TechFinancials Inc. - Interim Results
RNS Number : 0464B
TechFinancials Inc.
18 September 2018
 

18 September 2018

 

TechFinancials, Inc.

Unaudited Interim Report for the Six Months Ended 30 June 2018

TechFinancials (AIM: TECH) (the "Company" or the "Group"), a fintech software provider of financial solutions including blockchain-based digital assets and traditional financial trading solutions for retail clients, today announces its unaudited interim results for the six month period ended 30 June 2018 ("H1 2018").

Financial Overview

·          

Group Revenues of US$3.78m (H1 2017: US$6.97m) decreased by 46%

 

·          

Pre-tax profit attributable to Shareholders of US$8.38m* (H1 2017: pre-tax loss of US$ 0.73m)

 

·          

Cash position at the period end of US$2.86m (31 December 2017: US$3.50m)

 

·          

New segment blockchain trading technology revenues of US$1.3 million (H1 2017: NIL)

 

·          

Basic earnings per share ("EPS") increased to a profit of US$0.111* from a loss of US$0.0109 in H1 2017

 

·          

Profit for the period attributable to Shareholders of US$8.36m* (H1 2017: a loss of US$0.79m)

 

* Including one-off financial income from financial assets at fair value US$ 9.49m attributable to the option to acquire up to 90% of Cedex (see Note 5).

 

Asaf Lahav, Group Chief Executive Officer of TechFinancials, commented:

 "The first half of the year has been a period of transformation for TechFinancials. With a new focus on blockchain related technologies, the Company has continued to see an increase in the new revenue stream and has maintained profitability in the blockchain segment throughout the Company's significant shift in strategy.

 

"Importantly, the Company's balance sheet remains strong at a time when it seeks opportunities to invest in technological innovation related to blockchain, with its technical support for the successful completion of the CEDEX ICO marking an important milestone for the Company. TechFinancials continues to deepen its experience in blockchain-related projects, whilst providing the infrastructure and some of the key software components to the CEDEX exchange. The Company will be using this knowledge and infrastructure in new products that it intends to introduce to the market in 2019. 

 

"The Board is encouraged with the progress made over the past six months as the Group builds on its offering, and this gives us confidence for future prospects."

 

 

For further information:

TechFinancials, Inc.

Tel: +972 54 5233 943

Asaf Lahav, Group Chief Executive Officer

 

Yuval Tovias, Chief Financial Officer

www.group.techfinancials.com

 

Grant Thornton UK LLP (Nominated Adviser)

Tel: +44 (0) 20 7383 5100

Colin Aaronson / Samantha Harrison / Seamus Fricker

 

 

Northland Capital Partners Limited (Broker)

Tel: +44 (0) 20 3861 6625

David Hignell / Rob Rees

 

 

NEX Corporate Adviser and Joint Broker

Peterhouse Corporate Finance

Tel: +44 (0) 20 7469 0930

Fungai Ndoro / Eran Zucker

 

 

Media enquiries:

Yellow Jersey PR Limited (Media Relations)

Tel: +44 (0) 7748 843 871

Charles Goodwin / Katie Bairsto

 

 

 

 

 

Chairman's Statement

TechFinancials has made great strides during the period as it continued to adapt to the changing regulatory environment and develop its innovative technology within new growth segments. Last year, the Group began developing its technology to allow merchants to integrate the crypto-payment processing of Bitcoin, BitcoinCash and Ethereum into their systems and earlier this year, this technology was integrated successfully into TechFinancials' core systems and licensed to Cedex. Whilst revenue from the historic business continued to decline, the Company has unlocked a new revenue stream in the blockchain segment and has sustained profitability despite considerable change.

 

Blockchain Trading Technology Activity

 

The Group's decision to switch its strategy and build an offering with the Blockchain trading segment is showing promising early signs, with revenue of US$1.23 million generated in the first half of the year from development services provided to Cedex. Excellent progress has been made with the development of new blockchain related products, particularly in relation to CEDEX, the blockchain-based online trading exchange for diamonds and financial derivatives on diamonds assets. TechFinancials currently has a 2 per cent interest in CEDEX with an option to acquire a further 90 per cent, giving it up to 87.4 per cent. on a fully diluted basis, in respect of which the Group recognized the value of the option asset in its financial statements (see Note 5).

 

Regulation

 

Tighter regulation continued to impact the Group's historical business throughout markets across the world, including Asia. As previously announced in February 2018, the Company made the decision to close OptionFair and to return the licence to Cyprus Securities and Exchange Commission ("CySEC "), which means that it no longer has a presence in any European markets (although the B2B business has retained some customers in Europe). 

 

 

B2B 

 

The B2B business was impacted the most within the Group and it saw a decline in revenue and profit, primarily due to the tightening of regulation. Many of its customers ceased operations due to the inability to comply with new regulations, and as result, they were unable to obtain basic services such as marketing channels, bank accounts and PSP services.

 

 

B2C

 

In February 2018, the Group took the decision to cancel the sale of its subsidiaries B.O. TradeFinancials Limited ("BOT") and MarketFinancials Limited ("MF") after the potential buyer failed to secure the relevant regulatory consents for the acquisition of either BOT or MF. In line with its revised strategy, the Group decided to cease its B2C operations in Europe. BOT has returned its licence to the CySEC and the Company is now actively looking to sell MF as a shell company that holds a license from the FSA.

With regards to the Company's B2C joint venture in the Asia Pacific region, DragonFinancials, this business also saw a sharp decline in both revenue and profit, primarily due to the tightening of regulations.

 

Outlook

 

The Group has been forced to adapt to the significant changes in the regulatory landscape which has badly impacted the binary options market. The business's strength is its technology, creativity and delivering what the customer needs; and this has been proven with the development of TechFinancials' blockchain trading technology which is delivering new revenues. Whilst the business remains in its early stages of transformation, the Board is encouraged by the Group's new successes. There is a rapidly growing awareness of blockchain and how it is changing the landscape of financial transactions. Given TechFinancials' skillset, we are confident about our ability to capitalise on this fast-growing segment as we look to establishing long-term returns for Shareholders via a clear management focus.

 

 

Christopher Bell

Independent Non-Executive Chairman

18 September 2018

 

 

Chief Executive's Statement

Financial Results 

The Group's turnover in the six months ended 30 June 2018 decreased to US$ 3.78m (H1 2017: US$ 6.97m). Revenues in the core software licencing business on a standalone basis decreased by 70% to US$ 1.07m from US$ 3.58m, mainly due to the tightened regulation in the industry that continued to reduce trading volumes, and the termination of customers' agreements and a reduction in the license services provided to DragonFinancials. The trading platform revenues decreased by 59% to US$1.56m from US$ 3.77m in H1 2017.

 

The new blockchain trading technology segment generated revenues of US$ 1.299m (H1 2017: NIL) (from CEDEX).

 

Gross profit decreased by 46% to US$ 2.63m from US$ 4.87m in H1 2017, predominantly due to the reduced revenues of the group. The gross margin in the period remained at 70% (H1 2017: 70%) due to the high margin contribution from the blockchain trading activity, which compensated for the decreasing margin of the core software licencing business.

 

The operating loss for the period was US$ 0.85m (H1 2017: profit of US$ 0.56m); the decrease in the profit is due to revenues reducing quicker than expenses, where the administrative overheads expenses were partly higher, whilst other operating expenses decreased in line with the decrease in revenues compared to H1 2017.

 

The Group recognized a one-off item of financial income of US$ 9.49m arising from the fair value of the option it holds to acquire an additional 90% in Cedex. An independent expert valued Cedex Holdings Ltd at US$10.6m (see Note 5). This resulted in a profit before taxation of US$ 8.52m (H1 2017: US$ 0.28m) and a profit after taxation of US$ 8.49m (H1 2017: US $0.22m).

 

Net profit from DragonFinancials, in which TechFinancials holds a 51% stake, decreased by 87% to US$ 0.27m (H1 2017: US$ 2.06). No dividends were paid by DragonFinancials to TechFinancials for the period.

 

The profit after taxation for the period attributable to Shareholders of the Company was US$ 8.36m (H1 2017: loss of US$ 0.79m).

 

The EBITDA loss attributable to the Shareholders of the Company was US$ 0.73m (H1 2017: a loss of US$ 0.17m).

 

In H1 the Group cash used in operating activities was US$ 0.75m compared with net cash generated in the comparative period of US$ 0.04m. Cash inflows from investing activities were US$ 0.10m (H1 2017: outflows of US$ 0.24m) due to partial repayment of the loan provided to Cedex in 2017. Cash outflows from financing activities were US$ 0.0m (2016: US$ 1.56m. The Group's cash position for the period ended 30 June 2018 was US$ 2.86m (31 December 2017: US$ 3.50m).

 

Asaf Lahav

Chief Executive Officer of the Group

18 September 2018

 

 

Statement of Comprehensive Income

For the six month period ended 30 June 2018

 

Note

 

Unaudited
6 Month Period Ended
30 June 2018

US$'000

 

Unaudited
6 Month Period Ended
30 June 2017

US$'000

 

Audited
12 Month Period Ended
31 December 2017

US$'000

 

Revenue

 

 

3,780

 

6,973

 

13,362

 

Cost of sales

 

 

(1,146)

 

(2,102)

 

(3,170)

 

Gross profit

 

 

2,634

 

4,871

 

10,192

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

 

(1,136)

 

(1,570)

 

(2,916)

 

Impairment of intangible assets

 

 

-

 

-

 

(1,501)

 

Selling and marketing expenses

 

 

(603)

 

(1,120)

 

(1,918)

 

Administrative expenses

 

 

(1,748)

 

(1,617)

 

(3,039)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit (loss)

 

 

(853)

 

564

 

818

 

 

 

 

 

 

 

 

 

 

Financial income from Financial assets at fair value

5

 

9,486

 

-

 

-

 

Bank fees

 

 

(43)

 

(46)

 

(85)

 

Foreign exchange loss

 

 

(78)

 

(1)

 

(150)

 

Finance cost of contingent consideration

 

 

-

 

(235)

 

(471)

 

Other financial income

 

 

3

 

-

 

4

 

Financing income (expenses), net

 

 

9,368

 

(282)

 

(702)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before taxation

 

 

8,515

 

282

 

116

 

Tax expense

 

 

(24)

 

(66)

 

(111)

 

Profit after taxation

 

 

8,491

 

216

 

5

 

Total comprehensive income

 

 

 

8,491

 

216

 

5

 

 

 

 

 

 

 

 

 

 

Profit/(loss) attributable to:

 

 

 

 

 

 

 

 

Owners of the Company

 

 

8,360

 

(792)

 

(2,599)

 

Non-controlling interests

 

 

131

 

1,008

 

2,604

 

Profit for the period

 

 

 

8,491

 

216

 

5

 

Earnings per share attributable to owners of the parent during the year:

 

 

 

 

 

 

 

 

Basic (Cents USD)

2

 

0.111

 

(0.01092)

 

(3.58)

 

Diluted (Cents USD)

2

 

0.110

 

(0.01092)

 

(3.58)

 

 

Consolidated Statement of financial position

As of 30 June 2018

 

 

 

 

Note

 

Unaudited
30 June 2018


US$'000

 

Unaudited
30 June 2017

 

US$'000

 

Audited
31 December 2017
US$'000

 

Non-current assets

 

 

 

 

 

 

 

 

Intangible assets

3

 

5,848

 

7,780

 

6,026

 

Property and equipment

 

 

647

 

539

 

671

 

Other long term assets

 

 

58

 

52

 

90

 

Long term investment

4

 

201

 

-

 

-

 

 

 

 

6,754

 

8,371

 

6,787

 

Current assets

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss

5

 

9,486

 

-

 

-

 

Trade and other receivables

 

 

2,882

 

1,479

 

3,377

 

Restricted bank deposits

 

 

291

 

300

 

305

 

Cash and bank balances

 

 

2,856

 

5,808

 

3,499

 

 

 

 

15,515

 

7,587

 

7,181

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 

22,269

 

15,958

 

13,968

 

 

 

 

 

 

 

 

 

 

Non-Current liabilities

 

 

 

 

 

 

 

 

Due to shareholders (nontrade)

 

 

-

 

98

 

-

 

Current Liabilities

 

 

 

 

 

 

 

 

Consideration due to shareholders

6

 

-

 

4,293

 

4,528

 

Trade and other payables

7

 

1,312

 

1,431

 

1,559

 

Income tax payable

 

 

107

 

101

 

78

 

Total Liabilities

 

 

1,419

 

5,825

 

6,165

 

Equity

 

 

 

 

 

 

 

 

Share Capital

 

 

61

 

55

 

55

 

Share premium account

 

 

12,022

 

7,500

 

7,500

 

Share-based payment reserve

 

 

934

 

920

 

922

 

Accumulated profits / (losses)

 

 

6,866

 

266

 

(1,510)

 

Equity attributable to owners of the Company

 

 

19,883

 

8,741

 

6,967

 

 

 

 

 

 

 

 

 

 

Non-controlling interests

 

 

967

 

1,294

 

836

 

Total equity

 

 

20,850

 

10,035

 

7,803

 

 

 

 

 

 

 

 

 

 

Total Equity and Liabilities

 

 

22,269

 

15,958

 

13,968

 

 

Consolidated Statement of changes in equity

For the six month period ended 30 June 2018

 

Share capital

US$'000

 

Share  premium

US$'000

 

Treasury Shares

US$'000

 

Share-based payment reserve

US$'000

 

Accum-ulated profits/ (losses)

US$'000

 

Total

US$'000

 

Non- controlling interests

US$'000

 

Total

US$'000

 

Balance at 31 December 2016

55

 

7,500

 

(1,540)

 

925

 

1,008

 

 

7,948

 

1,756

 

9,704

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

-

 

-

 

-

 

-

 

(792)

 

 

 

(792)

 

1,008

 

216

 

Dividends to NCI (Non- Controlling Interest)

-

 

-

 

-

 

-

 

-

 

-

 

 

(1,470)

 

(1,470)

 

Share-based payment

-

 

-

 

-

 

45

 

-

 

45

 

-

 

45

 

Transfer of Shared based payment reserve on lapsed options

-

 

-

 

-

 

(50)

 

50

 

 

 

-

 

-

 

-

 

Issue of shares

-

 

1,540

 

-

 

-

 

-

 

1,540

 

-

 

1,540

 

Treasury shares

-

 

(1,540)

 

1,540

 

-

 

-

 

-

 

-

 

-

 

Balance at 30 June 2017

55

 

7,500

 

-

 

920

 

266

 

 

8,741

 

1,294

 

10,035

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

-

 

-

 

-

 

-

 

(1,807)

 

 

(1,807)

 

1,596

 

(211)

 

Dividends to NCI

-

 

-

 

-

 

-

 

-

 

-

 

(2,054)

 

(2,054)

 

Share-based payment

-

 

-

 

-

 

33

 

-

 

 

33

 

 

-

 

33

Transfer of Shared based payment reserve on lapsed options

-

 

-

 

-

 

(31)

 

31

 

 

 

 

 

-

 

 

 

 

-

 

-

 

Balance at 31 December 2017

55

 

7,500

 

-

 

922

 

(1,510)

 

 

6,967

 

836

 

7,803

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

 

 

 

 

 

 

 

 

8,360

 

 

8,360

 

131

 

8,491

 

Share-based payment

 

 

 

 

 

 

28

 

 

 

28

 

-

 

28

 

Transfer of Shared based payment reserve on lapsed options

 

 
 
 
 
 
(16)
 
16
 
-
 
-
 
-
 

Issue of shares

6

 

4,522

 

 

 

 

 

 

 

4,528

 

 

 

4,528

 

Balance at 30 June 2018

61

 

12,022

 

-

 

934

 

6,866

 

19,883

 

967

 

20,850

 

 

Consolidated statement of cash flows

For the six month period ended 30 June 2018

 

Appendix / Note

Unaudited 6 months ended 30 June 2018

 

Unaudited 6 months ended 30 June 2017

 

Audited Year ended 31 December 2017

 

 

US$'000

 

US$'000

 

US$'000

Cash Flow from operating Activities

 

 

 

 

 

 

Profit before tax for the period

 

8,515

 

282

 

116

Adjustment for:

 

 

 

 

 

 

Depreciation of property and equipment

 

48

 

56

 

104

Amortization of intangible assets

 

201

 

201

 

422

Impairment of intangible assets

 

-

 

-

 

1,501

Share Option Charge

 

28

 

45

 

78

Financial income from Financial asset FV

 

(9,486)

 

 

 

 

Operating cash flows before movements in working capital:

 

 

 

 

Decrease/(Increase) in trade and other receivables

 

191

 

642

 

(856)

Decrease/(Increase) in long term receivables

 

32

 

(10)

 

(48)

(Decrease) / Increase in trade and other payables

 

(246)

 

(1,514)

 

(1,447)

Increase in long term contingent consideration

 

A

-

 

235

 

471

Increase in non-current payables

 

-

 

98

 

-

Interest Expenses (income)

 

(3)

 

-

 

3

Income tax paid

 

(34)

 

-

 

(171)

Net cash (used in) / generated from operating activities

 

(754)

 

35

 

173

 

 

 

 

 

 

 

Cash Flow from investing Activities:

 

 

 

 

 

 

Proceeds from disposal of property, plant and equipment

 

 

-

 

 

1

 

 

-

Decrease/(Increase) of restricted bank deposits

 

14

 

(21)

 

(26)

Development of intangible assets and acquisition of computer software

 

-

 

(138)

 

(41)

Increase in software license

 

(23)

 

-

 

(65)

Loans given by (refund to) the Company

 

338

 

-

 

(400)

Investment in Equity

4

(201)

 

-

 

-

Acquisition of property and equipment

 

(25)

 

(86)

 

(267)

Net cash generated from/ (used in) investing activities

 

103

 

(244)

 

(799)

 

 

 

 

 

 

 

Cash Flow from financing Activities:

 

 

 

 

 

 

Dividends paid to NCI

 

-

 

(1,470)

 

(3,524)

Repayment of borrowings

 

-

 

(92)

 

(98)

Net cash used in financing activities

 

-

 

(1,562)

 

(3,622)

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(651)

 

(1,771)

 

(4,248)

Cash and equivalents at beginning of period

 

3,499

 

7,651

 

7,651

Effect of changes in exchange rates on Cash

 

8

 

(72)

 

96

Cash and equivalents at end of period

 

2,856

 

5,808

 

3,499

 

 

 

 

 

 

 

 

A.    Non- cash items:

 

 

NOTE

Unaudited 6 months ended 30 June 2018

 

 

US$'000

 

 

 

Consideration settled by issue of shares

6

4,528

 

 

 

 

 

 

Notes to the financial statements

1.    General Information

Techfinancials Inc (the "Company") and its subsidiaries (together, the "Group") is engaged in the development and licensing of financials trading platforms to businesses and the provision of investment services through its trading platform and development of blockchain-based digital assets solutions. The financial statements present the consolidated results of the Group for each of the periods ending 30 June 2018, 30 June 2017 and 31 December 2017.

 

As permitted, the Group has chosen not to adopt International Accounting Standard 34 'Interim Financial Reporting' in preparing these interim financial statements. The condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2017, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

 

The interim financial information set out above does not constitute statutory accounts. The information has been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union. Except as described below, the accounting policies applied in preparing the interim financial information are consistent with those that have been adopted in the Group's 2017 audited financial statements. Statutory financial statements for the year ended 31 December 2017 were approved by the Board of Directors on 26 June 2018 and delivered to the Registrar of Companies. The report of the auditors on those financial statements was unqualified. The Directors approved these condensed interim financial statements on XX September 2018.

 

Risks and uncertainties

 

The key risks that could affect the Group's short and medium term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group's 2017 Annual Report and Financial Statements, a copy of which is available on the Company's website: www.techfinancials.com. The Group's key financial risks are the availability of adequate funding and foreign exchange movements.

 

Accounting policies

 

Critical accounting estimates and judgements:

The preparation of condensed consolidated interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in note 3(x) of the Group's 2017 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed significantly during the interim period. In addition, the directors have identified the valuation of the option in CEDEX Holdings Ltd. ("CEDEX") as a critical accounting estimate. The valuation of the option has been determined by an independent expert and the directors confirm there are no indicators of a change in the disclosed value.

The condensed consolidated interim financial statements have been prepared under the historical cost convention as modified by the measurement of certain investments at fair value.  

The business is not subject to seasonal variations.

The financial information for the 6 months ended 30 June 2018 and the 6 months ended 30 June 2017 has not been audited.

 

No dividends have been paid in the period (2017: US$ 3,524 dividend to NCI).

 

 

2.    Earnings per share

The calculation of earnings per share is based on the following earnings and number of shares:

 

Unaudited
6‑month period ended
30 June 2018

 

Unaudited
6‑month period ended
30 June 2017

 

Audited
Year ended 31 December 2017

 

US$'000

 

US$'000

 

US$'000

Profit /(Loss) attributable to equity holders

8,360

 

(792)

 

(2,599)

Weighted average number of shares basic

75,577,264

 

72,542,166

 

72,542,484

Earnings/(loss) per share basic (dollars)

0.111

 

(0.01092)

 

(0.036)

Weighted average number of shares diluted

76,277,764

 

72,542,166

 

73,242,484

 

 

 

 

 

 

Earnings/(loss) per share diluted (dollars)

0.110

 

(0.01092)

 

(0.036)

 

 

 

 

 

 

 

3.    Intangible assets net

 

 

Unaudited
6‑month period ended
30 June 2018

 

Unaudited
6‑month period ended
30 June 2017

 

Audited
Year ended 31 December 2017

 

 

US$'000

 

US$'000

 

US$'000

Consist of:

 

 

 

 

 

 

Computer software

 

-*

 

44

 

-*

License

 

90

 

-

 

65

Development expenditure recognised as intangible assets

 

718

 

2,696

 

921

Goodwill

 

5,040

 

5,040

 

5,040

 

 

5,848

 

7,780

 

6,026

* lower than a thousand USD

Capitalised development costs are amortised over the estimated useful life of project.

The amortisation charge is recognised in cost of sales expenses.

The Group recognises goodwill on acquisition according to the fair value of the consideration transferred including any amounts recognised in respect of rights that do not confer control in the acquiree as well as the fair value at the acquisition date of any pre-existing equity right of the Group in the acquiree, less the net amount of the identifiable assets acquired and the liabilities assumed.

 

Goodwill that arises upon the acquisition of subsidiaries is presented as part of intangible assets.

An assessment is made annually or more frequently whether goodwill has indicated any potential impairment. The assessment process is complex and highly judgmental and is based on assumptions that are affected by expected future market or economic conditions. Judgement is required in identifying the cash generating units ("CGU") and the use of estimates. Projections of future revenues were a critical estimate in determining fair value. Actual outcomes could vary from these estimates.

During the financial period, the Group assessed the recoverable amount of the goodwill and determined that no impairment is required.

Impairment of goodwill was assessed by comparing the unlevered free cash flow to the value of goodwill for the entity whose acquisition gave rise to the goodwill, DragonFinancials Ltd.

            Current estimates of the useful economic life of intangible assets are as follows:

 

Development expenditure recognised as intangible assets

 

5 years

Goodwill

 

N/A

Computer software

 

3 years

 

The intangible assets are reviewed for impairment annually or more frequently whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the recoverable amount of intangible assets is determined based on a value in use calculation using cash flow forecasts derived from the most recent financial model information available.

The recoverable amounts of all the above have been determined from value in use calculations based on cash flow projections from formally approved budgets covering a five year period from the date on which it starts to carry value. The key assumptions used in these calculations include discount rates and turnover projections. Management estimates the discount rates using pre-tax rates that reflect current market assessments of the time value of money and risks specific to expected future projects.

4.    Investment in Equity

Under a Heads of Terms from October 2017, followed by a SPA signed on 25 December 2017 with Cedex, the Company committed to make an equity investment of US$0.2 million at a post-money valuation of US$10 million, representing 2% of CEDEX's then capital on a fully diluted basis.

In April 2018 CEDEX issued TechFinancials 2% of its share capital. In addition, the Company has an option to acquire 90 %, as outlined below in note 5.

5.    Financial assets at fair value through profit or loss

Under a Heads of Terms from October 2017, followed by an Option grant agreement signed on 23 January 2018 with CEDEX, the Company has an option to acquire up to an additional 90% of CEDEX at an exercise price of US$62 thousands, giving it up to 87.4 per cent. on a fully diluted basis.  Exercise of the option is at the sole discretion of TechFinancials and the option can be transferred, sold or disposed of as TechFinancials sees fit.  The option period is for three years from the date of grant and may be exercised until October 22, 2020. 

The option value had no impact on the financial statements as of 31 December 2017 due to a deferral of the initial recognition in accordance with IAS 39. The deferred value is recognized in the current period as a financial gain or loss, only to the extent that it arises from a change in a factor that market participants would take into account when pricing the asset or liability, which was the ICO completion in mid-April 2018.

As such, the gain arising from the option, in the amount of US$9.48 million, would be fully recognised in the current financial period, along with any gains arising from subsequent assessment of the valuation of the option. 

During the financial period, the Company assessed the recoverable amount of the option and determined that no impairment is required.

The impact of IFRS 9 has been reviewed by the Company in connection with the deferred and recognition of option value. The review has not highlighted any changes following the transition from IAS 39 to IFRS 9.

6.    Consideration due to shareholders

was settled by the issue of 12,406,352 shares on 10 May 2018 to the owners of Optionfortune (non-controlling interest holders of TechFinancials) based on DragonFinancials' results for 2017. 

7.    Trade and other payables

 

Unaudited
6‑month period ended
30 June 2018

 

Unaudited
6‑month period ended
30 June 2017

 

Audited
Year ended 31 December 2017

 

US$'000

 

US$'000

 

US$'000

Consist of:

 

 

 

 

 

Trade Payable

 

241

 

494

 

690

Short term loan from Shareholders

93

 

-

 

92

Other Payable

 

41

 

7

 

-

Deposit held

248

 

-

 

255

Accrued income

-

 

-

 

-

Employees' salaries related balance

552

 

600

 

360

Accrued liabilities

137

 

330

 

162

 

 

 

 

 

1,312

 

1,431

 

1,559

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.         Segmental Information

6 Months ended 30 June 2018

 

 

B2C
Trading Platform

US$'000

B2B
Licence Income

US$'000

Licence Services Between segments

US$'000

 

 

 

Blockchain related technology

US$'000

 

Financial assets at fair value through profit or loss US$'000

 

Total

US$'000

Revenue and results:

 

 

 

 

 

 

 

Revenues

1,561

1,074

(154)

1,299

-

 

3,780

Cost of sales

(486)

(814)

154

-

-

 

(1,146)

Gross profit

1,075

260

-

1,299

-

 

2,634

Research and development

-

(704)

-

(432)

-

 

(1,136)

Selling and marketing expenses

 

(438)

(165)

-

-

-

 

(603)

Administrative expenses

(337)

(1,109)

-

(302)

-

 

(1,748)

Finance income (expenses)

(67)

(51)

-

-

9,486

 

9,368

Profit /(loss) before tax

233

(1,769)

-

565

9,486

 

8,515

 

 

 

 

 

 

 

 

EBITDA

300

(1,439)

-

565

-

 

(574)

EBITDA attributed to shareholders

144

(1,439)

-

565

-

 

(730)

 

 

 

 

 

 

 

 

Assets and liabilities

 

 

 

 

 

 

 

Assets

2,433

9,064

-

1,286

9,486

 

22,269

Liabilities

13

1,396

-

10

-

 

1,419

 

 

 

 

 

 

 

 

Depreciation and additions

 

 

 

 

 

 

 

Depreciation

6

42

-

-

-

 

48

Additions to property and equipment

-

25

-

-

 

-

 

25

 

Revenues from the Group's top three customers in H1 2018 represent approximately 18 % of total revenues.

 

 

Year ended 31 December 2017

 

B2C
Trading Platform

US$'000

 

B2B
Licence Income

US$'000

 

Licence Services Between segments

US$'000

 

 

 

 

Blockchain related technology

US$'000

 

Acquisition related cost

US$'000

 

Total

US$'000

Revenue and results:

 

 

 

 

 

 

 

 

 

 

 

Revenues

8,864

 

5,142

 

(886)

 

242

 

-

 

13,362

Cost of sales

(2,601)

 

(1,239)

 

886

 

(216)

 

-

 

(3,170)

Gross profit

6,263

 

3,903

 

-

 

26

 

-

 

10,192

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

(192)

 

(2,724)

 

-

 

-

 

-

 

(2,916)

Selling and marketing expenses

(1,038)

 

(880)

 

-

 

-

 

-

 

(1,918)

Administrative expenses

(650)

 

(2,389)

 

-

 

-

 

-

 

(3,039)

Finance income (expenses)

(243)

 

11

 

-

 

26

 

(470)

 

(702)

Profit /(loss) before tax from recurring activities

4,140

 

(2,079)

 

-

 

26

 

(470)

 

1,617

Impairment of intangible assets

-

 

(1,501)

 

-

 

-

 

-

 

(1,501)

Profit /(loss) before tax

4,140

 

(3,580)

 

-

 

26

 

(470)

 

116

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

4,383

 

(1,480)

 

-

 

26

 

-

 

2,929

EBITDA attributed to shareholders

1,781

 

(1,480)

 

-

 

26

 

-

 

327

 

 

 

 

 

 

 

 

 

 

 

 

Assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

Assets

2,419

 

10,785

 

-

 

764

 

-

 

13,968

Liabilities

775

 

5,332

 

-

 

58

 

-

 

6,165

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and additions

 

 

 

 

 

 

 

 

 

 

 

Depreciation

11

 

93

 

-

 

-

 

-

 

104

Additions to property and equipment

117

 

150

 

-

 

-

 

-

 

267

Revenues from the Group's top three customers in 2017 represent approximately 20% of total revenues.

6 Months ended 30 June 2017

 

B2C Trading Platform

US$'000

 

B2B Licence Income

US$'000

 

Services Between segments

US$'000

 

Acquisition related cost

US$'000

 

Total

US$'000

Revenue and results:

 

 

 

 

 

 

 

 

 

Revenues from external customers

3,770

 

3,580

 

(377)

 

-

 

6,973

Cost of sales

(1,046)

 

(1,433)

 

377

 

-

 

(2,102)

Gross profit

2,724

 

2,147

 

-

 

-

 

4,871

 

 

 

 

 

 

 

 

 

 

Research and development

(11)

 

(1,559)

 

-

 

-

 

(1,570)

Selling and marketing expenses

(496)

 

(624)

 

-

 

-

 

(1,120)

Administrative expenses

(397)

 

(1,220)

 

-

 

-

 

(1,617)

Finance income/(expenses)

(74)

 

27

 

-

 

(235)

 

(282)

Profit / (loss) before tax

1,746

 

(1,229)

 

-

 

(235)

 

282

 

 

 

 

 

 

 

 

 

 

EBITDA

1,829

 

(963)

 

-

 

-

 

866

EBITDA attributed to Shareholders

791

 

(963)

 

-

 

-

 

(172)

 

 

 

 

 

 

 

 

 

 

Assets and liabilities

 

 

 

 

 

 

 

 

 

Assets

8,395

 

7,563

 

-

 

-

 

15,958

Liabilities

27

 

1,502

 

-

 

4,293

 

5,822

 

 

 

 

 

 

 

 

 

 

Depreciation and additions

 

 

 

 

 

 

 

 

 

Depreciation

5

 

51

 

-

 

-

 

56

Additions to property and equipment

-

 

86

 

-

 

-

 

86

Revenues from the Group's top three customers in H1 2017 represent approximately 29.58% of the total revenues.


This information is provided by RNS, the news service of the . 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 LFFIFALIDLIT ]]>