies the movements in borrowings during
the period/year.
GBP'000
======================================== ========================
Balance at 1 January 2022 12,985
Loan Drawdowns 5,180
Loan repayments (1,435)
Fee amortisation 55
Interest expense 326
Interest paid (309)
Effect of foreign exchange rate changes 3
Balance at 30 June 2022 (Unaudited) 16,805
========================
Balance at 1 January 2021 10,711
Funding drawdown 5,725
Interest expense 528
Origination fees paid (211)
Fee amortisation 141
Repayments (3,371)
Interest paid (506)
Loan written off (13)
Exchange differences (19)
Balance at 31 December 2021 (Audited) 12,985
========================
14. Acquisition of Subsidiary
On 6 June 2022, Playstack Inc acquired Magic Fuel Games Inc.
("Magic Fuel"), a remote games development studio based in San
Francisco, USA.
The consideration for the acquisition was $3 million, $1.5
million of which had been paid by the reporting date, and $1.5
million is payable in May 2023.
In accordance with IFRS 3, the Group has up to one year to
finalise the initial accounting for a business combination. At the
reporting date, our assessment in relation to the recognition and
measurement of separately identifiable intangible assets acquired
is ongoing.
15. Earnings per share
Earnings per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average
number of ordinary shares in issue during the period/year.
The calculation of the basis and adjusted earnings per share is
based on the following data:
6 months 6 months Year ended
ended ended 31 December
2021
30 June 2022 30 June 2021 (Audited)
(Unaudited) (Unaudited) GBP'000
GBP'000 GBP'000
=============================================== ================ ================== ==============
Number of shares
At period/year end 94,182,943 80,822,204 80,822,204
Weighted average 86,727,509 80,822,204 80,822,204
Earnings attributable to ordinary shareholders GBP'000 GBP'000 GBP'000
Loss after tax attributable to the owners
of TruFin plc (3,716) (5,033) (7,071)
Adjusted earnings attributable to ordinary
shareholders
Loss for the period/year attributable
to the owners of TruFin plc (3,716) (5,033) (7,071)
Adjusted for:
Share-based payment - 70 70
Adjusted loss after tax attributable
to the owners of TruFin plc (3,716) (4,963) (7,001)
Earnings per share* Pence Pence Pence
Basic and Diluted (4.3) (6.2) (8.7)
Adjusted(1) (4.3) (6.1) (8.7)
* All Earnings per share figures are undiluted and diluted.
Adjusted(1) EPS excludes share-based payment expense,
exceptional items and discontinued operations from loss after
tax
Management has been granted 5,451,578 share options in TruFin
plc (See note 6 for details). These could potentially dilute basic
EPS in the future, but were not included in the calculation of
diluted EPS as they are antidilutive for the periods presented, as
the Group is loss making.
16. Related party disclosures
Transactions with directors
Key management personnel disclosures are provided in notes 5 and
6.
Transactions with directors, or entities in which a director is
also a director or partner
6 months 6 months Year ended
ended ended 31 December
2021
30 June 2022 30 June 2021 (Audited)
(Unaudited) (Unaudited) GBP'000
GBP'000 GBP'000
================================================ ================== ================== ============
Consultancy services provided by an ex-director - 21 21
During the period, the Group made loans to Storm Chaser UG, a
company based in Germany. Storm Chaser UG is 100% owned by Storm
Chaser Games - an associate company of Playstack (see note 1). The
balance of the loans including interest at the reporting date was
GBP320,000 (2021: GBP148,000).
17. Post balance sheet events
On 29 July 2022, the Group completed a further GBP2 million
investment in Satago. For the purposes of this investment, the
valuation of Satago is the same pre-money valuation that Lloyds
Banking Group participated at for their GBP5 million
investment.
On 9 March 2022, TruFin announced, in conjunction with the
commercial agreement with Lloyds and the GBP5m Investment, that it
had agreed to vary the terms of an existing GBP3m loan to Satago so
that it would be convertible into equity capital in Satago at the
same pre-money valuation. On 1 September 2022, TruFin exercised its
conversion right and converted the GBP3 million loan into equity in
Satago.
Following this transaction, the Group holds approximately 70% of
the fully diluted share capital of Satago.
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