TIDMTECH

RNS Number : 1101J

TechFinancials Inc.

15 August 2019

15 August 2019

TechFinancials, Inc.

Unaudited Interim Report for the Six Months Ended 30 June 2019

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 2019 ("H1 2019").

Financial Overview

 
 --   Group Revenues of US$2.07m (H1 2018: US$3.78m) 
 --   Blockchain trading technology segment revenues of US$0.89m 
       (H1 2018: 1.30m) 
 --   EBITDA loss attributable to shareholders of US$0.62m (H1 
       2018: EBITDA loss of US$0.73m*) 
 --   Pre-tax loss attributable to shareholders of US$1.07m (H1 
       2018: loss of US$ 1.11m*) 
 --   Loss for the period attributable to shareholders of US$1.09m 
       (H1 2018: loss of US$1.13m*) 
 --   Cash position at the period end of US$1.23m (31 December 
       2018: US$1.71m) 
 --   Basic earnings per share ("EPS") of (US$0.013) (H1 2018 
       (US$0.015)*) 
 --   Footies Ltd, the Company's 75% subsidiary, established in 
       UK on 7 February 2019 has been included for the first time 
       in the Group's financial statements 
 --   Intangible asset capitalised amount of US$0.4m related to 
       development of Footies Ltd's new product 
 

* Excluding one-off financial income from financial assets at fair value US$ 9.49m attributable to the option to acquire up to 90% of Cedex, which was reversed in full in the year-end financial statements due to the difficulty in determining the fair value of the option.

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

"The first half of the year continued to be a very exiting period of transformation for the Company. Focus has been placed on our subsidiary Footies Ltd, a disruptive blockchain based ticketing venture for sports clubs and teams. The Company has continued to support Footies Ltd and has committed to further finance the venture by providing an additional minimum of US$225,000. This will bring the total to date to US$725,000, with the funds to be used for product and business development.

"The Company continues to deepen its experience in blockchain-related projects through developing and providing some of the software components to Footies Ltd and through continuing to develop and maintain technology provided for CEDEX (the blockchain based diamond exchange). The Company will continue to leverage this knowledge and infrastructure while seeking new opportunities in the blockchain industry.

"The Board is encouraged with the progress made over the past six months on the Footies venture and believes that the product, once fully commercialised will play a pivotal role in shaping the future of the sports ticketing market."

For further information:

 
 TechFinancials, Inc.                         Tel: +972 54 5233 943 
 Asaf Lahav, Group Chief Executive Officer 
 Yuval Tovias, Chief Financial Officer       www.techfinancials.com 
 
 
 Grant Thornton UK LLP (Nominated Adviser)     Tel: +44 (0) 20 7383 
                                                               5100 
 Colin Aaronson / Samantha Harrison / Seamus 
  Fricker 
 
 
 NEX Corporate Adviser and Joint Broker   Tel: +44 (0) 20 7469 
  Peterhouse Capital Limited                              0930 
 Fungai Ndoro / Eran Zucker 
 

Media enquiries:

 
 Yellow Jersey PR Limited (Media Relations)   Tel: +44 (0) 7747 788 
                                                                221 
 Charles Goodwin / Felicity Winkles 
 
 

Chairman's Statement

The Group continued to invest in new technologies, partnerships and markets, supported by our R&D efforts. We have made good progress with the development of the new blockchain based ticketing product, which has already generated a good level of indications of interest from potential customers and partners during the course of 2019. We aim to continue and strengthen our blockchain business focus through our relationship with Footies Ltd as well as supporting the technological needs of CEDEX and we will continue to review and assess additional opportunities where our technology can be leveraged.

Blockchain Trading Technology Activity

The Group continues to provide blockchain related services to CEDEX, generating revenues of US$0.89 million in the first half of the year, while progressing with the development of the new blockchain based product, Footies Ltd. The Company currently has a 75 per cent interest in Footies Ltd, in addition to a convertible loan committing a minimum further amount of US$225,000 of funding signed in July 2019, which would increase the Company's interest in Footies Ltd. The Company also has a 2 per cent interest in CEDEX with an option to acquire a further 90 per cent, giving it up to 85.9 per cent on a fully diluted basis. (Management continues to believe that any value the option may have, is difficult to estimate, therefore no value was recognised in the first half of the year).

Regulation

During the period the main impact of tighter regulation was seen in the Group's historical B2C business in Asia. The results of tighter regulation in other markets across the world was already reflected in previous reporting periods.

B2B

The B2B business saw broadly similar levels of activity in H1 2019 as in the second half of 2018, where the remaining active customers continued to adjust their activities to the more strenuous regulations.

B2C

In June 2019, the Company received an advance on account of the full purchase price of EUR100,000, pursuant to the SPA signed with M&N Equity Research Ltd to sell its entire holdings in its subsidiary MarketFinancials Limited. The amount received and the completion of the acquisition remains subject to, inter alia, the full SFCA consent and registration of the share transfer by 31 August 2019.

With regard to the Company's B2C joint venture in the Asia Pacific region, DragonFinancials, this business continued to see a decline in both revenue and profit, due to the tightening of regulations since the second half of 2018 that has made it harder to obtain basic services such as marketing channels, bank accounts and Processing Service Provider (" PSP") services.

Outlook

As I stated in my statement on the results for the previous financial year, our focus in 2019 will be to continue our investment in new technologies, partnerships and markets focused upon blockchain, where we are seeking new investment opportunities to support future growth.

The next twelve months will continue to be challenging for the team as we continue to invest for the future in technology-based solutions. We remain confident in the medium and long term prospects for the Group.

Christopher Bell

Independent Non-Executive Chairman

14 August 2019

Chief Executive's Statement

Financial Results*

The Group's turnover in the six months ended 30 June 2019 decreased to US$2.07m (H1 2018: US$3.78m). Revenues in the core software licencing business on a standalone basis decreased by 62% to US$0.41m from US$1.07m. This is mainly due to tightened regulation in the industry implemented at the beginning of 2018 that continued to reduce trading volumes and the license services provided to DragonFinancials. The trading platform revenues decreased by 46% to US$0.85m from US$1.56m in H1 2018.

The blockchain trading technology segment revenues decreased by 31% to US$0.89m from US$1.30m in H1 2018 (from CEDEX), mainly due to one-off success related income received in H1 2018.

Gross profit decreased by 50% to US$1.31m from US$2.63m in H1 2018, predominantly due to the reduced revenues of the Group. The gross margin in the period decreased to 63% (H1 2018: 70%) due to lower margin contribution from B2C trading platform activity and lower margin in the blockchain trading activity compared to H1 2018, which included a one-off success related income.

The operating loss for the period was US$1.12m (H1 2018: loss of US$ 0.84m); the decrease in the profit is due to revenues reducing quicker than expenses, some of which are fixed overheads, whilst all operating expenses decreased in line with the decrease in revenues compared to H1 2018.

The Company's expenditure on R&D was US$0.98m (H1 2018: US$ 1.14m), this focused on the new product innovation of Footies Ltd as well as improving blockchain solutions for CEDEX. Out of the total R&D expenditure, the Group capitalised US$0.40m (H1 2018: NIL), all of which are related costs of the new product developed by Footies Ltd.

The loss after taxation for the period attributable to shareholders of the Company was US$ 1.09m (H1 2018: loss of US$ 1.13m).

Net profit from DragonFinancials, in which TechFinancials holds a 51% stake, decreased to a loss of US$0.15m (H1 2018: a profit of US$ 0.27m). No dividends were paid by DragonFinancials to TechFinancials for the period.

The EBITDA loss attributable to the shareholders of the Company was US$ 0.62 m (H1 2018: a loss of US$ 0.73m).

In H1 2019, the Group cash generated in operating activities was US$0.07m compared with net used in the comparative period of US$ 0.75m. The main increase in the cash generated during the period is due to accounts receivable collection from related party. Cash outflows from investing activities were US$0.93m (H1 2018: inflows of US$ 0.10m) the main increase is due to capitalisation of US$0.40m development investment in Footies' new product (see Note 4) and US$0.51m right of use of leased asset that resulted from the adoption of a new accounting policy (see Note 6). Cash generated from financing activities were US$0.33m (H1 2018: US$ 0.0m) (see Note 6). The Group's cash position for the period ended 30 June 2019 was US$ 1.23m (31 December 2018: US$ 1.71m) a decrease of US$ 0.48m in the period.

*excluding a recognised one-off item of financial income of US$9.49m in H1 2018 arising from the fair value of the option it holds to acquire an additional 90% in Cedex, which was reversed in full on the year-end financial statements due to difficulty to determine the fair value of the option.

Asaf Lahav

Chief Executive Officer of the Group

14 August 2019

Statement of Comprehensive Income

For the six month period ended 30 June 2019

 
                                              Unaudited               Unaudited                Audited 
                                         6 Month Period Ended    6 Month Period Ended    12 Month Period Ended 
                                             30 June 2019            30 June 2018          31 December 2018 
                                 Note          US$'000                 US$'000                  US$'000 
 Revenue                                        2,065                   3,780                   7,764 
 Cost of sales                                  (757)                  (1,146)                 (1,650) 
                                       ----------------------  ----------------------  ----------------------- 
 Gross profit                                   1,308                   2,634                   6,114 
 
 Research and development                       (583)                  )1,136(                 (3,478) 
 Selling and marketing                          (442)                   )603(                  (1,396) 
 Administrative                                (1,341)                 )1,730(                 (3,499) 
 Impairment of intangible 
  assets                          4               -                       -                    (2,434) 
 Other expenses                                 (59)                      -                      (41) 
 
 
 Operating loss                                (1,117)                  (835)                  (4,734) 
                                       ----------------------  ----------------------  ----------------------- 
 
 Financial income from 
 financial assets at fair 
 value                                            -                     9,486                     - 
 Bank fees                                      (20)                    (43)                     (59) 
 Foreign exchange loss                           (5)                    (79)                    (166) 
 Other financial income / 
  (expenses)                                     (4)                      3                       4 
                                       ----------------------  ----------------------  ----------------------- 
 Financing income / 
  (expenses), net                               (29)                    9,367                   (221) 
 
 
 
 Profit / (loss) before 
  taxation                                     (1,146)                  8,532                  (4,955) 
                                       ----------------------  ----------------------  ----------------------- 
 Income tax expense                             (19)                    (24)                     (85) 
                                       ----------------------  ----------------------  ----------------------- 
 Profit / (loss) from 
  continuing operations                        (1,165)                  8,508                  (5,040) 
                                       ----------------------  ----------------------  ----------------------- 
 Loss from discontinued 
  operations                                    (14)                    (17)                     (35) 
                                       ----------------------  ----------------------  ----------------------- 
 Total comprehensive income / 
  (loss)                                       (1,179)                  8,491                  (5,075) 
                                       ----------------------  ----------------------  ----------------------- 
 
 Profit / (loss) attributable 
 to: 
 Owners of the Company                         (1,086)                  8,360                  (5,274) 
 Non-controlling interests                      (93)                     131                     199 
                                       ----------------------  ----------------------  ----------------------- 
 Profit / (loss) for the 
  period                                       (1,179)                  8,491                  (5,075) 
 
 Earnings per share attributable to owners of the parent during the year: 
                                              Unaudited               Unaudited                Audited 
                                         6 Month Period Ended    6 Month Period Ended    12 Month Period Ended 
                                             30 June 2019           30 June 2018*          31 December 2018 
                                 Note        (Cents USD)             (Cents USD)              (Cents USD) 
 Basic*                           3            (1.28)                   11.06                   (6.55) 
 Diluted *                        3            (1.28)                   10.96                   (6.55) 
 From continuing operations - 
  Basic*                          3            (1.26)                   11.08                   (6.50) 
 From continuing operations - 
  Diluted*                        3            (1.26)                   10.98                   (6.50) 
 From discontinued operations 
  - Basic                         3            (0.02)                  (0.02)                   (0.05) 
 From discontinued operations 
  - Diluted                       3            (0.02)                  (0.02)                   (0.05) 
                                       ======================  ======================  ======================= 
 

* 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, which was reversed in full on the year-end financial statements.

Excluding the above one-off income of US$ 9.49m, the EPS would have been:

 
                                                 Unaudited 
                                            6 Month Period Ended 
                                               30 June 2018* 
                                                (Cents USD) 
 Basic                                            (1.49) 
 Diluted                                          (1.49) 
 From continuing operations - Basic               (1.47) 
 From continuing operations - Diluted             (1.49) 
                                          ====================== 
 

Consolidated Statement of financial position

As of 30 June 2019

 
                                                               Unaudited       Unaudited          Audited 
                                                              30 June 2019    30 June 2018    31 December 2018 
                                                      Note      US$'000         US$'000           US$'000 
 Non-current assets 
 Intangible assets,                                   4          3,412           5,848             3,212 
 Property and equipment                               6           798             647               471 
 Other long term assets                                           51              58                51 
 Investment in related party                                      200             201               200 
 Loans to related parties                                          -               -                147 
                                                                 4,461           6,754             4,081 
                                                            --------------  --------------  ------------------ 
 
 Current assets 
 Financial assets at fair value through profit or                  -             9,486               - 
 loss 
 Trade and other receivables                                     1,025           2,882             2,020 
 Loans to related parties                                         68               -                 - 
 Restricted bank deposits                                         287             291               276 
 Cash and bank balances                                          1,227           2,856             1,712 
                                                            --------------  -------------- 
                                                                 2,607          15,515             4,008 
                                                            --------------  --------------  ------------------ 
 
 
 Total Assets                                                    7,068          22,269             8,089 
                                                            ==============  ==============  ================== 
 
 
 Non-Current liabilities 
 Shareholders loan                                                92               -                92 
 Other long term liabilities for lease, net           6           357              -                 - 
                                                                  449              -                92 
 Current Liabilities 
 Trade and other payables                             5          1,214           1,312             1,440 
 Income tax payable                                               107             107               90 
                                                            --------------  --------------  ------------------ 
                                                                 1,321           1,419             1,530 
                                                            --------------  --------------  ------------------ 
 
 Total Liabilities                                               1,770           1,419             1,622 
                                                            --------------  --------------  ------------------ 
 
 
 
 
 Equity 
 Share Capital                                                    61              61                61 
 Share premium account                                          12,022          12,022            12,022 
 Share-based payment reserve                                      945             934               937 
 Accumulated profits / (losses)                                 (7,839)          6,866            (6,755) 
                                                            --------------  --------------  ------------------ 
 Equity attributable to owners of the Company                    5,189          19,883             6,265 
 
 Non-controlling interests                                        109             967               202 
 Total equity                                                    5,298          20,850             6,467 
 
 Total Equity and Liabilities                                    7,068          22,269             8,089 
                                                            ==============  ==============  ================== 
 

Consolidated Statement of changes in equity

For the six month period ended 30 June 2019

 
                                            Share-based   Accum-ulated                  Non- 
                   Share         Share        payment       profits/                controlling 
                  capital       premium       reserve       (losses)      Total      interests     Total 
                  US$'000       US$'000       US$'000       US$'000       US$'000     US$'000      US$'000 
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 
                ============  ============  ============  ============  ==========  ============  ======== 
 
Total 
 comprehensive 
 loss for the 
 year                      -             -             -      (13,634)    (13,634)            68  (13,566) 
Dividends to 
 NCI                       -             -             -             -           -         (833)     (833) 
Share-based 
 payment                   -             -            16             -          16             -        16 
Transfer of 
 Shared based 
 payment 
 reserve on 
 lapsed 
 options                   -             -          (13)            13           -             -         - 
Balance at 31 
 December 2018            61        12,022           937       (6,755)       6,265           202     6,467 
                ============  ============  ============  ============  ==========  ============  ======== 
 
Total 
 comprehensive 
 loss for the 
 period                                                        (1,086)     (1,086)          (93)   (1,179) 
Share-based 
 payment                   -             -            10             -          10             -        10 
Transfer of 
 Shared based 
 payment 
 reserve on 
 lapsed 
 options                   -             -           (2)             2           -             -         - 
 
Balance at 30 
 June 2019                61        12,022           945       (7,839)       5,189           109     5,298 
                ============  ============  ============  ============  ==========  ============  ======== 
 

Consolidated statement of cash flows

For the six month period ended 30 June 2019

 
                                Appendix    Unaudited 6       Unaudited         Audited Year 
                                 / Note     months ended    6 months ended    ended 31 December 
                                            30 June 2019     30 June 2018           2018 
                                              US$'000          US$'000            US$'000 
 Cash Flow from operating 
  Activities 
 Profit / (loss) before 
  tax for the period                          (1,160)           8,515             (4,990) 
 Adjustment for: 
 Depreciation of property 
  and equipment                                 34               48                 227 
 Depreciation of leased 
  asset                            6            176               -                  - 
 Amortization of intangible 
  assets                           4            201              201                403 
 Impairment of intangible 
  assets                                         -                -                2,434 
 Share Option Charge                            10               28                  44 
 Impairment of account 
  receivables                                   59                -                  41 
 Financial income from 
  financial asset FV                             -             (9,486)               - 
 Financial expenses 
  from leased asset                6             3                -                  - 
 Operating cash flows before movements 
  in working capital: 
 Decrease in trade and 
  other receivables                             994              191               1,026 
 Decrease in long term 
  receivables                                    -               32                  39 
 Decrease in trade and 
  other payables                   5           (224)            (246)               (28) 
 Interest income                                (1)              (3)                (4) 
 Income tax received                             -                -                  13 
 Income tax paid                               (20)             (34)                (83) 
                                          --------------  ----------------  ------------------- 
 Net cash (used in) 
  / generated from operating 
  activities                                    72              (754)              (878) 
 
 Cash Flow from investing 
  Activities: 
 Proceeds from disposal 
  of property, plant 
  and equipment                                   -                -                  1 
 Decrease/(Increase) 
  of restricted bank 
  deposits                                     (11)              14                  29 
 Development of intangible 
  assets                           4           (402)              -                  - 
 Increase in software 
  license                                        -              (23)                (25) 
 Loans given by the 
  Company                                        -                -                 (79) 
 Loans refund to the 
  Company                                        -               338                 - 
 Investment in Equity                            -              (201)              (200) 
 Leased asset of right 
  in use                           6           (509)              -                  - 
 Acquisition of property 
  and equipment                                 (4)             (25)                (27) 
                                          --------------  ----------------  ------------------- 
 Net cash generated 
  from/ (used in) investing 
  activities                                   (926)             103                 31 
 
 Cash Flow from financing 
  Activities: 
 Dividends paid to NCI                           -                -                (833) 
 Lease liability                   6            509               -                  - 
 Repayment of lease                6           (176)              -                  - 
                                          --------------  ----------------  ------------------- 
 Net cash generated 
  from/ (used in) financing 
  activities                                    333               -                (833) 
                                          --------------  ----------------  ------------------- 
 
 Net decrease in cash 
  and cash equivalents                         (521)            (651)             (1,680) 
 Cash and equivalents 
  at beginning of period                       1,712            3,499              3,499 
 Effect of changes in 
  exchange rates on Cash                        36                8                (107) 
                                          --------------  ----------------  ------------------- 
 Cash and equivalents 
  at end of period                             1,227            2,856              1,712 
                                          ==============  ================  =================== 
 

Notes to the financial statements

   1.    General Information 

Techfinancials Inc (the "Company") and its subsidiaries (together, the "Group") are engaged in the development of blockchain-based digital assets solutions and development and licensing of financials trading platforms to businesses and the provision of investment services through its trading platform. The financial statements present the consolidated results of the Group for each of the periods ending 30 June 2019, 30 June 2018 and 31 December 2018.

On 7 February 2019, the Company and Footies Tech Ltd. established Footies Ltd in UK for the purpose of developing a new blockchain based ticketing product. The Company currently has a 75 per cent interest in Footies Ltd. and as such, as the controlling partner, these financial statements consolidate the results of Footies Ltd.

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 2018, 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 2018 audited financial statements. Statutory financial statements for the year ended 31 December 2018 were approved by the Board of Directors on 18 June 2019 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 14 August 2019.

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 2018 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.

   2.    Accounting policies 

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 2019 and the 6 months ended 30 June 2018 has not been audited.

No dividends have been paid in the period (2018: US$833 dividend to NCI).

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 and have not changed during the interim period and are set out in note 3(x) of the Group's 2018 Annual Report and Financial Statements.

Changes in accounting policies initially adopted in the period:

IFRS 16 "Leases"

New standards and amendments are effective since 2019 and have material effect on the consolidated financial statements. The Group has adopted IFRS 16 "Leases" in the current period, since 1 January 2019.

As a lessee, under IFRS 16, in respect of leased properties previously accounted for as operating leases, the Group now recognises a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use. Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Group's incremental borrowing rate. Lease payments are allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Details of the impact of adoption of IFRS 16 are provided in note 6.

IFRS 12 "Income Taxes"

The Group has reviewed the impact of amendments to IAS 12 "Income Taxes" and the directors believe that the standard has no material impact.

   3.    Earnings per share 

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

 
 Earnings per share                       Unaudited                Unaudited 
                                     6--month period ended    6--month period ended             Audited 
                                         30 June 2019             30 June 2018         Year ended 31 December 2018 
                                           US$'000                  US$'000                     US$'000 
 Basic 
 Profit /(Loss) attributable to 
  equity holders                           (1,086)                   8,360                      (5,274) 
 Weighted average number of 
  shares basic                           84,980,979               75,577,264                  80,533,560 
                                   =======================  =======================  ============================= 
                                             US$                      US$                         US$ 
 Earnings/(loss) per share -basic          (0.013)                   0.111                      (0.066) 
 Earnings per share from 
  continuing operations - 
  basic                                    (0.013)                   0.111                      (0.065) 
 Earnings per share from 
  discontinued operations - basic         (0.0002)                 (0.0002)                     (0.001) 
 Earnings per share                       Unaudited                Unaudited 
                                    6--month period ended    6--month period ended              Audited 
                                         30 June 2019             30 June 2018        Year ended 31 December 2018 
                                             US$                      US$                         US$ 
 Diluted 
 Weighted average number of 
  shares diluted                         85,680,979               76,277,764                  80,981,546 
                                   =======================  =======================  ============================= 
 
 Earnings/(loss) per share 
  -diluted                                 (0.013)                   0.110                      (0.066) 
 Earnings per share from 
  continuing operations - 
  diluted                                  (0.013)                   0.110                      (0.065) 
 Earnings per share from 
  discontinued operations - 
  diluted                                 (0.0002)                 (0.0002)                     (0.001) 
 
 
   4.    Intangible assets net 
 
                                   Note                    Unaudited 
                                             Unaudited      6--month 
                                              6--month       period      Audited 
                                            period ended     ended      Year ended 
                                              30 June       30 June     31 December 
                                                2019          2018         2018 
                                              US$'000       US$'000      US$'000 
 Consist of: 
 Goodwill                            A         2,606         5,040        2,606 
 License                                        90            90            90 
 Development expenditure capitalised 
  as intangible assets: 
 Previous projects Expenditure, 
  net                                B          314           718          515 
 New Footies Ticketing               C          402            -            - 
  Product Expenditure 
 
         Intangible assets, net                3,412         5,848        3,212 
 

A. 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.

   B.    Trading Platform related products 

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

The amortisation charge is recognised in cost of sales expenses.

   C.    Ticketing Product Expenditure 

Capitalised development costs are recognised as an Intangible asset reducing costs related to the development of the new ticketing product.

Once the product will be sold, the costs will be amortised and charged to cost of sales expenses.

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

 
Goodwill                                           N/A 
License                                            N/A 
Development expenditure for previous projects    5 years 
Development expenditure for ticketing Product      N/A 
 

Impairment review and estimates of intangible assets are as follows:

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.

   5.    Trade and other payables 
 
                                      Unaudited   Unaudited 
                                       6--month    6--month 
                                        period      period      Audited 
                                        ended       ended      Year ended 
                                       30 June     30 June     31 December 
                                         2019        2018         2018 
                                       US$'000     US$'000      US$'000 
 Consist of: 
    Trade Payable                        525         241          552 
 Short term loan from shareholders        -          93            - 
    Other Payable                         2          41            40 
 Deposit held                            242         248          244 
 Advance received*                       114          -            - 
 Employees' salaries related 
  balance                                248         552          349 
 Accrued liabilities                     82          137          254 
                                     ----------  ----------  ------------- 
                                        1,214       1,312        1,440 
                                     ==========  ==========  ============= 
 
 

* Advance received - In respect of selling the Company's entire shareholding in MarketFinancials, which is presented as a discontinued operation.

   6.         Implementation of IFRS 16 

The Group has adopted IFRS 16 Leases from 1 January 2019; comparative information has not been restated.

The overall effects of IFRS 16 initial adoption in 2019 Financial statements are as follows:

-- A lease liability amounting to US$0.5 million in respect of office rent, previously accounted for as operating lease, was recognised at 1 January 2019.

This liability was measured at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate as at that date, adjusted to exclude short-term leases and leases of low-value assets. The weighted-average borrowing rate applied to this lease liability was 1.5 per cent.

The lease liability was included within other long term liabilities at a net cost of US$0.4 million as of 30 June 2019.

-- A corresponding right-of-use asset of US$0.5 million was measured as of 1 January 2019, at an amount equal to the lease liability. The asset is depreciated over the remaining contractual period of the office rent as of 01 January 2019. The right-of-use asset was included within Property and equipment at a net cost of US$0.4 million as of 30 June 2019.

   --     There was no impact on shareholders' equity. 
   --     A decrease in the Group's lease expenses by approximately US$0.2 million and an 

increase in depreciation expenses in the same amount, with an immaterial increase of

finance expenses.

In applying IFRS 16 for the first time, the Group has used a number of practical expedients permitted by the standard; the most significant of which were the use of a discount rate; reliance on whether a lease is onerous and ignoring the option to extend or terminate the lease while determining the lease term.

   7.         Segmental Information 

6 Months ended 30 June 2019

 
                                                   Licence 
                              B2C        B2B       Services      Blockchain 
                            Trading     Licence     Between        related 
                            Platform    Income     segments*     technology^    Total 
                            US$'000     US$'000     US$'000        US$'000      US$'000 
 Revenue and 
  results: 
 Revenues                     851        406         (85)           893         2,065 
 Cost of sales               (429)      (321)         85           (92)         (757) 
                          ----------  ---------  -----------  --------------  --------- 
 Gross profit                 422         85          -             801         1,308 
                          ----------  ---------  -----------  --------------  --------- 
 Research and 
  development                  -        (241)         -             (342)       (583) 
 Selling and 
  marketing expenses         (260)       (82)         -             (100)       (442) 
 Administrative 
  expenses                   (270)      (761)         -             (324)      (1,355) 
 Other expenses              (59)         -           -              -           (59) 
 Finance expenses             (2)        (20)         -             (7)          (29) 
                          ----------  ---------  -----------  --------------  --------- 
 Profit /(loss) 
  before tax From 
  recurring activities       (169)     (1,019)        -             28         (1,160) 
 
 EBITDA**                    (167)      (577)         -             35          (709) 
                          ----------  ---------  -----------  --------------  --------- 
 EBITDA attributed 
  to shareholders**          (75)       (577)         -             35          (617) 
                          ==========  =========  ===========  ==============  ========= 
 
 Assets and liabilities 
 Assets                       811       5,370         -             887         7,068 
 Liabilities                  329       1,345         -             96          1,770 
 
 Depreciation 
  and additions 
 Depreciation 
  of fixed assets              -          34          -               -           34 
 Depreciation 
  of leased assets             -         176          -              -           176 
 Additions to 
  property and 
  equipment                    -          -           -               4           4 
 Additions to 
  Leased Assets                -         357          -              357         375 
 

Revenues from the Group's top three customers in H1 2019 represent approximately 10% of total revenues.

^Blockchain segment includes activities related to Footies Ltd., a new 75% owned subsidiary and the provision of development services to CEDEX.

Year ended 31 December 2018

 
                                                       Licence 
                                  B2C        B2B       Services      Blockchain 
                                Trading     Licence     Between       related 
                                Platform    Income     segments*     technology    Total 
                                US$'000     US$'000     US$'000       US$'000      US$'000 
 Revenue and results: 
 
 Revenues                        2,683      1,528        (268)         3,821       7,764 
 Cost of sales                   (896)      (825)        268          (197)       (1,650) 
                              ----------  ---------  -----------  -------------  --------- 
 Gross profit                    1,787       703          -           3,624        6,114 
 Research and development          -       (1,916)        -          (1,562)      (3,478) 
 Selling and marketing 
  expenses                       (727)      (258)         -           (411)       (1,396) 
 Administrative expenses         (905)     (2,270)        -           (358)       (3,533) 
 Other expenses                  (41)         -           -             -           (41) 
 Finance income (expenses)       (114)      (108)         -             -          (222) 
                              ----------  ---------  -----------  -------------  --------- 
 Profit /(loss) before 
  tax 
  from recurring activities        -       (3,849)        -           1,293       (2,556) 
 Impairment of intangible 
  assets                           -       (2,434)        -             -         (2,434) 
 Profit /(loss) before 
  tax 
  From recurring activities        -       (6,283)        -           1,293       (4,990) 
 
 EBITDA**                         261      (3,213)        -           1,293       (1,659) 
                              ----------  ---------  -----------  -------------  --------- 
 EBITDA** attributed 
  to shareholders                 20       (3,213)        -           1,293       (1,901) 
                              ==========  =========  ===========  =============  ========= 
 
 Assets and liabilities 
 Assets                          1,013      5,815         -           1,261        8,089 
 Liabilities                      397        996          -            232         1,625 
 
 Depreciation and additions 
 Depreciation                     147         80          -             -           227 
 Additions to property 
  and equipment                    -          27          -              -           27 
 

Revenues from the Group's top three customers in 2018 represent approximately 11% of total revenues.

6 Months ended 30 June 2018

 
                                                                               Financial 
                                                                                 assets 
                                                   Licence                       at fair 
                              B2C        B2B       Services    Blockchain     value through 
                            Trading     Licence     Between      related         profit 
                            Platform    Income     segments*    technology       or loss       Total 
                            US$'000     US$'000     US$'000      US$'000         US$'000       US$'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 
  From recurring 
  activities                  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.

* License services represents intercompany charges between segments, allowing the performance assessment of each segment on standalone basis.

** Earnings before interest, tax, depreciation and amortisation and non-cash charges.

   8.    Subsequent events 

On 15 July 2019, based on the positive progress on the product side and indications of interest from potential customers and partners, the Company has signed a new funding agreement with Footies Ltd, a 75% owned subsidiary. Under the new agreement, the Company will provide an additional loan in the amount of a minimum of US$225,000 and up to US$300,000 by way of a convertible loan. The additional loan will be converted into Footies shares, based on certain business conditions that will determine the valuation of Footies, which can potentially increase the Company's equity interest in Footies.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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