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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Mi-pay Group Plc | LSE:MPAY | London | Ordinary Share | GB00B0N59376 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1.20 | 1.00 | 1.40 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMMPAY
RNS Number : 7829B
Mi-Pay Group PLC
25 September 2018
25 September 2018
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain
Mi-Pay Group plc
('Mi-Pay', the 'Group', or the 'Company')
Interim Results
Mi-Pay (AIM: MPAY), a leading provider of digital transformation, mobile payment and payment fraud management solutions to Tier 1 Mobile Network Operators, Mobile Virtual Network Operators and digital content providers, is pleased to present its unaudited Interim Results for the six months ended 30 June 2018.
Operational Highlights
-- Successfully integrated into our largest client's new infrastructure following our contract extension in 2017. This is expected to drive stronger payment transaction growth in H2 2018.
-- Direct fraud management service developed and extended with our new European client.
-- Continued to deliver operational excellence with high payment success rates and low fraud levels.
-- Renewed 5 year lease for core transaction processing infrastructure, commencing in July 2018 and new 3 year terms for our global PCI accredited data centre infrastructure commencing in August 2018. The Board expect this to reduce annual costs by GBP0.2 million from August 2018 whilst delivering enhanced business continuity, security and scalability.
-- Successfully delivered annual PCI DSS level 1 accreditation for 2018/2019.
-- March 2018 restructure and placing, improving financial position and performance. Michael Dickerson assumed the role of Executive Chairman, John Beale to Chief Executive Officer and Seamus Keating to continue as an independent Non-Executive Director. John Beale will continue his duties as Chief Financial Officer in the interim until a suitable successor is appointed.
Financial Highlights
-- The total value of payment transactions processed in the period increased by 11% to GBP50.2 million versus H1 2017. As at 31 August 2018, the Group was processing over GBP112 million payment transactions on an annualised basis.
-- Indemnified an additional GBP17.8 million of payments for fraud during the period as a new product stream. (H1 2017: Nil). This delivered new revenues of GBP0.1 million for the 6 month period to 30 June 2018.
-- Total revenue recognised in the period GBP1.6 million (H1 2017: GBP1.5 million).
-- Total Gross margin remained strong at of 62% (H1 2017: 63%) despite the reduction in average revenue per transaction due to new pricing with our largest client. Total Gross profit remained flat at GBP1.0 million versus the same period in 2017.
-- GBP0.2 million reduction in administrative expenses to GBP1.1 million (H1 2017: GBP1.3 million) during the period following the Board restructure in February 2018 which will continue (GBP0.1 million) and reduced expenditure on non-recurring exceptional items (GBP0.1 million).
-- Operating loss of GBP0.1 million for the period (H1 2017: GBP0.3 million).
-- Net assets increased from GBPnil at 31 December 2017 to GBP0.4 million as at 30 June 2018 following the Board restructure, conversion of previously deferred salary to ordinary shares and investment in March 2018 (GBP0.5 million), partly offset by losses in the period.
-- Cash & cash equivalents as at 30 June 2018 increased to GBP3.1 million from GBP2.9 million at 31 December 2017 as payment transaction volumes grew.
-- Operational cash outflow for the period of GBP0.3 million was offset post period end by the receipt of GBP0.3 million in August 2018 for annual research and development tax credits.
-- Basic and diluted loss per share 0.3 pence (H1 2017: 0.8 pence loss per share).
Michael Dickerson, Chairman of Mi-Pay Group plc commented:
"The Board is pleased with the performance in 2018 to date and broadly in line with expectations. Real progress has been made in underpinning our move to profitability with growth within our existing customers and new fraud management services, supported by strong operational performance and further cost reductions during the period. This has delivered a material reduction in losses for the period in line with our expectations. With further revenue growth delivered from our largest client and contracted cost savings from August 2018, we seek to move towards profitability in H2 2018, underpinned by our improved financial position and stability.
Our digital payment, fraud and security solutions, expertise and commercial flexibilities are increasingly relevant in our market and we are becoming more important to our clients as their customers naturally move to digital channels. Crucially, whilst demonstrating an ability to deliver major client deliverables in our Mobile Operator market we have now demonstrated an ability to break out from this vertical market to wider geographical, digital content fraud services markets."
For further information, please contact:
Mi-Pay Group plc IFC Advisory Allenby Capital Limited Tel: +44 207 112 2129 Tel: +44 20 3053 8671 Tel: +44 203 328 5656 Michael Dickerson, Chairman Graham Herring James Reeve John Beale, CEO Tim Metcalfe Asha Chotai
Heather Armstrong
Chief Executive Officer's review
H1 2018 Operational Review
Trading
During the period we have delivered continued growth as our clients' customers naturally migrate to the digital platforms we provide, extended our services to include direct fraud management whilst improving and securing both the operations and platform stability, financial stability and reduced the overall cost base of the Group.
We delivered further growth in our processed payment transactions during the period to GBP50.2 million (H1 2017: GBP45.4 million) primarily driven from existing clients. Our core focus was to integrate into our largest client's new infrastructure which is expected to drive incremental growth in H2 2018, as we on-board its recently acquired customer base. Despite delays which have impacted our short term performance, this was successfully delivered in August 2018 and we now process an annualised GBP112 million per annum across all of our clients (2017: GBP94 million). In addition, we are pleased to have successfully indemnified from payment fraud, GBP17.8 million payment transactions in Western Europe, primarily for digital content which has enabled us to deliver further value from our in house fraud management solution and bring new diversified revenue streams on-line. We will continue to invest in these clients and expect to drive increased profitability and growth over the coming periods.
Our total revenue increased to GBP1.6 million (H1 2017: GBP1.5 million) with the growth primarily due to the new managed fraud service and we expect to see increased levels of growth in H2 2018 from our largest client's new customers. Growth in our Transaction Services revenues remained flat as the extra volumes processed were offset by the new commercial terms, reducing revenue per transaction with our largest client, which we expect to drive increased benefit over the longer term. We also remain less reliant on our one-time Professional Services revenues which remained flat versus H1 2017 at GBP0.2 million. This revenue stream is underpinned by our secure card vault solution that collects and processes all the payment transaction for a major UK Mobile Network Operator, securely transferring over GBP264 million of payments in the period (H1 2017: GBP259 million). We have also commenced discussions with another of the Group's main customers with regards to the continuation and growth of the Company's existing relationship with them.
Across our wider client base, we see increased customer adoption of our digital payment solutions and need for high level security and data protection, an area in which we continue to invest. Our delivery of relevant digital payment methods, such as PayPal and Amazon Payments, in addition to traditional card processing continues to grow. In H2 2018, we also expect to add Apple Pay and other alternative payment solutions across Europe to enhance our offering. Over the medium term we see direct banking payment solutions as real opportunities to expand our payment offerings and will invest in these areas with our connected partners.
In 2018, we have continued to see an increased focus in data security and compliance. We have ensured we remain PCI level 1 and GDPR compliant, supported by the investment in a Data Protection Officer to oversee this transition in the longer term. We see the security of our clients' data as a key objective. Our ability to work securely with this data and provide relevant business intelligence and customer relationship management solutions is a crucial part of our development to remain strategically important to our clients. We will continue to invest more in this area in the coming periods.
Aligned to our focus on data security, we have continued to deliver excellent value to our clients with respect to payment fraud management via our in-house solution. Total fraud as a percentage of transaction value processed reduced to 0.04% (H1 2017: 0.06%), whilst delivering strong payment success rates of 88% (H1 2017: 89%). These elements deliver stable gross margin but more importantly increase customer satisfaction. The additional delivery of indemnified fraud management direct to an external client has driven increased volumes, revenue and enhanced our knowledge in this market including a wider data set for us to better understand and manage payment fraud risks across Europe. This remains a key investment focus both as a commercial product offering and intellectual property as we move to more automated machine learning capabilities. We target to deliver longer term margin growth from this new revenue stream outside our traditional mobile operator client base.
The growth of our solution in Asia remains slow, however we continue to work with our contracted client in the region to drive growth via new payment methods and wider country expansion.
Infrastructure stability and consolidation
As part of our continued investment in stability and business continuity we agreed new terms with our existing transaction processing software provider for a further 5 year lease on terms similar to prior periods with no upfront investment. This commenced on July 1(st) 2018. In addition we also renewed terms with our existing PCI accredited infrastructure managed services partner for a further 3 years from August 1(st) 2018 and expect this to deliver enhanced scalability and business continuity solutions whilst delivering GBP0.2 million of further annual cost savings. Both of these solutions ensure we have reduced our operational risks, enhanced client stability and limited capital investment requirements whilst delivering a more efficient and more stable platform for us to build from.
Financial Review
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Premium
Unaudited Unaudited Audited
Six months Six months Year
ended 30 June ended 30 ended 31
2018 June 2017 Dec 2017
GBP GBP GBP
Payment Transaction Value Processed 50,216,383 45,385,844 93,982,712
Transaction Services Revenue 1,383,660 1,358,755 2,654,178
Professional Services Revenue 180,379 174,182 395,922
Revenue 1,564,039 1,532,937 3,050,100
---------------------------------------- --------------- ------------ ------------
Transaction Services Gross profit 825,807 853,388 1,678,869
Professional Services Gross profit 144,807 117,875 285,309
Gross profit 970,614 971,263 1,964,178
Gross profit % 62% 63% 64%
---------------------------------------- --------------- ------------ ------------
Total administrative expenses (1,116,564) (1,316,318) (2,585,665)
Operating profit / (loss) (145,950) (345,055) (621,487)
---------------------------------------- --------------- ------------ ------------
Cash and cash equivalents at beginning
of period 2,925,766 3,518,217 3,518,217
Cash inflow from management of client
payments 342,337 495,129 (117,875)
Adjusted Net cash flow from operating
activities(1) (315,584) (228,329) (298,719)
Exceptional items - (71,717) (71,758)
Capital Expenditure (12,223) (21,093) (38,204)
Adjusted Cash flow from financing(2) 205,446 (32,915) (65,895)
Cash and cash equivalents at end
of period 3,145,742 3,659,292 2,925,766
Total equity attributable to the
equity shareholders of the parent 369,340 297,709 21,920
Basic and diluted loss per ordinary
share (0.3)p (0.8)p (1.5)p
---------------------------------------- --------------- ------------ ------------
(1)Adjusted Net cash flow from operating activities excludes cash flows from the management of client payments, exceptional items and GBP273,750 payments made to Directors for settlement of deferred salaries, subsequently fully reinvested as Ordinary share capital on 1 March 2018
(2)Adjusted Cash flow from financing excludes GBP273,750 cash inflow from the settlement of deferred salaries, subsequently fully reinvested as Ordinary share capital on 1 March 2018
Our strong performance in transaction volume growth and new fraud management services drove revenues up by GBP0.1m with our gross profits remaining at GBP1.0 million for the period as the reduced pricing with our largest client offset the volume growth. However, we believe this approach will deliver longer-term benefits to the Group as our volumes grow, driven primarily by the new contract with our largest client entered into in 2017. Our overall margins remain strong and stable.
Our Administrative expenses reduced by GBP0.2 million for the period versus H1 2017. The Board restructure in March 2018 delivered a reduction of GBP0.1 million and a further GBP0.1 million saving due to reduced expenditure on exceptional items related to merger and acquisition investments in H1 2017. This led to an improved operating loss of GBP0.1 million for the period (H1 2017: GBP0.3 million) in line with our expectations. We expect these improvements to both continue and increase for the full year as we deliver further cost reductions through our new infrastructure partner contracts from August 2018.
In our balance sheet, our total capital and reserves grew from GBPnil as at 31(st) December 2017 to GBP0.4 million as at 30 June 2018, primary due to the placing in March 2018 which increased our share capital by GBP0.5 million as new shares were issued, increasing both our cash balances (GBP0.2 million) and converting previously accrued deferred Director salaries (GBP0.3 million). This was offset by our losses for the period of GBP0.1 million. GBP0.6 million of previously charged share based payments was credited to the retained deficit reserve from Share options reserve as previously issued share options were cancelled and re-issued. This has no impact on the Consolidated Statement of Comprehensive income for the period.
The Group ended the period with GBP3.1 million in cash and cash equivalents (GBP2.9 million at 31 December 2017), noting that of this balance, GBP2.6 million related to the management of client payments (GBP2.3 million as at 31 December 2017). Excluding the client related cash movements cash outflow was GBP0.1 million in the period:
-- GBP0.3 million outflow due to operational expenditure, capital investment and lease payments.
-- GBP0.2 million net inflow the new shares issued in March 2018.
This outflow was subsequently offset by a receipt of GBP0.3 million for research and development tax credits in received in August 2018, related our 2017 claim. This increased our operating cash position.
Brexit
We continue to review the risks associated with Brexit. 39% of our revenue during the period was related to clients based in Europe, primarily in Ireland for payment services (27%) and our Fraud services reside in Holland (9%). We see these two regions as our largest risks. Our solutions are primarily local domestic payment solutions, delivered on behalf of local entities for their local customers and we believe this reduces our risk. For our Irish client, our services are directly supported by an Irish registered payment institution which will enable us to transact locally via a local entity should this be required. We process successfully using this methodology today in Asia pacific. Our fraud service, as a pure software based solution and not involving the processing of cash, can also be managed and processed locally if required. Whilst some incremental costs and administration effort would be involved we do not believe this will be material. For our resources, where the majority of our support teams are based in Europe, this operates as a stand-alone trading entity, abiding by all local laws, taxes and compliance. We expect this to have minimal impact. Crucially, we are committed to continue to comply with the most rigorous data protection regulation and will as such retain full compliance with the European Union 'General Data Protection Regulation' regime and will retain our global PCI data security standard.
Employees
We recognise that the performance achieved in this period would not have been possible without the support and continued dedication of our staff. They continue to support our delivery model and enhance our solutions to our clients, support the strong transaction growth and develop and deliver improved, secure technologies. They are our most valuable resource and we would like to thank them for their efforts and stability they give to the Group. We encourage a strong, innovative culture and our resources in the United Kingdom and Romania offer a highly skilled, experienced and stable delivery structure with a proven capacity to scale efficiently as we grow. In H2 2018 will look to invest further in our security, fraud and business intelligence solutions, product delivery and commercial resources with their support.
Outlook
Mi-Pay has significantly reduced its trading losses and improved its financial stability during the period. We have continued to drive growth in our core business with our existing clients whilst adding new services outside of our traditional market, opening up new opportunities in new geographies and vertical markets. Despite delays, which have impacted short term revenue outlook, we expect to deliver an increased gross profit for H2. This will be achieved by the delivery of increased customer transactions, as we deliver the new connectivity to our largest client and continue to improve the growth and profitability of our managed fraud solution. This will also be supported by the improved efficiencies in our cost base in H1 2018 with an expected further reduction in H2 2018 as we deliver the new infrastructure commercial terms. When combined, we expect these to drive us to a position of run rate profitability, all underpinned by our naturally growing annuity based volumes as consumers migrate to our digital channels away from traditional retail solutions.
The reduced deferred salary liability, new investment in ordinary shares and receipt of GBP0.3 million of research and development tax credits in August 2018 enables us to continue to invest in our people and solutions, without a need for material capital investments. In H2 2018, we will focus on our fraud management capabilities, data security solutions and enhancing the stability and scalability of our global infrastructure looking to invest more in our delivery and commercial capabilities. Underpinning this, we will continue to deliver wider customer interaction solutions such as secure call centre payments and payments over voice services, latest e-commerce digital payment options and focus on enhancing the use of our existing data to deliver enhanced business intelligence. We believe these areas will increase our strategic importance to our clients.
The Board remains confident that our total market opportunity continues to increase as the digital payments market expands globally and our solutions become increasingly relevant to a wider set of customers, geographies and vertical markets. Our growing relationship with all of our clients and our broader solutions keeps us in a strong position to take advantage of this consumer trend.
John Beale Michael Dickerson CEO Chairman
Consolidated Statement of Comprehensive Income
For the period of six months ended 30 June 2018
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 Dec
2018 2017 2017
Note GBP GBP GBP
------------------------------------- ----- ---------------------------- ------------ ------------
Payment Transaction Value
Processed 50,216,383 45,385,844 93,982,712
Transaction Services Revenue 1,383,660 1,358,755 2,654,178
Professional Services Revenue 180,379 174,182 395,922
------------------------------------- ----- ---------------------------- ------------ ------------
Revenue 1,564,039 1,532,937 3,050,100
------------------------------------- ----- ---------------------------- ------------ ------------
Cost of sales (593,425) (561,674) (1,085,922)
------------------------------------- ----- ---------------------------- ------------ ------------
Gross profit 2 970,614 971,263 1,964,178
Administrative expenses
------------------------------------- ----- ---------------------------- ------------ ------------
General and administration (775,472) (1,027,914) (1,837,862)
Research and development (285,521) (156,505) (578,816)
Depreciation (55,571) (60,182) (97,229)
Exceptional items 3 - (71,717) (71,758)
------------------------------------- ----- ---------------------------- ------------ ------------
Total administrative expenses (1,116,564) (1,316,318) (2,585,665)
Operating loss 4 (145,950) (345,055) (621,487)
Finance income 210 70 198
Finance expense (24) (17) (25)
------------------------------------- ----- ---------------------------- ------------ ------------
Loss before taxation (145,764) (345,002) (621,314)
Taxation (1,941) - (257)
------------------------------------- ----- ---------------------------- ------------ ------------
Loss for the period/year (147,705) (345,002) (621,571)
------------------------------------- ----- ---------------------------- ------------ ------------
Other Comprehensive expense
for the year
Exchange differences on translation
of foreign operations 4,152 4,405 5,185
Loss and total comprehensive
expense for period
attributable to the owners
of the parent (143,553) (340,597) (616,386)
------------------------------------- ----- ---------------------------- ------------ ------------
Basic and diluted loss per
ordinary share 6 (0.3)p (0.8)p (1.5)p
------------------------------------- ----- ---------------------------- ------------ ------------
Consolidated Statement of Financial Position
As at 30 June 2018
Unaudited Unaudited
Six months Six months Audited
ended ended Year
30 June 30 June ended
2018 2017 31 Dec 2017
Note GBP GBP GBP
--------------------------------- ----- ------------- ------------- -------------
ASSETS
Non-current assets
Property, plant and equipment 44,363 137,646 87,710
Total non-current assets 44,363 137,646 87,710
Current assets
Trade and other receivables 7 1,330,143 943,216 1,138,277
R&D tax credit receivable 364,477 357,363 230,000
Cash and cash equivalents 3,145,742 3,659,292 2,925,766
Total current assets 4,840,362 4,959,871 4,294,043
Total assets 4,884,725 5,097,517 4,381,753
--------------------------------- ----- ------------- ------------- -------------
LIABILITIES
Current liabilities
Trade and other payables 8 (4,494,142) (4,733,808) (4,326,813)
Obligations under finance lease (21,243) (66,000) (33,000)
--------------------------------- ----- ------------- ------------- -------------
Total current liabilities (4,515,385) (4,799,808) (4,359,813)
Non-current liabilities
Obligations under finance lease - - (20)
--------------------------------- ----- ------------- ------------- -------------
Total non-current liabilities - - (20)
Total liabilities (4,515,385) (4,799,808) (4,359,833)
--------------------------------- ----- ------------- ------------- -------------
Net assets 369,340 297,709 21,920
--------------------------------- ----- ------------- ------------- -------------
Equity
Share capital 9 4,573,429 4,159,324 4,159,324
Share premium 1,480,791 1,403,923 1,403,923
Share options reserve 10 - 624,729 624,729
Reverse acquisition reserve 6,920,115 6,920,115 6,920,115
Merger reserve 6,808,742 6,808,742 6,808,742
Retained deficit (19,413,737) (19,619,124) (19,894,913)
--------------------------------- ----- ------------- ------------- -------------
Total equity attributable to
the equity shareholders of
the parent 369,340 297,709 21,920
John Nicholas Beale
Chief Executive Officer
Consolidated Statement of Cash Flows
For the period of six months ended 30 June 2018
Unaudited Unaudited
Six months Six months Audited
ended ended Year
30 June 30 June ended
2018 2017 31 Dec 2017
Note GBP GBP GBP
-------------------------------------- ------ ------------ ------------ -------------
Cash flows from operating activities
Loss before tax from continuing
operations (145,764) (345,002) (621,314)
---------------------------------------------- ------------ ------------ -------------
Adjusted for:
Depreciation 55,571 60,182 97,229
Exchange differences on translation
of foreign operations 4,152 4,405 5,185
Finance income (210) (70) (198)
Finance expense 24 17 25
R&D credits (134,477) (137,363) (267,516)
(Increase) / decrease in trade
and other receivables (191,867) (46,026) (241,087)
Increase / (decrease) in trade
and other payables 167,329 658,887 281,892
Adjusted profit/(loss) from
operations after changes in
working capital (245,242) 195,030 (745,784)
Interest received 210 70 198
Interest paid (24) (17) (25)
Income taxes paid - - (257)
Corporation tax (paid)/received
(inc R&D credits) (1,941) - 257,516
Net cash flows from operating
activities (246,997) 195,083 (488,352)
Cash flows from investing activities
Purchase of property, plant
and equipment (12,223) (21,093) (38,204)
Net cash flows from investing
activities (12,223) (21,093) (38,204)
Cash flows from financing activities
Proceeds from issue of share 490,973 - -
capital, net of issue costs
Finance lease payments (11,777) (32,915) (65,895)
Net cash flows from financing
activities 479,196 (32,915) (65,895)
Net increase / (decrease) in
cash and cash equivalents 219,976 141,075 (592,451)
Cash and cash equivalents at
beginning of period 2,925,766 3,518,217 3,518,217
---------------------------------------------- ------------ ------------ -------------
Cash and cash equivalents at
end of period 3,145,742 3,659,292 2,925,766
---------------------------------------------- ------------ ------------ -------------
Consolidated Statement of Changes in Equity
For the period of six months ended 30 June 2018
Reverse
For the period Share Share options acquisition Merger Retained
ended 30 June 2018 capital Share premium reserve reserve reserve deficit Total
GBP GBP GBP GBP GBP GBP GBP
-------------------- ---------- -------------- -------------- ------------- ---------- ------------- ----------
At 1 January 2018 4,159,324 1,403,923 624,729 6,920,115 6,808,742 (19,894,913) 21,920
New Issue of Shares 414,105 76,868 490,973
Share Options
Lapsed (624,729) 624,729 -
Loss for the period
from continuing
operations - - - - - (147,705) (147,705)
-------------------- ---------- -------------- -------------- ------------- ---------- ------------- ----------
Other comprehensive
expense for
the period - - - - 4,152 4,152
At 30 June 2018 4,573,429 1,480,791 - 6,920,115 6,808,742 (19,413,737) 369,340
==================== ========== ============== ============== ============= ========== ============= ==========
Consolidated Statement of Changes in Equity
For the period of six months ended 30 June 2017
For the period Reverse
ended 30 June Share Share options acquisition Merger Retained
2017 capital Share premium reserve reserve reserve deficit Total
GBP GBP GBP GBP GBP GBP GBP
-------------------- ---------- -------------- -------------- ------------- ---------- ------------- ----------
At 1 January 2017 4,159,324 1,403,923 624,729 6,920,115 6,808,742 (19,278,527) 638,306
Loss for the period
from continuing
operations - - - - - (345,002) (345,002)
-------------------- ---------- -------------- -------------- ------------- ---------- ------------- ----------
Other comprehensive
expense for
the period - - - - - 4,405 4,405
At 30 June 2017 4,159,324 1,403,923 624,729 6,920,115 6,808,742 (19,619,124) 297,709
==================== ========== ============== ============== ============= ========== ============= ==========
Consolidated Statement of Changes in Equity
For the year ended 31 December 2017
For the year ended Reverse
31 December Share Share options acquisition Merger Retained
2017 capital Share premium reserve reserve reserve deficit Total
GBP GBP GBP GBP GBP GBP GBP
-------------------- ---------- -------------- -------------- ------------- ---------- ------------- ----------
At 1 January 2017 4,159,324 1,403,923 624,729 6,920,115 6,808,742 (19,278,527) 638,306
Loss for the year
from continuing
operations - - - - (621,571) (621,571)
-------------------- ---------- -------------- -------------- ------------- ---------- ------------- ----------
Other comprehensive
expense for
the period - - - - - 5,185 5,185
At 31 December 2017 4,159,324 1,403,923 624,729 6,920,115 6,808,742 (19,894,913) 21,920
==================== ========== ============== ============== ============= ========== ============= ==========
Notes to the Financial Information
1 Basis of preparation
The unaudited consolidated half-yearly financial information in this report has been prepared on the basis of the accounting policies expected to apply for the financial year to 31 December 2018 and in accordance with recognition and measurement principles of International Financial Reporting Standards (IFRSs) as endorsed by the European Union. The accounting policies applied in the preparation of this half-yearly financial information are consistent with those used in the financial statements for the year ended 31 December 2017 excluding those related to IFRS 9 (Financial Instruments) which introduces a new approach to how financial assets and liabilities are classified and an expected loss impairment model and IFRS 15 (Revenue from Contracts with Customers). Neither of the changes have materially affected the accounts for the period. This interim report has not been reviewed by the Group's auditors, and does not constitute statutory accounts within the meaning of the Companies Act 2006. The financial information for the six months ended 30 June 2017 and 30 June 2016 is not audited.
The financial information contained in this document does not include all of the information required for full annual financial statements and do not comply with all of the disclosures in IAS34 'Interim Financial Reporting'. Accordingly, whilst this financial information has been prepared in accordance with IFRS they cannot be construed as being in full compliance with IFRS.
The financial information for the year ended 31 December 2017 does not constitute the full statutory accounts for that period. The Annual Report and Accounts for 31 December 2017 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Accounts for 2017 was unqualified and did not include references to any matters which the auditors drew attention to by way of emphasis without qualifying their report and did not contain statements under Section 498(2) or 498(3) of the Companies Act 2006.
2 Segmental analysis
The chief operating decision maker has been identified as the Chief Executive Officer (CEO) of the Group. The chief operating decision maker is responsible for regularly assessing the performance of the Group's operating segments and performing the function of allocating resources. To assist the chief operating decision maker in this process, internally generated reporting is prepared for each operating segment.
The Group has two operating segments that it reports on. These operating segments are:
-- Transaction Services Revenues: This segment generates revenue from the processing of transactions on behalf of clients and is Mi-Pay Group plc's core business.
-- Professional Services Revenues: This segment generates revenue from the development, delivery and hosting of our platform and client solutions.
The CEO assesses the performance of the operating segments based on revenue and gross profit. The CEO uses these measures to assess performance because they are quick to analyse and directly relevant to evaluating the results of each segment. (1)
Both segments are continuing operations and results are as follows:
Operating Segments
Unaudited Unaudited Audited
Six months Six months Year
ended 30 ended 30 ended 31
June 2018 June 2017 Dec 2017
GBP GBP GBP
Payment Transaction Value Processed 50,216,383 45,385,844 93,982,712
Transaction Services Revenue 1,383,660 1,358,755 2,654,178
Professional Services Revenue 180,379 174,182 395,922
------------ ------------ -----------
Total revenue 1,564,039 1,532,937 3,050,100
Transaction services cost of
sales 557,853 505,367 975,309
Professional services cost of
sales 35,572 56,307 110,613
------------ ------------ -----------
Total cost of sales 593,425 561,674 1,085,922
Transaction services gross profit 825,807 853,388 1,678,869
Professional services gross
profit 144,807 117,875 285,309
------------ ------------ -----------
Total gross profit 970,614 971,263 1,964,178
============ ============ ===========
Transaction services gross profit 60% 63% 63%
Professional services gross
profit 80% 68% 72%
------------ ------------ -----------
Total gross profit 62% 63% 64%
============ ============ ===========
(1) There is no inter segment trading and assets and liabilities are not allocated to segments.
3 Exceptional items
The exceptional item recognised in the six-month period to 30 June 2017 and 12 month period to 31 December 2017 reflects costs that, in the opinion of the board of directors, are non-recurring as they relate to professional fees incurred on continued review of merger and acquisition opportunities.
4. Operating Loss
This is arrived at after charging / (crediting)
Unaudited Unaudited Audited
Six months Six months Year
ended 30 ended 30 ended
June 2018 June 2017 31 Dec
GBP GBP 2017
GBP
Expenses by nature
Staff costs - operating and
administration 269,370 488,056 873,414
Research and development (includes
staff costs) 285,521 156,505 578,816
Depreciation of property, plant
and equipment 55,571 60,182 97,229
Operating lease expense 15,978 13,593 32,722
Foreign exchange loss / (gain) (19,926) 19,576 56,026
Exceptional items - 71,717 71,758
Other administration expenses 510,050 506,689 875,700
------------ ------------ ----------
Total administrative expenses 1,116,564 1,316,318 2,585,665
============ ============ ==========
5 Staff costs
Unaudited Unaudited Audited
Six months Six months Year
ended 30 ended 30 ended
June 2018 June 2017 31 Dec
GBP GBP 2017
GBP
Staff costs (including Directors
compromise):
Wages and salaries 651,723 705,350 1,552,916
Defined contribution pension
cost 13,157 31,621 35,087
Social security contributions
and similar taxes 34,575 75,340 166,830
Total staff costs 699,455 812,311 1,754,833
============ ============ ==========
In the 12 month period to 31 December 2017 Wages and salaries included GBP157,500 accrued bonus in recognition for a reduction in salary. This was unpaid as at 31 December 2017 and was subsequently converted into Ordinary Shares, along with GBP42,500 of previously deferred salary on 1 March 2018. This was partly offset by the release of GBP108,333 of deferred salary previously accrued in relation to Seamus Keating which was forgone as at 31 December 2017
6 Loss per share
Unaudited Unaudited Audited
Six months Six months Year
ended 30 ended 30 ended 31
June 2018 June 2017 Dec 2017
GBP GBP GBP
----------------------------------- ------------ ------------ -----------
Loss for the year (145,764) (345,002) (621,314)
Weight-average shares outstanding
(number) 44,361,554 41,593,229 41,593,229
----------------------------------- ------------ ------------ -----------
Basic EPS (0.3)p (0.8)p (1.5)
Diluted EPS (0.3)p (0.8)p (1.5)
=================================== ============ ============ ===========
The numerators shown above represent the total loss from continuing operations for the period or year.
Since the Group was in a loss making position for all three periods presented, there was no difference between the weighted average number of shares used to calculate basic and diluted net loss per share.
7 Trade and other receivables
Unaudited Unaudited Audited
Six months Six months Year
ended 30 ended 30 ended
June 2018 June 2017 31 Dec
GBP GBP 2017
GBP
Trade receivables 89,460 81,657 88,796
Less: provision for impairment - - -
of trade receivables
------------ ------------ ----------
Trade receivables - net 89,460 81,657 88,796
Client receivables 981,041 699,295 938,546
Prepayments 114,120 114,534 75,924
Other receivables 145,522 47,730 35,011
------------ ------------ ----------
Total trade and other receivables 1,330,143 943,216 1,138,277
============ ============ ==========
8 Trade and other payables
Unaudited Unaudited Audited
Six months Six months Year
ended 30 ended 30 ended 31
June 2018 June 2017 Dec 2017
GBP GBP GBP
Trade payables 228,155 291,107 196,420
Client payables 3,640,333 3,639,129 3,283,629
Accruals 321,968 347,187 263,450
Deferred income 19,763 20,138 27,866
Other payables - tax and social
security payments 65,949 40,239 74,300
Deferred directors' emoluments 149,269 327,001 413,417
Other Payables 68,705 69,007 67,731
------------ ------------ ----------
Total trade and other payables 4,494,142 4,733,808 4,326,813
============ ============ ==========
9 Share capital and premium
Number of Share Capital Share premium
shares GBP GBP
At 30 June 2017 41,593,229 4,159,324 1,403,923
At 31 December 2017 41,593,229 4,159,324 1,403,923
At 30 June 2018 45,734,277 4,573,429 1,480,791
On 1 March 2018 Mi-Pay placed 4,141,048 new ordinary shares of 10p nominal value each ('Placing Shares') at a placing price of 12.5p per share (the "Placing Price") (the 'Placing').
The Placing delivered:
1. Gross proceeds (before expenses) totalling GBP260,000, comprising of a GBP150,000 strategic investment by Huub Sparnaay (via his investment company No Blue Potato B.V), a GBP50,000 investment by Michael Dickerson and GBP60,000 investment by Helium Special Situations Fund Limited.
2. The conversion to Placing Shares of GBP257,631 deferred salaries previously accrued that had not been paid to Directors of Mi-Pay, which has the beneficial effect of reducing Mi-Pay's liabilities. This included GBP200,000 of previously accrued emoluments due to Michael Dickerson, GBP25,131 due to Allen Atwell and GBP32,000 due to Albion Capital.
The Placing Shares rank pari passu with the Group's existing ordinary shares of 10 pence each. The Placing Shares were admitted to trading on AIM on 6 March 2018.
Use of proceeds
The new cash of GBP260,000 will be invested in the Group's fraud management platform and used for general working capital, including to support (following a successful trial) a new long-term fraud services relationship with Alphacomm B.V.
Total voting rights
Following the issue of the Placing Shares, the number of Ordinary Shares in the Group in issue increases to 45,734,277. There are no ordinary shares held in treasury. Therefore, in accordance with the FCA's Disclosure and Transparency Rule 5.6.1, the Group confirms that following Admission, the total number of voting rights in the Group is 45,734,277.
10 Share Based Payment
The Group operates two equity-settled share-based remuneration (share options) schemes for employees: a United Kingdom tax authority approved EMI share options scheme and an unapproved share option scheme. The granting of options to employees in 2014 and 2018 was decided upon by the Group and no legal or constructive obligation exists to grant further options in future years.
On 28 February 2018, the Group issued options over a total of 3,750,000 Ordinary Shares (under the terms of the Group's existing share option scheme), with an exercise price of 13 pence per share. Existing share options over 3,763,425 Ordinary Shares with an exercise price of 41 pence have been cancelled, or forgone. As a result of cancellation of previously issued share options, the GBP624,729 of share option reserve as at 31 December 2017 was transferred to retained deficit during the period with no impact on the Consolidated Statement of Comprehensive Income for the six month period to 30 June 2018. No charge has been made to the Consolidate Statement of Comprehensive Income for the new issue during the period to 30 June 2018.
The vesting condition for employees awarded share options is to deliver 3 consecutive months of positive Earnings before Interest and Tax and that the individual remains an employee of the Group over the vesting period. The contractual life of the options is ten years and there are no cash settlement alternatives.
The movement in the number of share options in the 6 month period to 30 June 2018 is set out below.
Exercise price Number
(GBP)
30/6/18 Period ended
30/6/18
Brought forward at 1 January 0.41 3,763,425
Lapsed/surrendered during
the period (0.41) (3,763,425)
Granted during the period 0.13 3,750,000
Carried forward at 30 June
2018 0.13 3,750,000
Exercisable at 30 June 2018 - -
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR USARRWOAKUUR
(END) Dow Jones Newswires
September 25, 2018 02:02 ET (06:02 GMT)
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