LEI:
213800HU63CWV5J8YK95
5
September 2024
W.A.G payment solutions plc
("Eurowag" or the "Group")
Interim results for the six
months ended 30 June 2024
Strong growth, on-track for
Q4 phased rollout of integrated platform
W.A.G payment solutions plc
("Eurowag" or the "Group"), today announces its interim results for
the six-month period ended 30 June 2024.
H1 financial
highlights
Continued strong growth from our business-critical products
and services
·
Total net revenue1 +18.4% to €141.0m
(H1 2023: €119.1m).
- Payment solutions revenue1 +10.2% to €79.8m,
supported by growth from toll revenues and 11.8% growth in active
payment solutions trucks .
- Mobility solutions revenue1 +31.3% to €61.3m, as a
result of the annualisation of Inelo and continued growth across
all our products.
· Adjusted EBITDA1 +18.2% to €59.4m (H1 2023:
€50.2m), with a margin1 of 42.1% (H1 2023:
42.2%).
· Adjusted profit before tax1 €21.6m (H1 2023:
€25.3m). Statutory profit before tax of €4.2m (H1 2023: €8.5m), a
result of higher amortisation from acquired intangibles and
interest costs relating to increased leverage, as well as higher
depreciation as a result of our transformational capital
expenditure programme, which is now complete.
· Capital
expenditure spend of €20.5m (H1 2023: €24.7m), including the final
€3.0m from our transformational programme.
· Net debt1 position of €302.4m (FY 2023: €316.8m);
a marked improvement with Net leverage2 at 2.6x.
Renegotiated credit facilities; extended maturity to 2029 reducing
annual amortisation payments and extended revolving facility.
Early adopters already onboarded; on-track for phased rollout
of industry-first integrated platform in Q4 2024
· New
platform unifies all Eurowag brands and services into a single data
ecosystem, providing a one-stop-shop to deliver increased growth
and efficiencies for customers.
· Early
adopters already onboarded; phased migration of existing customers
onto the Eurowag Office application for live-user testing. The
platform will be ready for new customers in Q4 2024.
Outlook
·
While the Board is mindful of macroeconomic
challenges across the industry, Eurowag is well positioned and
trading in-line with the Board's expectations.
· Furthermore, the Board remains confident in the value
creation from the new integrated platform and therefore our
medium-term guidance remains unchanged.
Martin Vohánka, Founder and CEO,
commented:
"We continue to deliver strong double-digit growth, despite
the economic headwinds impacting the Commercial Road Transport
("CRT") industry across Europe. Our resolute focus on providing
mission-critical products to our customers has allowed us to create
a highly resilient business model, giving us the capacity to
enhance our services, scale and innovate.
I am pleased with our strong performance and progress in the
first half of 2024, having successfully integrated certain
functions of our recently acquired businesses - bringing together
new colleagues and teams - and laid the groundwork for the phased
rollout of our industry's first integrated digital platform in Q4
this year.
The new digital one-stop-shop will be transformational. For
the first time, the industry will have access to a single
data-driven ecosystem, solving the complexity and fragmentation
challenge that has held the sector back for far too long. For us,
the new platform will deepen customer relationships and unlock
further opportunities, and this gives me real confidence in our
near and medium term guidance."
H1 financials
|
Key statutory financials
|
H1 2024
|
H1 2023
|
YoY growth
(%)
|
|
Revenue from contracts with
customers (€m)
|
1,149.7
|
1,017.6
|
13.0%
|
|
Profit before tax (€m)
|
4.2
|
8.5
|
(50.6)%
|
|
Basic EPS (cents/share)
|
0.35
|
0.76
|
(53.9)%
|
|
Alternative performance measures
1
|
H1 2024
|
H1 2023
|
YoY growth
(%)
|
|
Net revenue (€m)
|
141.0
|
119.1
|
18.4%
|
|
Payment
solutions revenue (€m)
|
79.8
|
72.4
|
10.2%
|
|
Mobility
solutions revenue (€m)
|
61.3
|
46.7
|
31.3%
|
|
Adjusted EBITDA (€m)
|
59.4
|
50.2
|
18.2%
|
|
Adjusted EBITDA margin
(%)
|
42.1%
|
42.2%
|
(0.1)pp
|
|
Adjusted basic EPS
(cents/share)
|
2.51
|
2.90
|
(13.4)%
|
H1 operational
highlights
|
|
H1 2024
|
H1 2023
|
YoY growth
(%)
|
|
Average active payment solutions
customers3
|
19,723
|
18,053
|
9.3%
|
|
Average active payment solutions
trucks3
|
102,667
|
91,864
|
11.8%
|
|
Payment solutions
transactions4
|
22.4m
|
18.4m
|
21.5%
|
Notes:
1. Please refer to the
section Alternative Performance Measures for a definition and see
Note 6 of the condensed interim financial statements.
2. Net
debt includes lease liabilities and derivative liabilities.
3. An active
customer or truck is defined as using the Group's payment solutions
products at least once in a given month.
4. Number of payment
solutions transactions represents the number of payment solutions
transactions (fuel and toll transactions) processed by the Group
for customers in that period.
Outlook,
near and medium-term guidance unchanged
Eurowag continues to see pressures
in the CRT industry, impacting loads and kilometres driven which
places higher pressures on the financial stability of smaller
businesses, evidenced by a higher rate of insolvencies across some
of our markets. Looking ahead, we are starting to see some signs of
economic recovery with the load spot market improving, which will
benefit small to medium size trucking companies with increased
revenues and cash flows. These early indications in the load spot
market gives us confidence in delivering in-line with near-term
expectations.
With our transformational capital
expenditure programme completed, we still expect our ordinary capex
to move to around 10% of net revenues. As a result of several
deferred consideration payments of circa €35m from past
acquisitions to payout in FY 2024, we expect our net debt to
adjusted EBITDA to be moderately above our target range of 1.5x
-2.5x, with a priority to return within the range in FY
2025.
The delivery of our platform
underpins the Group's confidence in delivering mid-teens net
revenue growth in the near and medium-term. With further
integration work still to take place in respect of recent
acquisitions, Adjusted EBITDA margins are expected to grow over the
medium-term. The Board is confident in delivering strong growth
in-line with expectations, and medium-term financial guidance
remains unchanged.
Investor and
analyst presentation today
Martin Vohánka (CEO) and Oskar
Zahn (CFO) will host a virtual presentation and a Q&A session
for investors and analysts today, 05 September 2024, at 9.00am BST.
The presentation and webcast details are available on the Group's
website at https://investors.eurowag.com
Please register to attend the
investor presentation via the following link:
https://sparklive.lseg.com/WAGPAYMENTSOLUTIONS/events/7ecd3467-86d9-4cc9-9403-3534849bd8b0/eurowag-2024-half-year-results-announcement-w-a-g-payments-solutions-plc
To view the webcast, you will need to register
with SparkLive, which should only take a
moment.
Should you want to ask questions
at the end of the presentation, please use the following
link:
https://eurowag-2024-half-year-results-announcement-september2024.open-exchange.net/registration
ENQUIRIES
Eurowag
Carla Bloom
VP Investor Relations and Communications
+44 (0) 789 109 4542
investors@eurowag.com
Sodali & Co
Justin Griffiths, Gilly
Lock
IR and international media
+44 (0)20 7250 1446
eurowag@sodali.com
About Eurowag
Eurowag was founded in 1995 and is
a leading technology company and an important partner to
Europe's CRT industry, with a
purpose to make it clean, fair and efficient. Eurowag enables
trucking companies to successfully transition to a low carbon,
digital future by harnessing all mission critical data, insights
and payment and financing transactions into a single ecosystem and
connects their operations seamless before a journey, on the road
and post-delivery. https://investors.eurowag.com
Chief Executive Officer's Review
The first half of 2024 has been a
dynamic period for the European CRT industry, marked by regulatory
changes, persisting macroeconomic volatility, including fluctuating
fuel prices, and a continued shift towards
digitalisation.
We have remained focused on our
strategic priorities, with significant progress made in each area,
as we prepare for the phased rollout of our digital platform in Q4
2024. Progress in the first half of the year includes:
1) Be in every truck (attract)
•
11.8% increase in the number of active payment
solutions trucks, to 102,667.
• Launched Eurowag
Prime - a collection of 70 strategically placed fuel stations along
the major transit corridors in 16 countries, that offer optimised
prices, superior service standards and infrastructure.
• Launched sales
omnichannel pilot in Poland, end-to-end digital sales and
onboarding process with a bundled offer.
•
Investment in digital sales, growth in converted
digital leads +37% year on year.
2) Drive customer centricity (engage)
•
Eurowag app evolving as part of the new platform,
monthly active users +12% to c.36k (FY 2023: c.32k)
•
Increased the number of mobile acceptance points
to 1,500 (FY 2023: 800).
3) Grow core services (monetise)
•
Total number of acceptance points now 13,900 (FY
2023: 13,000), in 23 countries.
•
Received European Electronic Toll System ("EETS")
certification in Slovakia, and we are now certified in 11 countries
across Europe. Toll domains ordered on EVA tripled compared to H1
2023.
•
Year-on-year more than doubled the number of OBU
devices sold.
• Continued
development of Decarbonisation-as-a-Service ("DaaS"), established
the first HVO corridor in Central and Eastern Europe, connecting
Austria, Slovakia and Czech Republic.
•
Became the first eMobility Service Provider for
the CRT sector.
4) Expand platform capability (retain)
•
Ongoing implementation of ERP system with next
phase focussing on billing.
•
E-wallet development continued, on track to
launch in FY 2024.
• Development
of our new digital integrated platform on track, with groups of
users already migrated; on track for the phased rollout to new
customers in Q4 2024.
Integration and transformation of our core products and
services
Eurowag has been focused on
growing both organically and inorganically and is currently
navigating through a heavy transformation phase. After starting out
as a local fuel card provider, it is now close to delivering an
industry-first integrated digital platform.
Before the phased rollout of the
digital platform to new customers, we are starting to migrate
existing customers onto the platform so we can pilot and test their
user experience. The RoadLords users were the first customers to be
migrated to the new application, with around 200,000 monthly active
users already migrated, and we are currently focused on migrating
our Eurowag Fleet Management solution and Eurowag Fuel card users,
of which around 7,000 Fleet Management users are already migrated.
Migrated customers will benefit from new functionalities and user
dashboards. We are still on track to offer new customers access to
the platform in Q4 this year.
Alongside working on the digital
platform delivery, we continue to expand and improve our core suite
of products. In the first half of the year, we expanded our
acceptance network to 13,900 points, compared to 13,000 at the end
of 2023, of which over 700 in our HVO and LNG networks, supporting
our sustainability action plan to improve our customers' access to
non-fossil fuel. Our mobile payments application is now available
at around 1,500 acceptance points across Europe, almost doubling
the acceptance points in the first half of the year.
When it comes to toll services, following the
successful activation of EETS in Slovakia at the beginning of the
year, we saw the number of toll domains ordered through our EVA
device triple. We have also added new functionalities, where users
can now transfer an OBU between vehicles, improving customer
experience. From the beginning of July, Germany has extended toll
duty for all vehicles weighting over 3.5 tonnes (as opposed to 7.5
tonnes previously). Together with the new toll regulation in
Hungary, which applies toll duty to buses and coaches over 3.5
tonnes, this opens a whole new segment of vehicles to the market
and represents a significant revenue opportunity.
People and Board
The Board continue to evolve to
reflect the Group's strategy, in particular with focus on
supporting the development of the integrated platform. During the
period, the appointments of Kevin Li Ying and Sophie Krishnan as
non-executive directors were announced, effective from 1 March
2024. In conjunction, Susan Hooper retired from the Board at the
conclusion of the AGM. The Group would like to thank Susan for all
her commitment and contribution since the Group's IPO.
Furthermore, as the Group
progresses into the next phase of its integrated platform phased
rollout, it also seeks to strengthen its Executive team to ensure
it has the right mix of skills and capabilities to deliver its
ambitions. In June, the Group made two new appointments: Felipe
Alves joined us as Chief Operating Officer, overseeing all aspects
of customer operations, and Francesco Nazzarri joined us as Chief
Commercial Officer.
Sustainability and decarbonisation
In the first half of 2024, we have
continued to work on our sustainability action plan, which focuses
on climate action, customer success and wellbeing, community impact
and responsible business.
As we continue to explore
opportunities and partnerships in eMobility, we have become the
first eMobility Service Provider for the CRT sector, in
collaboration with Last Mile Solutions, the largest eMobility
platform in Europe.
Our LNG network has expanded to
over 420 stations, of which c.12% offer bioLNG. Our HVO acceptance
network has expanded to over 310 locations in the Europe (including
our own truck parks in Austria, Slovakia and the Czech Republic),
helping to establish the first HVO corridor in Central and Eastern
Europe, with 48% of HVO sales volumes coming from our own truck
parks. The volume of LNG sold in the first half of 2024 has more
than doubled, compared to the first six months of 2023.
Financial
review
The Group continued to excel in
the first half, with growth delivered both organically and from the
acquisition made in 2023, demonstrating the strength in its
strategic and financial transformations. The Group achieved
net revenue growth of 18.4%, with payment solutions up 10.2% and
mobility solutions up 31.3%.
Our Adjusted EBITDA increased by
18.2% to €59.4m (H1 2023: €50.2m), in-line with revenue growth. On
a like-for-like basis, if you include the annualisation of Inelo of
€4.4m and exclude the €6.0m FX forward gain last year and the
commercial settlement this year of €2.2m, EBITDA grew by 17.6%. The
Adjusted EBITDA margin decreased slightly to 42.1% from 42.2%.
Despite strong growth in revenues and higher than expected credit
losses, we were able to manage our operating costs to keep margins
stable year-on-year.
On a statutory basis, profit
before tax decreased by 50.6% year-on-year to €4.2m (H1 2023:
€8.5m), mainly as a result of higher depreciation, amortisation and
interest. Basic EPS decreased by 53.9% to 0.35 cents per share (H1
2022: 0.76 cents). Adjusted basic EPS decreased year-on-year to
2.51 cents per share (H1 2023: 2.90 cents) driven by lower profit
before tax.
The Group's term debt and
committed facility, including a multi-currency syndicated revolving
credit facility, was amended in the period, now expiring March
2029, with a change to the amortisation but with no change to the
related covenants. Net debt at the end of the reporting period was
€302.4m (FY 2023: €316.8m). Our net leverage ratio improved to 2.6x
net debt to adjusted EBITDA.
In the first half of 2024,
investments in our subsidiaries, associates, and financial
investments amounted to €8.2m, which consists of deferred
acquisition payments for WebEye (€5.0m), deferred acquisition
payments for Aldobec (€0.7m) and an acquisition of non-controlling
interest within Inelo (€2.5m).
Performance
review
Below is a summary of the
segmental performance and explanatory notes relating to corporate
expenses, adjusting items, taxation, interest, investments and cash
flow generation. As in prior years, adjusted and other
performance measures are used in this announcement to describe the
Group's results. Adjustments are items included within our
statutory results that are deemed by the Board to be unusual by
virtue of their size and/or nature. Our adjusted measures are
calculated by removing such adjustments from our statutory results.
Note 6 of the condensed interim financial statements includes
reconciliations.
Segments
|
|
H1 2024
(€m)
|
H1 2023
(€m)
|
YoY
(€m)
|
YoY
change
(%)
|
|
Gross revenue
|
1,149.7
|
1,017.6
|
132.1
|
13.0%
|
|
Payment solutions
|
1,088.4
|
970.9
|
117.5
|
12.1%
|
|
Mobility
solutions
|
61.3
|
46.7
|
14.6
|
31.3%
|
|
Net revenue
|
141.0
|
119.1
|
21.9
|
18.4%
|
|
Payment solutions
|
79.8
|
72.4
|
7.4
|
10.2%
|
|
Mobility
solutions
|
61.3
|
46.7
|
14.6
|
31.3%
|
|
Expenses included in
Contribution
|
33.9
|
26.4
|
7.5
|
28.4%
|
|
Contribution total1
|
107.1
|
92.6
|
14.5
|
15.7%
|
|
Payment solutions
|
65.1
|
61.0
|
4.1
|
6.8%
|
|
Mobility
solutions
|
42.0
|
31.6
|
10.4
|
32.9%
|
|
Contribution margin
total1
|
76%
|
78%
|
|
|
|
Payment solutions
|
82%
|
84%
|
|
|
|
Mobility
solutions
|
69%
|
68%
|
|
|
Note:
1. Please refer to
the section Alternative Performance Measures for a definition and
see Note 6 of the condensed interim financial
statements.
The Group's gross revenues
increased by 13.0% year-on-year to €1,149.7m, driven mainly by
higher average energy prices (a corresponding increase was
reported for costs of energy sold).
The Group delivered double-digit
net revenue growth and strong contribution margins in both
segments. The overall net revenue increased by 18.4% year-on-year,
which includes €25.7m contribution from Inelo.
Payment solutions net revenue grew
by 10.2% year-on-year. This increase reflects strong growth in Toll
revenues as a result of new CO2 charges in Germany and
Austria, as well as strong EVA sales and double-digit growth in new
truck acquisitions, although the growth is partially offset by
lower energy unit prices compared to prior year.
Mobility solutions net revenue
grew by 31.3% year-on-year. This strong growth is the result of
effective cross-selling, Inelo consolidation, and strong growth in
tax refund and transport management system.
Total contribution increased by
€14.5m to €107.1m (H1 2023: €92.6m), driven by higher net revenues,
although increased expenses particularly from credit losses,
reduced the contribution margin performance by 2pp to 76%. (H1
2023: 78%).
Corporate
expenses
Statutory operating expenses
increased by €17.2m to €121.7m (H1 2023: €104.5m), largely due to
increased depreciation and amortisation and higher impairment
losses of financial assets, with further details provided later on
in this Financial review.
|
|
Adjusted
(€m)
|
Adjusting items
(€m)
|
H1 2024
(€m)
|
Adjusted
(€m)
|
Adjusting items
(€m)
|
H1 2023
(€m)
|
|
Employee expenses
|
44.0
|
2.4
|
46.4
|
41.6
|
4.8
|
46.4
|
|
Impairment losses of financial
assets
|
7.8
|
0.0
|
7.8
|
4.2
|
0.0
|
4.2
|
|
Technology expenses
|
7.3
|
2.6
|
9.9
|
6.8
|
1.9
|
8.7
|
|
Other operating
expenses
|
25.6
|
2.4
|
28.0
|
23.1
|
3.3
|
26.4
|
|
Other operating income
|
(3.1)
|
0.0
|
(3.1)
|
(6.8)
|
0.0
|
(6.8)
|
|
Total operating
expenses
|
81.6
|
7.4
|
89.0
|
68.9
|
10.0
|
78.9
|
|
Depreciation and
amortisation
|
22.7
|
10.0
|
32.7
|
18.9
|
6.8
|
25.7
|
|
Total
|
104.3
|
17.4
|
121.7
|
87.7
|
16.8
|
104.5
|
Adjusted Total operating expenses
increased by €12.7m to €81.6m, of which €5.2m related to the
annualisation of Inelo. The increase comprised mainly of the
following:
Adjusted employee expenses
increased by 5.8% year-on-year to €44.0m. This growth was driven by
salary increases communicated at the start of the year, as well as
hiring the right people to support the business through the next
phase of our transformation.
Impairment losses of financial
assets amounted to €7.8m (H1 2023: €4.2m). The additional charge
relates to higher than expected credit losses arising in markets
such as Poland, Romania, Hungary and Portugal, where a high number
of insolvencies have been observed across the transport industry,
in particular with small and medium-sized providers. As a
consequence, the Group saw its overall credit loss ratio increase
slightly to 0.4% from 0.3%. Nevertheless, the Group's overall
receivables portfolio and cash collection process remains
robust.
Adjusted technology expenses
increased by 8.9% year-on-year to €7.3m (H1 2023: €6.8m). This
increase reflects the Group's focus on technology transformation
and cloud transition.
Adjusted other operating expenses,
comprising consultancy, facilities maintenance and cost of services
provided, increased by 10.8% year-on-year to €25.6m (H1 2023:
€23.1m), mainly due to the Inelo acquisition.
Other operating income decreased
by 54.2% year-on-year to €3.1m (H1 2023: €6.8m); last year's
balance included a favourable FX forward gain of €6.0m, while this
year's balance of €3.1m relates mainly to a legal settlement of a
dispute following an acquisition.
Adjusted depreciation and
amortisation grew by 19.6% year-on-year to €22.7m (H1 2023:
€18.9m), primarily due to the amortisation of acquired assets of
Inelo.
Adjusting items
In H1 2024, the Group incurred
costs of €17.4m (H1 2023: €16.8m), which were considered to be
Adjusting items and have therefore been excluded when calculating
Adjusted EBITDA and Adjusted profit before tax. These are
summarised below:
|
|
H1 2024
(€m)
|
H1 2023
(€m)
|
|
M&A related
expenses
|
2.2
|
2.7
|
|
ERP implementation and integration
expenses
|
3.0
|
-
|
|
Strategic transformation
expenses
|
-
|
3.6
|
|
Share-based
compensation
|
2.2
|
3.7
|
|
Adjusting items in operating expenses
|
7.4
|
10.0
|
|
Adjusting Items in depreciation and
amortisation
|
10.0
|
6.8
|
|
Total Adjusting items
|
17.4
|
16.8
|
|
|
|
|
The Group has incurred acquisition
related costs which are primarily professional fees of €2.2m (H1
2023: €2.7m) in
relation to M&A activities, predominantly the Inelo
acquisition.
ERP implementation and integration
expenses are costs relating to key IT systems and the integration
of Inelo. Around €2.8m is related to the implementation of our
ERP system, which successfully went live in January 2024. A further
€12-16m expense is anticipated until the end of 2026. Integration
costs of €0.2m were incurred in H1 2024
and approximately €1m is expected to be adjusted in
2024.
Expenses are no longer categorised
as Strategic transformation expenses, as the Group considers the
transformational programme was concluded at the end of
2023.
Share-based compensation primarily
relates to compensation provided to previous management, prior to
the IPO. These legacy incentives comprise a combination of cash and
share-based payments and will vest during this year. No
further share-based compensation adjusting expenses are expected in
the future. For clarity, post-IPO share-based payment charges are
not treated as Adjusting items.
Amortisation charges of €10.0m
relate to the amortisation of acquired intangibles in H1 2024 (H1
2023: €6.8m); the significant increase is due to the annualization
of Inelo.
Net finance
expense
Net finance expense in the first
half of 2024 amounted to €14.8m (H1 2023: €5.7m). The increase
mainly reflects higher interest costs related to increased
borrowings as well as higher factoring fees related to higher
average utilisation throughout the year.
Taxation
The Group's adjusted effective tax
rate increased to H1 2024: 19.6% (H1 2023: 18.3%) in-line with
expectation, as a result of the increased rates in key tax regimes
in which the Group operates and lower statutory profitability.
Corporate income tax in the Czech Republic increased from 19% in
2023 to 21% in 2024, in the UK the rate increased from 23% in 2023
to 25% in 2024, and in Slovenia the rate increased from 19% in 2023
to 22% in 2024, while in Spain the rate remains at 24%. Further
details can be found in Note 6 of the condensed interim financial
statements.
EPS
Adjusted basic EPS decreased by
13.4% to 2.51 cents per share (H1 2023: 2.90). Despite achieving an
increased EBITDA, higher depreciation and amortisation together
with increased finance expenses led to an overall
decrease. Basic EPS for the first half of 2024 was 0.35 cents
per share, a 53.9% year-on-year decrease.
Pay-out of deferred consideration and
acquisition of
non-controlling interests
In H1 2024, the Group paid deferred
acquisition considerations of €5.7m and acquired non-controlling
interests for a consideration of €2.5m. Refer to Note 13 of the
condensed interim financial statements.
Cash
performance
During the period, the Group
reported a cash inflow of €14.4m (H1 2023: outflow of €303.7m). The
basis of deriving this net debt movement is set out
below:
|
Management free cash
flow
|
H1
2024
(€m)
|
FY
2023
(€m)
|
H1
2023
(€m)
|
|
Adjusted EBITDA
|
59.4
|
108.7
|
50.2
|
|
Non-cash items
in Adjusted EBITDA
|
8.9
|
10.6
|
6.2
|
|
Tax
|
(6.8)
|
(9.3)
|
(4.0)
|
|
Net
interest
|
(11.4)
|
(17.2)
|
(7.4)
|
|
Working
capital
|
(0.1)
|
(44.4)
|
(36.0)
|
|
Free cash
|
50.0
|
48.4
|
9.0
|
|
Adjusting
items - cash
|
(3.2)
|
(18.0)
|
(7.4)
|
|
Capital
expenditure1
|
(19.5)
|
(48.5)
|
(23.6)
|
|
Payments
related to previous acquisitions
|
(8.2)
|
(297.7)
|
(279.0)
|
|
Repayment
of lease obligations
|
(2.5)
|
(5.4)
|
(2.4)
|
|
Other
|
(2.2)
|
1.5
|
(0.4)
|
|
Movement in Net debt inflow / (outflow)
|
14.4
|
(319.6)
|
(303.7)
|
|
Opening net debt / cash2
|
(316.8)
|
2.8
|
2.8
|
|
Closing net debt / cash2
|
(302.4)
|
(316.8)
|
(300.9)
|
Note:
1.
Includes proceeds from sale of assets.
2.
Excludes lease and derivative liabilities.
As at 30 June 2024, the Group's
net debt position stood at €302.4m, compared with €300.9m as at 30
June 2023.
Tax paid increased to €6.8m (H1
2023: €4.0m), primarily impacted by higher H1 2024 tax advances in
the Czech Republic (€0.5m) and higher tax payments in Hungary
(€0.5m). A refund of overpaid tax in Spain in H1 2023 (€1.1m) also
decreased the comparative figure.
Interest paid increased to €11.4m
(H1 2023: €7.4m), driven by a higher level of borrowings in the
first half of 2024 as a result of the Inelo acquisition in Q1
2023.
Non-cash items in Adjusted EBITDA
primarily include the add back of share awards issued post IPO and
provision movements relating to credit losses of €7.8m (H1 2023:
€4.2m).
Net working capital increased by
€0.1m (H1 2023: €36.0m) reflecting relatively flat inventory levels
and offsetting increases in both trade receivables and
payables.
Adjusting items of €3.2m consists
predominantly of the ERP implementation costs and Other items
mainly relates to bank guarantee and factoring fees.
Capital
expenditure
Capital expenditure in the first
half of 2024 amounted to €20.5m (H1 2023: €24.7m), which included
€3m of spend, completing the transformational programme. Net
capital expenditure of €19.5m (H1 2023: €23.6m) included proceeds
from the sale of equipment of €1.0m (H1 2023: €1.1m). €6.3m of this
capital investment focused on maintaining and enhancing existing
products. A further €8.8m is represented by the development and
implementation of technology and data systems, including the
development of our new Eurowag Office. The target remains to reduce
capex spend to around 10 per cent of net revenue
through the transition to a single technology
platform, and reducing duplications across IT, hardware, and
technology processes over time.
Alternative performance
measures
The Group has identified certain
Alternative Performance Measures ("APMs") that it believes provide
additional useful information to the readers of the condensed
interim financial statements and enhance the understanding of the
Group's performance. These APMs are not defined within IFRS and are
not considered to be a substitute for, or superior to, IFRS
measures. These APMs may not be necessarily comparable to similarly
titled measures used by other companies. Directors and management
use these APMs alongside IFRS measures when budgeting and planning,
and when reviewing business performance. Executive management bonus
targets include an adjusted EBITDA measure and long-term incentive
plans include an adjusted basic EPS measure.
|
|
Adjusted
(€m)
|
Adjusting
items
(€m)
|
H1 2024
(€m)
|
Adjusted
(€m)
|
Adjusting
Items
(€m)
|
H1 2023
(€m)
|
|
Net revenue
|
141.0
|
0.0
|
141.0
|
119.1
|
0.0
|
119.1
|
|
EBITDA
|
59.4
|
7.4
|
52.0
|
50.2
|
10.0
|
40.2
|
|
EBITDA margin (%)
|
42.1%
|
5.2%
|
36.9%
|
42.1%
|
8.4%
|
33.7%
|
|
Depreciation, amortisation and
impairments
|
22.7
|
10.0
|
32.7
|
18.9
|
6.8
|
25.7
|
|
Operating profit
|
36.7
|
17.4
|
19.3
|
31.1
|
16.8
|
14.5
|
|
Finance income
|
1.9
|
0.0
|
1.9
|
5.3
|
0.0
|
5.3
|
|
Finance costs and share of net
loss of associates
|
(17.0)
|
0.0
|
(17.0)
|
(11.3)
|
0.0
|
(11.3)
|
|
Profit before tax
|
21.6
|
17.4
|
4.2
|
(8.3)
|
16.8
|
8.5
|
|
Income tax
|
(4.2)
|
(2.5)
|
(1.7)
|
(4.6)
|
(1.7)
|
(2.9)
|
|
Profit after tax
|
17.4
|
14.9
|
2.5
|
20.7
|
15.1
|
5.6
|
|
Basic earnings per share
(cents)
|
2.51
|
2.16
|
0.35
|
2.90
|
2.14
|
0.76
|
APMs are reconciled to the
statutory equivalent, where applicable, in Note 6 of the
accompanying condensed interim financial statements.
Capital
allocation
Our priority continues to focus
around investment in the platform together with integrating the
technologies and products of our acquired businesses. We expect to
reduce duplications across IT, hardware,
and technology processes. M&A is
important and we will continue to consider value-accretive M&A
opportunities, however we are mindful of our current leverage
position. We remain disciplined and want to maintain our strong and
robust balance sheet, therefore the Group does not intend to pay
dividends, as we continue to prioritise investment in
growth.
Financing facility and
covenants
On 14 March 2024, the Group signed
an amendment to the Club Finance facility, which increased the
share of revolving loans within the uncommitted incremental
facility up to €40 million (previously up to €25 million). The total amount of
uncommitted incremental facility remains unchanged. The amendment
also removed the requirement to calculate the interest cover
covenant for the six months ended 30 June 2024.
On 6 June 2024, the Group signed
another amendment to the Club Finance facility, which changed the
maturity date to 31 March 2029 and decreased quarterly
instalments.
|
Covenant
|
Calculation
|
Target
|
Actual
30 June
2024
|
|
Interest cover
|
the ratio of Adjusted EBITDA to
finance charges
|
Min 4.00
|
n/a1
|
|
Net leverage
|
the ratio of total net debt to
Adjusted EBITDA
|
Max 3.752
|
2.64
|
|
Adjusted net leverage
|
the ratio of the adjusted total
net debt to Adjusted EBITDA
|
Max 6.50
|
4.12
|
1.
The Group is not required to report on the Interest cover covenant
as at 30 June 2024.
2.
The covenant shall not exceed 3.75 in 2024 and 3.50 in 2025 and
onwards.
The Group also manages its working
capital needs through the use of uncommitted factoring facilities,
with average financing limits of €138.7m and average utilisation of
74.0% (H1 2023: €124.1m and 71.8% respectively). This demonstrates
the Group's proactive approach to maintaining a strong financial
position, and its ability to optimise working capital.
Directors' responsibility
statement
We confirm that to the best of our
knowledge: The unaudited condensed consolidated financial
statements have been prepared in accordance with UK-adopted IAS 34
Interim Financial Reporting.
The interim management report
includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure
Guidance and Transparency Rules, being an indication of important
events that have occurred during the first six months of the
financial year and their impact on the condensed set of financial
statements; and
(b) DTR 4.2.8R of the Disclosure
Guidance and Transparency Rules, being related party transactions
that have taken place in the first six months of the current
financial year and that have materially affected the financial
position or performance of the entity during that period; and any
changes in the related party transactions described in the last
annual report in the Financial statements dated 26 March 2024 that
could do so.
On behalf of the Board of
Directors,
Martin Vohánka
Chief Executive Officer
Financial statements
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
(EUR '000)
|
|
Notes
|
For the six months ended 30
June
|
|
|
2024
(unaudited)
|
2023
(unaudited)
|
|
Revenue from contracts with customers
|
5
|
1,149,705
|
1,017,586
|
|
Costs of energy sold
|
|
(1,008,674)
|
(898,503)
|
|
Net energy and services sales
|
5
|
141,031
|
119,083
|
|
|
|
|
|
|
Other operating income
|
9
|
3,117
|
6,781
|
|
Employee expenses
|
|
(46,400)
|
(46,423)
|
|
Impairment losses of financial
assets
|
|
(7,793)
|
(4,171)
|
|
Technology expenses
|
|
(9,942)
|
(8,680)
|
|
Other operating
expenses
|
|
(28,006)
|
(26,374)
|
|
Operating profit before depreciation and amortisation
(EBITDA)
|
|
52,007
|
40,216
|
|
Analysed as:
|
|
|
|
|
Adjusting items
|
6
|
7,358
|
10,025
|
|
Adjusted EBITDA
|
6
|
59,365
|
50,241
|
|
|
|
|
|
|
Depreciation and
amortisation
|
6
|
(32,667)
|
(25,708)
|
|
Operating profit
|
|
19,339
|
14,508
|
|
Finance income
|
8
|
1,887
|
5,262
|
|
Finance costs
|
7
|
(16,694)
|
(10,960)
|
|
Share of net loss of
associates
|
|
(284)
|
(298)
|
|
Profit before tax
|
|
4,249
|
8,512
|
|
Income tax expense
|
|
(1,733)
|
(2,914)
|
|
PROFIT FOR THE YEAR
|
|
2,516
|
5,597
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
Other comprehensive income to be reclassified to profit or
loss in subsequent periods
|
|
|
|
|
Change in fair value of cash flow
hedge recognised in equity
|
|
(148)
|
(92)
|
|
Exchange differences on
translation of foreign operations
|
|
(361)
|
2,390
|
|
Deferred tax related to other
comprehensive income
|
|
(166)
|
-
|
|
TOTAL OTHER COMPREHENSIVE INCOME
|
|
(675)
|
2,298
|
|
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
|
|
1,841
|
7,895
|
|
Total profit for the financial
year attributable to equity holders of the Company
|
|
2,425
|
5,245
|
|
Total profit for the financial
year attributable to non-controlling interests
|
|
92
|
353
|
|
Total comprehensive income for the
financial year attributable to equity holders of the
Company
|
|
1,749
|
7,538
|
|
Total comprehensive income for the
financial year attributable to non-controlling interests
|
|
93
|
357
|
|
|
|
|
|
|
Earnings per share (in cents per share):
|
|
|
|
|
Basic earnings per
share
|
11
|
0.35
|
0.76
|
|
Diluted earnings per
share
|
11
|
0.35
|
0.76
|
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
(EUR '000)
|
|
Notes
|
As at
|
|
30 June 2024
(unaudited)
|
31 December
2023
|
|
ASSETS
|
|
|
|
Non-current assets
|
|
|
|
|
Intangible assets
|
14
|
524,847
|
532,404
|
|
Property, plant and
equipment
|
14
|
53,530
|
55,760
|
|
Right-of-use assets
|
|
19,630
|
22,226
|
|
Investments in
associates
|
|
11,435
|
11,719
|
|
Deferred tax assets
|
|
9,114
|
9,564
|
|
Other non-current
assets
|
|
6,080
|
4,845
|
|
Total non-current assets
|
|
624,636
|
636,518
|
|
Current assets
|
|
|
|
|
Inventories
|
|
14,816
|
14,903
|
|
Trade and other
receivables
|
15
|
460,040
|
396,943
|
|
Income tax receivables
|
|
4,832
|
2,205
|
|
Derivative assets
|
12
|
1,830
|
3,425
|
|
Cash and cash
equivalents
|
|
96,409
|
90,343
|
|
Total current assets
|
|
577,927
|
507,819
|
|
TOTAL ASSETS
|
|
1,202,563
|
1,144,337
|
|
SHAREHOLDERS' EQUITY AND LIABILITIES
|
|
|
|
|
Share capital
|
|
8,120
|
8,113
|
|
Share premium
|
|
2,958
|
2,958
|
|
Merger reserve
|
|
(25,963)
|
(25,963)
|
|
Other reserves
|
|
3,751
|
4,427
|
|
Business combinations equity
adjustment
|
|
(22,776)
|
(22,460)
|
|
Retained earnings
|
|
293,538
|
289,380
|
|
Equity attributable to equity holders of the
Company
|
|
259,628
|
256,455
|
|
Non-controlling
interests
|
|
5,459
|
6,381
|
|
Total equity
|
|
265,087
|
262,836
|
|
Non-current liabilities
|
|
|
|
|
Interest-bearing loans and
borrowings
|
17
|
286,760
|
293,822
|
|
Lease liabilities
|
|
14,332
|
17,417
|
|
Provisions
|
|
1,324
|
1,324
|
|
Deferred tax
liabilities
|
|
27,277
|
28,878
|
|
Derivative liabilities
|
12
|
858
|
3,140
|
|
Other non-current
liabilities
|
16
|
8,866
|
9,236
|
|
Total non-current liabilities
|
|
339,417
|
353,817
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
16
|
473,517
|
402,834
|
|
Interest-bearing loans and
borrowings
|
17
|
112,069
|
113,297
|
|
Lease liabilities
|
|
5,325
|
4,909
|
|
Provisions
|
|
2,793
|
2,529
|
|
Income tax liabilities
|
|
3,359
|
3,927
|
|
Derivative liabilities
|
12
|
996
|
188
|
|
Total current liabilities
|
|
598,059
|
527,684
|
|
TOTAL EQUITY AND LIABILITIES
|
|
1,202,563
|
1,144,337
|
The accompanying notes form an
integral part of these financial statements.
1. Corporate
information
W.A.G payment solutions plc (the
"Company" or the "Parent") is a public limited company incorporated
and domiciled in the United Kingdom and registered under the laws
of England & Wales under company number 13544823, with its
registered address at Third Floor (East), Albemarle House, 1
Albemarle Street, London W1S 4HA.
2. Basis of
preparation
The condensed interim financial
statements for the six-months ended 30 June 2024 have been prepared
in accordance with UK-adopted IAS 34 Interim Financial Reporting
and the Disclosure and Transparency Rules of the Financial Conduct
Authority. The condensed interim financial statements should be
read in conjunction with the Annual Report and Consolidated
financial statements for the year ended 31 December 2023, which
have been prepared in accordance with UK-adopted International
Accounting Standards (UK-adopted IFRS).
The condensed interim financial
statements have been prepared on a historical cost basis, except
for derivative financial instruments that have been measured at
fair value. The interim condensed financial statements are
presented in EUR and all values are rounded to the nearest thousand
(EUR '000), except where otherwise indicated.
These condensed interim financial
statements do not comprise statutory accounts within the meaning of
Section 434 of the Companies Act 2006. Statutory accounts for the
year ended 31 December 2023 were approved by the Board of directors
on 26 March 2024 and delivered to the Registrar of Companies. The
report of the auditors on those accounts was unqualified, did not
contain an emphasis of matter paragraph and did not contain any
statement under section 498 of the Companies Act 2006.
These condensed interim financial
statements for the half year period (from 1 January 2024 to 30 June
2024) were approved for issue on 5 September 2024 and have been
neither reviewed nor audited by the auditors. There is no
significant seasonality of Group's operations.
Going concern
The financial statements have been
prepared on a going concern basis. Having considered the ability of
the Company and the Group to operate within its existing facilities
and meet its debt covenants, the Directors have a reasonable
expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future.
The adoption of the going concern basis is based on an expectation
that the Group will have adequate resources to continue in
operational existence for at least twelve
months from the signing of the consolidated full year financial
statements.
The Directors considered the
Group's business activities, together with the principal risks and
uncertainties, likely to affect its future performance and
position. For the purpose of this going concern assessment, the
Directors have considered the Group's forecasts for the period to
September 2025. The review also included the financial position of
the Group, its cash flows and adherence to its banking
covenants.
The Group has access to a Club
Finance facility which matures in March 2029 comprising of the
following:
·
Facility A: €150m amortising facility with
quarterly repayments plus a €57.5m balloon;
·
Facility B: €180m committed facility with
quarterly repayments plus a €69m balloon;
· Revolving Credit Facility ("RCF") of €235m for revolving
loans (up to €85m) and ancillary facilities (up to €150m);
and
· €150m uncommitted Incremental Facility for acquisitions,
capital expenditure and revolving credit facilities up to €50m of
which not more than €40m for revolving loans.
The Group's Club Finance facility
requires the Group to comply with the following three financial
covenants which are tested semi-annually:
·
Net leverage: total net debt of no more than 3.75
times Adjusted EBITDA in 2024 and 3.5 times in 2025 and
onwards;
·
Interest cover: Adjusted EBITDA is not less than
4.0 times finance charges; and
·
Adjusted net leverage: Adjusted net debt
(including guarantees) of no more than 6.5 times Adjusted
EBITDA.
The Directors have reviewed the
financial forecasts across a range of scenarios and prepared both a
base case and severe but plausible downside case. The severe
downside case assumes a deterioration in trading performance
relating to a decline in product demand, as well as supply chain
risks. These downsides would be partly offset by the application of
mitigating actions to the extent they are under management's
control, including deferrals of capital and other discretionary
expenditure.
The Directors have also considered
the impact of climate-related matters on the Group's going concern
assessment, and do not expect this to have a significant impact on
the going concern assessment throughout the forecast
period.
On consideration of the above, the
Directors believe that the Group has adequate resources to continue
in operation existence for the forecast period to December 2025 and
the Directors therefore consider it appropriate to continue to
adopt the going concern basis in preparing the 2024 interim
financial statements.
3. Summary of significant
accounting policies
The accounting policies adopted,
as well as significant judgements and key estimates applied, are
consistent with those in the annual financial statements for the
year ended 31 December 2023, as described in those financial
statements, except for tax. Income Taxes for the interim period is
accrued using the tax rate that would be applicable to expected
total annual profit or loss.
4. Changes in accounting policies
and disclosures, adoption of new and revised standards
4.1. Application of new IFRS -
standards and interpretations effective in the reporting
period
The Group has applied the
following standards and amendments for the first time for their
annual reporting period commencing 1 January 2024:
·
Amendments to IFRS 16 - Lease liability in sale
and leaseback.
·
Amendments to IAS 7 and IFRS 7 - Supplier Finance
Arrangements.
·
Amendments to IAS 1 - Classification of
Liabilities as Current or Non-current and Non-current liabilities
with covenants.
These Amendments did not have a
significant impact on the Group's condensed interim financial
statements.
4.2. New IFRSs and IFRICs
published by the IASB that are not yet effective
Certain new accounting standards,
amendments to accounting standards and interpretations have been
published that are not mandatory for period commencing 1 January
2024 and have not been early adopted by the Group. These new
standards, amendments and interpretations are not expected to have
any significant impacts on the Group's condensed interim financial
statements.
5. Segmental analysis
In accordance with IFRS 8, The
Group has determined its operating segment based on the information
reported to the Chief Operating Decision Maker ("CODM"). The Group
considers the Executive Committee to be the CODM who evaluate
segment performance. The Group is organised in two operating
segments: Payment solutions and Mobility solutions. Payment
solutions represent Group's revenues, which are based on recurring
and frequent transactional payments. The segment includes Energy
and Toll payments, which are a typical first choice of a new
customer. Mobility solutions represent a number of services, which
are either subscription based or subsequently sold to customers
using Payment solutions products. The segment includes Tax refund,
Fleet management solutions, Navigation, and other service
offerings.
Net energy and services sales,
contribution, contribution margin, EBITDA, and Adjusted EBITDA are
non-GAAP measures, see Note 6.
The CODM does not review assets
and liabilities at segment level.
|
|
30 June
2024
|
30 June
2023
|
|
Six months ended (unaudited)
EUR '000
|
Payment
solutions
|
Mobility
solutions
|
Total
|
Payment
solutions
|
Mobility
solutions
|
Total
|
|
Segment revenue
|
1,088,449
|
61,256
|
1,149,705
|
970,921
|
46,665
|
1,017,586
|
|
Net energy and services
sales
|
79,775
|
61,256
|
141,031
|
72,418
|
46,665
|
119,083
|
|
|
|
|
|
|
|
|
|
Contribution
|
65,140
|
41,984
|
107,125
|
61,004
|
31,621
|
92,624
|
|
Contribution margin
|
82%
|
69%
|
76%
|
84%
|
68%
|
78%
|
|
Corporate overhead and indirect
costs before adjusting items
|
|
|
(47,760)
|
|
|
(42,383)
|
|
Adjusting items affecting Adjusted
EBITDA
|
|
|
(7,358)
|
|
|
(10,025)
|
|
Depreciation and
amortisation
|
|
|
(32,667)
|
|
|
(25,708)
|
|
Net finance costs and share of net
loss of associates
|
|
|
(15,090)
|
|
|
(5,996)
|
|
Profit before tax
|
|
|
4,249
|
|
|
8,512
|
Geographical split
The geographical analysis is
derived from the base location of responsible sales teams, rather
than reflecting the geographical location of the actual
transaction.
|
EUR '000
For the six months ended 30 June
|
Segment revenue
|
Net energy and
services sales
|
|
2024
(unaudited)
|
2023
(unaudited)
|
2024
(unaudited)
|
2023
(unaudited)
|
|
Czech Republic ("CZ")
|
282,361
|
219,845
|
19,812
|
18,928
|
|
Poland ("PL")
|
202,223
|
180,975
|
39,400
|
25,554
|
|
Central Cluster (excluding CZ and
PL)
|
138,472
|
124,998
|
15,148
|
15,048
|
|
Portugal ("PT")
|
92,842
|
109,201
|
6,195
|
5,576
|
|
Western Cluster (excluding
PT)
|
64,283
|
50,003
|
5,863
|
4,627
|
|
Romania ("RO")
|
136,056
|
144,905
|
17,980
|
16,890
|
|
Southern Cluster (excluding
RO)
|
228,182
|
183,210
|
32,501
|
28,860
|
|
Not specified
|
5,286
|
4,449
|
4,132
|
3,600
|
|
Total
|
1,149,705
|
1,017,586
|
141,031
|
119,083
|
There were no individually
significant customers, which would represent 10% of revenue or
more.
6. Alternative performance
measures
To supplement its consolidated
financial statements, which are prepared and presented in
accordance with IFRS, the Group uses the following non-GAAP
financial measures that are not defined or recognised under IFRS:
Net energy and services sales, Contribution, Contribution margin,
EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted earnings,
Adjusted basic earnings per share, Adjusted effective tax rate and
Net debt/cash.
The Group uses APMs to provide
additional information to investors and to enhance their
understanding of its results. The APMs should be viewed as
complementary to, rather than a substitute for, the figures
determined according to IFRS. Moreover, these metrics may be
defined or calculated differently by other companies, and, as a
result, they may not be comparable to similar metrics calculated by
the Group's peers.
Net energy and services sales
("Net revenue")
Net energy and services sales is
calculated as total revenues from contracts with customers, less
cost of energy sold. The Group believes this subtotal is relevant
to an understanding of its financial performance on the basis that
it adjusts for the volatility in underlying energy prices. The
Group has discretion in establishing final energy price independent
from the prices of its suppliers, as explained in its accounting
policies. This measure also supports comparability of the Group's
performance with other entities, who have concluded that they act
as an agent in the sale of energy and, therefore, report revenues
net of energy purchased.
Contribution
Contribution is defined as net
energy and services sales less operating costs that can be directly
attributed to or controlled by the segments. Contribution does not
include indirect costs and allocations of shared costs that are
managed at a group level and hence shown separately under Indirect
costs and corporate overhead.
Contribution margin
Contribution margin is the
Contribution as a percentage of Net energy and services
sales.
Adjusted EBITDA
Adjusted EBITDA is defined as
EBITDA before Adjusting items:
|
Adjusting item
|
Definition
|
Exclusion justification
|
|
M&A-related
expenses
|
Fees and other costs relating to
the Group's acquisitions activity
|
M&A-related expenses differ
every year based on the acquisition activity of the Group.
Exclusion of these costs allows better result
comparability.
|
|
ERP implementation
expenses
|
Costs relating to the
implementation of SAP
|
One-off costs relating to
implementation of SAP in FY2023 were previously disclosed as
strategic transformational expenses however this programme
concluded at the end of 2023.
The SAP implementation expense
adjustment amounted to EUR 5.2m in 2023 , and the Group anticipates
EUR 15-19m to be adjusted on SAP implementation in 2024-2026.The
Group does not expect significant capitalisation related to SAP in
2024-2026.
|
|
Integration costs
|
Costs relating to the integration
of Inelo
|
One-off costs relating to
transformation and integration of Inelo have been excluded for
better result comparability. While the Group did not adjust
integration costs in the past, the related activities and one-off
costs are significantly higher than for previously completed
acquisitions.
The Group incurred EUR 1.8m of
integration costs in 2023 (presented under strategic transformation
expenses) and expects to incur approximately EUR 1m of integration
costs in 2024.
|
|
Share-based
compensation
|
Equity-settled and cash-settled
compensation provided to the Group's management before
IPO
|
Share options and cash-settled
compensation were provided to management and certain employees in
connection with the IPO. Although these costs were amortised
over three years based on accounting policies, they were excluded
as they relate to a one-off event.
Share awards provided post-IPO
were not excluded as they represent non-cash element of annual
remuneration package.
|
Adjusted EBITDA
margin
Adjusted EBITDA margin represents
Adjusted EBITDA for the period divided by Net energy and services
sales.
Adjusted profit before tax
Adjusted profit before tax is
calculated by adding back the Adjusting items affecting Adjusted
EBITDA and amortisation of acquired intangibles.
Adjusted earnings (net
profit)
Adjusted earnings are defined as
profit after tax before Adjusting items:
|
Adjusting item
|
Definition
|
Exclusion justification
|
|
Amortisation of acquired
intangibles
|
Amortisation of assets recognised
at the time of an acquisition (primarily ADS, Sygic, Webeye and
Inelo)
|
The Group acquired a number of
companies in the past. The item is prone to volatility from period
to period depending on the level of M&A.
|
|
Adjusting items affecting Adjusted
EBITDA
|
Items recognised in the preceding
table, which reconciles EBITDA to Adjusted EBITDA
|
Justifications for each item are
listed in the preceding table.
|
|
Tax effect
|
Decrease in tax expense as a
result of above adjustments
|
Tax effect of above adjustments is
excluded to adjust the impact on after tax profit.
|
Net debt/cash
Net debt/cash is calculated as
cash and cash equivalents less interest-bearing loans and
borrowings.
Where not presented and reconciled
on the face of the interim condensed consolidated income statement,
balance sheet or cash flow statement, the adjusted measures are
reconciled to the IFRS statutory numbers below:
Adjusted EBITDA
|
EUR '000
|
For the six months ended 30
June
|
|
2024
(unaudited)
|
2023
(unaudited)
|
|
Intangible assets amortisation
(Note 14)
|
24,604
|
19,310
|
|
Tangible assets depreciation (Note
14)
|
5,248
|
3,949
|
|
Right of use
depreciation
|
2,816
|
2,449
|
|
Depreciation and
amortization
|
32,667
|
25,708
|
|
Net finance costs and share of net
loss of associates
|
15,090
|
5,996
|
|
Profit before tax
|
4,249
|
8,512
|
|
EBITDA
|
52,007
|
40,216
|
|
|
|
|
|
M&A-related expenses
*
|
2,184
|
2,719
|
|
ERP implementation
expenses**
|
2,737
|
-
|
|
Integration costs**
|
224
|
-
|
|
Strategic transformation
expenses
|
-
|
3,624
|
|
Share-based
compensation
|
2,214
|
3,682
|
|
Adjusting items
|
7,358
|
10,025
|
|
|
|
|
|
Adjusted EBITDA
|
59,365
|
50,241
|
* Primarily related to Inelo acquisition.
** In 2023 presented within strategic transformation
expenses.
Like-for-Like ("LFL") underlying
EBITDA
|
EUR '000
|
For the six months ended 30
June
|
|
|
2024
(unaudited)
|
2023
(unaudited)
|
YOY growth
(%)
|
|
Adjusted EBITDA
|
59,365
|
50,241
|
18.2
|
|
Annualisation of Inelo
|
-
|
4,351
|
|
|
Other operating income
|
|
|
|
|
- Revaluation of foreign currency forwards
|
-
|
(5,953)
|
|
|
- Commercial settlement
|
(2,213)
|
-
|
|
|
LFL underlying EBITDA
|
57,152
|
48,639
|
17.6
|
Adjusted earnings
|
EUR '000
|
For the six months ended 30
June
|
|
2024
(unaudited)
|
2023
(unaudited)
|
|
Profit for the year
|
2,516
|
5,597
|
|
Amortisation of acquired
intangibles
|
10,018
|
6,756
|
|
Adjusting items affecting Adjusted
EBITDA
|
7,358
|
10,025
|
|
Tax effect
|
(2,509)
|
(1,717)
|
|
Adjusted earnings (net profit)
|
17,383
|
20,661
|
Adjusted basic earnings per
share
Adjusted basic earnings per share
is calculated by dividing the adjusted net profit for the period
attributable to equity holders by the weighted average number of
ordinary shares outstanding during the period.
|
|
For the six months ended 30
June
|
|
2024
(unaudited)
|
2023
(unaudited)
|
|
Net profit attributable to equity holders (EUR
'000)
|
2,425
|
5,245
|
|
Adjusting items affecting Adjusted
EBITDA (Note 6)
|
7,358
|
10,025
|
|
Amortisation of acquired
intangibles*
|
10,005
|
6,310
|
|
Tax impact of above
adjustments*
|
(2,506)
|
(1,633)
|
|
Adjusted net profit attributable to equity holders (EUR
'000)
|
17,281
|
19,948
|
|
Basic weighted average number of
shares
|
689,705,468
|
688,911,333
|
|
Adjusted basic earnings per share
(cents/share)
|
2.51
|
2.90
|
|
Diluted weighted average number of
shares
|
692,513,136
|
691,208,069
|
|
Adjusted dilutive earnings per share
(cents/share)
|
2.50
|
2.89
|
*non-controlling interests impact
was excluded.
Adjusted effective tax
rate
Adjusted effective tax rate is
calculated by dividing the adjusted tax expense by the adjusted
profit before tax. The adjustments represent adjusting items
affecting adjusted earnings.
|
EUR '000
|
For the six months ended 30
June
|
|
2024
(unaudited)
|
2023
(unaudited)
|
|
Accounting profit before
tax
|
4,249
|
8,512
|
|
Adjusting items affecting adjusted
EBITDA
|
7,358
|
10,025
|
|
Amortisation of acquired
intangibles
|
10,018
|
6,756
|
|
Adjusted profit before tax
(A)
|
21,625
|
25,292
|
|
|
|
|
|
Accounting tax expense
|
1,733
|
2,914
|
|
Tax effect of above
adjustments
|
2,509
|
1,717
|
|
Adjusted tax expense
(B)
|
4,241
|
4,632
|
|
|
|
|
|
Adjusted earnings (A-B)
|
17,384
|
20,661
|
|
Adjusted effective tax rate (B/A)
|
19.61%
|
18.31%
|
7. Finance costs
Finance costs for the respective
periods were as follows:
|
EUR '000
|
For the six months ended 30
June
|
|
2024
(unaudited)
|
2023
(unaudited)
|
|
Bank guarantees fee
|
845
|
673
|
|
Interest expense
|
12,982
|
8,257
|
|
Factoring fee
|
2,668
|
1,956
|
|
Other
|
199
|
74
|
|
Total
|
16,694
|
10,960
|
8. Finance income
Finance income for the respective
periods was as follows:
|
EUR '000
|
For the six months ended 30
June
|
|
2024
(unaudited)
|
2023
(unaudited)
|
|
Gain from foreign currency
exchange rate differences
|
1,587
|
3,451
|
|
Gain from the revaluation of
securities and derivatives
|
-
|
1,667
|
|
Interest income
|
279
|
133
|
|
Other
|
21
|
11
|
|
Total
|
1,887
|
5,262
|
9. Other operating
income
|
EUR '000
|
For the six months
ended
30 June
|
|
2024
(unaudited)
|
2023
(unaudited)
|
|
Revaluation of foreign currency
forwards
|
-
|
5,953
|
|
Other income
|
3,117
|
828
|
|
Total
|
3,117
|
6,781
|
10. Income tax
The taxation charge for the interim
period has been calculated based on estimated effective tax rate for
the full year of 40.8% (six months ended 30 June 2023: 34.2%). The
rate increased as a result of the
increased rates in key tax regimes in which the Group operates and
lower statutory profitability. Corporate income tax in the Czech
Republic increased from 19% in 2023 to 21% in 2024, in the UK the
rate increased from 23% in 2023 to 25% in 2024, and in Slovenia the
rate increased from 19% in 2023 to 22% in 2024, while in Spain the
rate remains at 24%.
Adjusted effective tax rate
increased from 18.31% to 19.61%. Further details are provided in
Note 6 of the accompanying condensed interim financial
statements.
The Group has reviewed impact of
OECD Pillar 2 legislation, which is effective in most countries as
of 1 January 2024. Based on the analysis of the OECD model rules
and modelling performed on the data for the year ending 31 December
2022, the Group should benefit in most countries from safe harbours
as defined by OECD (de minimis, simplified effective tax rate) on
the assumption that our Country by Country
report for the year ending 31 December 2024 is qualifying. For the
other most material countries, there might be additional top-up tax
in Slovakia and Spain, but this is not expected to be material. Our
assessment of substantively enacted legislation, including
qualifying domestic minimum taxes, is ongoing. Management will
further monitor OECD Pillar 2 tax position of the Group and
implement all necessary steps for proper reporting in individual
countries.
11. Earnings per
share
All ordinary shares have the same
rights.
Basic EPS is calculated by
dividing net profit for the period attributable to equity holders
of the Group by the weighted average number of ordinary shares
outstanding during the year.
Diluted EPS is calculated by
dividing net profit for the period attributable to equity holders
of the Group by the weighted average number of ordinary shares
outstanding during the period, plus the weighted average number of
shares that would be issued if all dilutive potential ordinary
shares were converted into ordinary shares.
The following reflects the income
and share data used in calculating EPS:
|
|
For the six months ended 30
June
|
|
2024
(unaudited)
|
2023
(unaudited)
|
|
Net profit attributable to equity holders (EUR
'000)
|
2,425
|
5,245
|
|
Basic weighted average number of
shares
|
689,705,468
|
688,911,333
|
|
Effects of dilution from share
options
|
2,807,668
|
2,296,736
|
|
Total number of shares used in
computing dilutive earnings per share
|
692,513,136
|
691,208,069
|
|
Basic earnings per share (cents/share)
|
0.35
|
0.76
|
|
Diluted earnings per share (cents/share)
|
0.35
|
0.76
|
Options
Options granted to employees under
Share-based payments are considered to be potential ordinary
shares. They have been included in the determination of diluted
earnings per share if the required performance criteria would have
been met based on the Group's performance up to the reporting date,
and to the extent to which they are dilutive. The options have not
been included in the determination of basic earnings per share as
their performance conditions have not been met.
12. Fair value
measurement
The following table provides the
fair value measurement hierarchy of the Group's assets and
liabilities.
Fair value measurement hierarchy
for assets and liabilities as at 30 June 2024
(unaudited):
|
EUR '000
|
Note
|
Date of
valuation
|
Fair value measurement
using
|
Total
|
|
Quoted
prices in active markets (Level 1)
|
Significant observable inputs
(Level 2)
|
Significant unobservable inputs
(Level 3)
|
|
Assets measured at fair value
|
|
|
|
|
|
|
|
Derivative financial
assets
|
|
|
|
|
|
|
|
Foreign currency
forwards
|
|
30 June
2024
|
-
|
236
|
-
|
236
|
|
Interest rate swaps
|
|
30 June
2024
|
-
|
1,594
|
-
|
1,594
|
|
Liabilities measured at fair value
|
|
|
|
|
|
|
|
Derivative financial
liabilities
|
|
|
|
|
|
|
|
Foreign currency
forwards
|
|
30 June
2024
|
-
|
996
|
-
|
996
|
|
Put options
|
|
30 June
2024
|
-
|
-
|
127
|
127
|
|
Interest rate swaps
|
|
30 June
2024
|
-
|
731
|
-
|
731
|
There have been no transfers
between Level 1, Level 2 and Level 3 during the six months ended 30
June 2024.
Fair value measurement hierarchy
for assets and liabilities as at 31 December 2023:
|
EUR '000
|
Note
|
Date of
valuation
|
Fair value measurement
using
|
Total
|
|
Quoted
prices in active markets (Level 1)
|
Significant observable inputs
(Level 2)
|
Significant unobservable inputs
(Level 3)
|
|
Assets measured at fair value
|
|
|
|
|
|
|
|
Derivative financial
assets
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
31
December 2023
|
-
|
3,425
|
-
|
3,425
|
|
Liabilities measured at fair value
|
|
|
|
|
|
|
|
Derivative financial
liabilities
|
|
|
|
|
|
|
|
Put options
|
|
31
December 2023
|
-
|
-
|
127
|
127
|
|
Interest rate swaps
|
|
31
December 2023
|
-
|
3,201
|
-
|
3,201
|
There have been no transfers
between Level 1, Level 2 and Level 3 during the year ended 31
December 2023.
Specific valuation techniques used
to value financial instruments include:
·
for interest rate swaps - the present value of
the estimated future cash flows based on observable yield
curves;
·
for foreign currency forwards - the present value
of future cash flows based on the forward exchange rates at the
balance sheet date;
·
for put options - option pricing models (Monte
Carlo); and
·
for other financial instruments - discounted cash
flow analysis.
Management assessed that the fair
values of cash and cash equivalents, trade and other receivables
and trade and other payables approximates their carrying amounts
largely due to the short-term maturities of these instruments.
Interest-bearing loans and borrowings are at floating rates, with
margin corresponding to market margins, and the credit rating of
the Company has not significantly changed since refinancing in
September 2022.
The fair value of the financial
assets and liabilities is included at the amount at which the
instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation
sale.
13. Business
combination
There were no new acquisitions in
2024.
Investments in subsidiaries and
associates
Pay-out of deferred
consideration
On 2 January 2024, the Group paid
deferred acquisition consideration of €5.0m related to the
acquisition of WebEye.
On 22 January 2024, the Group paid
deferred acquisition consideration of €0.7m related to the Aldobec
acquisition.
Acquisition of non-controlling
interests
On 7 February 2024, the Group
acquired the remaining 4.19% interest in CVS for a consideration of
€0.8m.
On 25 April 2024 the Group
restructured an option to accelerate the acquisition of its
remaining shareholding in FireTMS. The maximum option price and
final option timing remains the same, however the payment dates and
terms were amended. The Group agreed to acquire a further 7.6% of
the equity shareholding for €3.4m, paid in two equal instalments in
April (€1.7m) and July 2024 (€1.7m). The final 11.4% equity
shareholding remains subject to an option mechanism exercisable in
H1 2026 and the price is subject to certain financial and KPI
targets met by FireTMS.
Inelo contingent consideration
On 4 July 2024, the Group signed a
settlement agreement with former shareholders of Grupa Inelo S.A.
The final contingent consideration was agreed at €2.0m and is
payable by 30 June 2025. Deferred acquisition consideration
estimate was revised as at 30 June 2024, the charge was recognised
within other operating expenses and considered as an Adjusting item
(M&A-related expenses).
14. Intangible assets and
property, plant and equipment
|
|
2024
|
|
2023
|
|
EUR '000
|
Intangible
assets
|
Property, plant and
equipment
|
Intangible
assets
|
Property, plant and
equipment
|
|
Cost
|
|
|
|
|
|
Opening balance as at 1
January
|
703,051
|
90,536
|
342,615
|
69,554
|
|
Additions
|
17,030
|
3,496
|
37,967
|
12,975
|
|
Acquisition of a
subsidiary
|
-
|
-
|
301,030
|
11,932
|
|
Disposals
|
(76)
|
(1,526)
|
-
|
(6,322)
|
|
Translation differences
|
(1,943)
|
(670)
|
28,525
|
2,396
|
|
Closing balance at 30 June (unaudited) / 31
December
|
718,062
|
91,836
|
703,051
|
90,536
|
|
|
|
|
|
|
|
Accumulated amortisation / depreciation
|
|
|
|
|
|
Opening balance as at 1
January
|
(170,647)
|
(34,776)
|
(74,444)
|
(29,728)
|
|
Amortisation /
depreciation
|
(24,120)
|
(5,248)
|
(43,398)
|
(8,851)
|
|
Impairment
|
-
|
-
|
(56,663)
|
-
|
|
Disposals
|
76
|
1,135
|
5,949
|
4,693
|
|
Translation differences
|
1,476
|
583
|
(2,091)
|
(890)
|
|
Closing balance at 30 June (unaudited) / 31
December
|
(193,215)
|
(38,306)
|
(170,647)
|
(34,776)
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
As at 1 January 2024 /
2023
|
532,404
|
55,760
|
268,171
|
39,826
|
|
As at 30 June 2024 (unaudited) /
31 December 2023
|
524,847
|
53,530
|
532,404
|
55,760
|
Impairment testing
At 31 December 2023 the Group
tested intangible assets with an indefinite useful life for
impairment and recognised an impairment charge of
€56,663 thousand. As at
30 June 2024, the Group did not identify any indicators of
impairment.
The key assumptions used to
determine the recoverable amount for the different CGUs are
disclosed and further explained in the annual consolidated
financial statements for the year ended on 31 December
2023.
15. Trade and other
receivables
|
EUR '000
|
30 June 2024
(unaudited)
|
31 December
2023
|
|
Trade receivables
|
348,615
|
278,466
|
|
Receivables from tax
authorities
|
14,469
|
18,716
|
|
Advances granted
|
13,076
|
14,346
|
|
Unbilled revenue
|
10,187
|
4,027
|
|
Miscellaneous
receivables
|
59
|
5,879
|
|
Tax refund receivables
|
63,023
|
66,953
|
|
Prepaid expenses and accrued
income
|
5,744
|
4,671
|
|
Contract assets
|
4,867
|
3,885
|
|
Total
|
460,040
|
396,943
|
16. Trade and other payables,
other liabilities
|
EUR '000
|
30 June 2024
(unaudited)
|
31 December
2023
|
|
Current
|
|
|
|
Trade payables
|
377,385
|
303,165
|
|
Employee related
liabilities
|
18,692
|
15,388
|
|
Advances received
|
12,494
|
12,911
|
|
Miscellaneous payables
|
3,375
|
8,644
|
|
Payables to tax
authorities
|
20,622
|
18,562
|
|
Contract liabilities
|
7,705
|
6,971
|
|
Refund liabilities
|
1,138
|
4,461
|
|
Deferred acquisition
consideration
|
32,107
|
32,732
|
|
Total Trade and other payables
|
473,517
|
402,834
|
|
Non-current
|
|
|
|
Put option redemption
liability
|
4,423
|
5,825
|
|
Contract liabilities
|
3,962
|
3,353
|
|
Other liabilities
|
482
|
58
|
|
Total Other non-current liabilities
|
8,866
|
9,236
|
Present value of deferred acquisition
consideration relates to the following acquisitions:
|
EUR '000
|
30 June 2024
(unaudited)
|
31 December
2023
|
|
Sygic, a.s.
|
15,573
|
14,216
|
|
Webeye Group
|
4,128
|
9,128
|
|
KomTes Group
|
8,706
|
8,688
|
|
Grupa Inelo S.A.*
|
3,700
|
-
|
|
Aldobec technologies,
s.r.o.
|
-
|
700
|
|
Total
|
32,107
|
32,732
|
*includes FIRETMS.COM transferred from put option redemption
liability as at 30 June 2024 (Note 13)
17. Interest bearing loans and
borrowings
On 14 March 2024, the Group signed
an amendment to the Club Finance facility, which increased share of
revolving loans within uncommitted incremental facility up
to €40 million
(previously up to €25 million). Total amount of uncommitted incremental facility
remains unchanged. The amendment also removed the interest cover
covenant for the six months ended 30 June 2024.
On 6 June 2024, the Group signed
another amendment to the Club Finance facility, which changed
maturity date to 31 March 2029 and decreased quarterly
instalments.
On 20 June 2024, the Group signed
an incremental facility III notice, which committed
additional €40
millions of revolving loans and €10 million of bank
guarantees.
18. Financial risk
management
The Group is exposed to a variety
of financial risks including foreign currency risk, fair value
interest rate risk, credit risk and liquidity risk. The condensed
interim financial statements do not include all financial risk
management information and disclosures required in the annual
financial statements; they should be read in conjunction with the
Group's annual financial statements as at 31 December 2023. There
have been no changes in any risk management policies since the year
end.
19. Related party
disclosures
Company
The Company controlling the Group
is disclosed in Note 1.
Subsidiaries
As at 30 June 2024, there were the
following changes in the Group's subsidiaries:
|
Name
|
Principal activities
|
Country of incorporation
|
Registered address
|
Effective economic interest
|
|
2024
|
2023
|
|
Klub Investorov T&G SK,
s.r.o. (liquidated in 2024)
|
Payment solutions
|
Slovakia
|
Hlavná 18, 90066 Vysoká pri
Morave, Slovakia
|
-
|
100,00%
|
|
CVS Mobile d.o.o.
|
Mobility solutions
|
Bosnia and Herzegovina
|
Ulica Petrovdanska bb 79240,
Kozarska Dubica, Bosnia-Herzegovina
|
100.00%
|
95.81%
|
|
CVS Mobile d.o.o.
|
Mobility solutions
|
Croatia
|
Jankomir 25 10090 Zagreb,
Croatia
|
100.00%
|
95.81%
|
|
CVS Mobile GmbH
|
Mobility solutions
|
Germany
|
Sckellstraße 1/II, 81667 München,
Germany
|
100.00%
|
95.81%
|
|
CVS Mobile s.r.l.
|
Mobility solutions
|
Italy
|
Via Battisti 2, 34125 Trieste,
Italy
|
100.00%
|
95.81%
|
|
CVS Mobile MK dooel
|
Mobility solutions
|
North Macedonia
|
16-ta Makedonska brigada 13b, 1000
Skopje, North Macedonia
|
100.00%
|
95.81%
|
|
CVS Mobile d.o.o.
|
Mobility solutions
|
Serbia
|
Ulica Španskih boraca 24V, 11070
Novi Beograd, Serbia
|
100.00%
|
95.81%
|
|
CVS Mobile d.d.
|
Mobility solutions
|
Slovenia
|
Ulica Gradnikove brigade 11, 1000
Ljubljana, Slovenia
|
100.00%
|
95.81%
|
|
Infotrans d.o.o.
|
Mobility solutions
|
Slovenia
|
Ljubljanska cesta 24C, 4000 Kranj,
Slovenia
|
51.00%
|
48.86%
|
|
KomTeS Chrudim s.r.o.
|
Mobility solutions
|
Czech Republic
|
Malecká 273, Chrudim IV, 53705
Chrudim, Czech Republic
|
100.00%
|
51.00%
|
|
KomTeS SK s.r.o.
|
Mobility solutions
|
Slovakia
|
Dopravná 7, 92101 Piešany,
Slovakia
|
100.00%
|
51.00%
|
|
FireTMS.com GmbH
|
Mobility solutions
|
Germany
|
Geschäftsanschrift:
Stresemannstraße 123, 10963 Berlin, Germany
|
84.80%
|
81.00%
|
|
FIRETMS.COM Sp. z o.o.
|
Mobility solutions
|
Poland
|
44-200 Rybnik, ul. 3 Maja 30,
Poland
|
84.80%
|
81.00%
|
Key management personnel
compensation
Key management personnel
compensation is disclosed in the table below.
|
EUR '000
|
For the six months ended 30
June
|
|
2024
(unaudited)
|
2023
(unaudited)
|
|
|
Key
management*
|
Key
management*
|
|
Wages and salaries
|
3
168
|
3
360
|
|
Social security and health
insurance
|
529
|
593
|
|
Option plans
|
3
383
|
5
074
|
|
Total employee expense
|
7 080
|
9 027
|
*Includes the members of the Board and Executive Committee of
W.A.G payment solutions PLC.
Ultimate controlling
party
The Company is the ultimate parent
entity of the Group and it is considered that there is no ultimate
controlling party. Decision making is made collectively by the
Board of Directors or by Board sub-committees on behalf of the
Board. The Board is the first to approve many of the items brought
to vote at the Annual General Meeting (e.g. Directors' appointments
and resignations, authority to allot shares, annual accounts
approval, appointment of auditors). Mr Vohánka does not control
either the Board of Directors or its sub-committees.
Paid dividends
Paid dividends are disclosed in the
Consolidated Statement of Changes in Shareholders'
Equity.
Transactions with other related
parties
|
EUR '000
|
For the six months ended 30
June
|
|
2024
(unaudited)
|
2023
(unaudited)
|
|
Sale of goods to key management
personnel
|
-
|
1
|
|
Sale of fixed assets (vehicles) to
key management personnel
|
37
|
28
|
|
Purchases of various goods and
services from entities controlled by key management
personnel*
|
538
|
16
|
|
Purchases of various goods and
services from associates
|
12
|
6
|
|
Sale of W.A.G Payment solutions
PLC shares to key management personnel
|
7
|
-
|
*
The Group
acquired the following goods and services from entities that are
controlled by members of the Group's key management personnel:
software development, consultancy.
|
EUR '000
|
30 June
2024
|
31 December
2023
|
|
Trade payables to entities
controlled by key management personnel
|
3
|
-
|
20. Subsequent events
Acquisition of non-controlling
interests
On 3 July 2024, the Group acquired
remaining 30% interest in Sygic, a.s. for a consideration of
€15.6m.
On 15 July 2024, the Group acquired
3.8% interest in FIRETMS.COM Sp. z o.o. through its subsidiary
Grupa Inelo S.A. for a consideration of €1.7m.
Pay-out of deferred
consideration
On 2 August 2024,
the Group paid deferred acquisition consideration
of €4.1m related to the acquisition of WebEye.