TECH.L Regulatory News (TECH)

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

* 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."

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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

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

Consolidated Statement of financial position

As of 30 June 2018

Consolidated Statement of changes in equity

For the six month period ended 30 June 2018

Consolidated statement of cash flows

For the six month period ended 30 June 2018

A. Non- cash items:

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:

3. Intangible assets net

* 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:

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

The consideration of US$4.53 million 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

8. Segmental Information

6 Months ended 30 June 2018

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

Year ended 31 December 2017

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

6 Months ended 30 June 2017

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