TSL.L Regulatory News (TSL)

6 March 2019

ThinkSmart Limited

("ThinkSmart" or "the Company" which together with its subsidiaries is the "Group")

Interim Results for the six month period ended 31 December 2018

ThinkSmart Limited (AIM: TSL), a leading digital payment solutions provider, today announces its interim results for the six months ended 31 December 2018.

Highlights

· Successfully completed the sale of 90% of ClearPay Finance Ltd ("ClearPay") to Afterpay Touch Group Ltd on 23 August 2018, delivering £7.71 million profit after tax on the sale.

· Net profit after tax of £6.86 million (HY18 loss of £1.15 million), reflecting net loss after tax from continuing operations of £0.85 million (HY18 loss of £1.0 million), together with profit on the sale of 90% of ClearPay.

· Cash and cash equivalents of £11.3 million at 31 December 2018, prior to the expected A$8 million (approx. £4.4 million) special dividend/capital return, including £1.45 million (HY18 £0.20 million) net cash generated from operating activities.

· Second Tranche of 250,000 shares in Afterpay Touch Group Ltd, from the sale of ClearPay, received on 25 February 2019, with a market value of A$5 million (approx. £2.8 million)*.

· Revenue of £3.8 million, down 5% versus comparative period, benefiting from the majority of revenue in the period being derived from higher volumes in previous years.

· Operating costs reduced by 31% to £2.2 million and remain controlled, aligned to current volume performance.

· Leasing originations at £2.7 million, significantly lower than the same period last year (HY18 £7.0 million) with majority of reduction from the lower margin Flexible Leasing product.

· Net Assets of £20.3 million at 31 December 2018, equivalent to 19.13 pence per share.

* at the close of business on 25 February 2019.

Commenting on the results, Ned Montarello, Executive Chairman of ThinkSmart, said:

"The successful sale of 90% of our ClearPay business to Afterpay realised considerable value for ThinkSmart, and is testament to the strategy we have built around developing our innovative digital point of sale payments and financing platform.

"The development and launch of the ClearPay offering was underpinned by the Group's core credit and leasing capabilities, as well as its 'SmartCheck' digital proprietary technology platform. The speed at which we were able to bring ClearPay to market demonstrates ThinkSmart's ability to create and realise value, as evidenced by the sale of ClearPay to an emerging global market leader.

"In addition, through retaining a minority shareholding in the business, we see significant future upside potential based on the Afterpay management team's proven track record of success.

"Within our wider core leasing business, we continue to develop our diversification strategy while leveraging our well-invested technology platform. We are also working to maximise our relationship with longstanding commercial partner Dixons Carphone as we look to improve volume performance.

"Investment in our technology platform, along with our expert team, proven processes, licenses and effective compliance regime has positioned us to explore new innovative products and partnerships in the coming year, as we seek to maximise value for shareholders."

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Notes to Editors

About ThinkSmart Limited

ThinkSmart Limited is a leading digital payments company and provider of retail finance for both consumers and businesses. ThinkSmart's solutions are underpinned by its innovative and scalable proprietary technology platform, 'SmartCheck'. Since it commenced operations in the UK in 2003, the Group has processed in excess of 350,000 individual applications.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.

Chairman's Statement

Introduction

The interim period saw the successful completion of the Group's sale of 90% of ClearPay to ASX listed Afterpay, a global leader in online payments, with the transaction realising profit after tax of £7.7m. As well as generating a significant return on investment for Shareholders, the transaction also offers further significant upside potential from the retained 10% stake in Afterpay's UK business. A proportion of the 10% retained shareholding (up to 3.5% of the total share capital of ClearPay) will be made available to employees of ClearPay under an employee share ownership plan. Any such options will only be exercisable on an ultimate exit event or at such time as the Group no longer holds shares in ClearPay.

The Group remains focused on its core leasing business and continues to be highly attuned to emerging digital payment trends in order to meet evolving consumer and retailer demand for digital payment solutions in both existing and new markets. The Group's proprietary 'SmartCheck' solution is now largely invested, leaving the Group well placed to develop new partnerships and products.

The Group has a robust financing position, with net cash of £11.3m at 31 December 2018 (prior to payment of expected special dividend/capital return) and available headroom on its funding facilities of £53m.

Performance

Leasing volumes fell 61% to £2.7m (HY18: £7.0m) over the period, with the majority of this reduction experienced within our lower margin Flexible Leasing product. We are working with our partner Dixons Carphone to actively address this performance.

Revenues were 5% lower for the period at £3.8m (HY18: £4.0m) as the lower volumes in the period are offset by the majority of revenue for the period being derived from higher volumes in previous years.

Net profit after tax increased to £6.86 million (HY18 loss of £1.15 million), reflecting net loss after tax from continuing operations of £0.85 million (HY18 loss of £1.0 million), together with the loss after tax from discontinued operations of £0.16 million (HY18 loss of £0.11 million) and profit on the sale of 90% of ClearPay.

Operating costs decreased by 31% to £2.2m over the period, in alignment with current volume performance. The period of heavy investment in the development of the Group's platform and 'SmartCheck' technology is largely complete, and the business is well positioned to leverage this investment through, such as, its ability to develop customer-focused solutions. The sale of ClearPay also reduced the cost base.

Statutory earnings per share of 6.53 pence (HY18 loss of 1.09 pence per share) is largely due to the sale of 90% ClearPay.

The Group continues to have a good mix of consumer and business customers, in addition to being diversified by region and demography. The quality of the Group's underwriting procedures, as well as the small value of debt per customer and its high-quality credit customer portfolio continues to mitigate the risk to any adverse impact on its existing customers' financial position.

Position

As at 31 December 2018, lease receivables under management were £16.5m, with approximately 36,400 active customer contracts.

The Group held cash and cash equivalents of £11.3m at 31 December 2018, prior to the payment of the special dividend/capital return, reflecting the proceeds of the sale of 90% of ClearPay during this period (FY18: £2.5m).

The Group has sufficient headroom available to support volume growth of the business, with funding facilities totalling £70m in place of which less than 25% has been drawn leaving £53m available.

Partnerships

The Group continues its long-standing commercial relationship with Dixons Carphone, one of the UK's leading electrical and mobile phone retailers, through its leasing propositions.

ThinkSmart's innovative payments proposition can be integrated seamlessly both online and in-store, creating differentiation and advantage for retailers in high volume, low value sectors. The business is constantly looking at ways to best align products with customer behaviour. As such, alongside its partnership with Dixons Carphone, the Company is looking to partner with scale retailers in other sectors as part of its multi-faceted, multi-channel approach to growing and diversifying the business.

Growth strategy

The Group continues to focus on its digital proprietary technology platform 'SmartCheck' to develop its core capability in the provision of retailers of scale in the UK. The platform is secure, robust and highly scalable with the capability of processing in excess of 1 million transactions per month.

The Group's ability to innovate and leverage its proprietary technology and expertise has been successfully proven through the sale of ClearPay to Afterpay and ThinkSmart will continue to pursue its growth strategy through its existing retail partnership, as well as through diversifying into new markets and sectors. This may either be organically or through acquisition if a suitable opportunity arises.

Disposal of Shares in ClearPay

As announced on 23 August 2018, the Company's subsidiary, ThinkSmart Europe Limited ("TSE"), completed the sale of 90% of the issued shares in ClearPay to Afterpay for 1,000,000 shares in the capital of Afterpay. On 24 August 2018, the Company sold its initial tranche of 750,000 shares in the capital of Afterpay at a price of A$20 per share.

The Group received the second tranche of 250,000 shares in Afterpay, from the sale of ClearPay, on 25 February 2019 with a market value on that day of A$5 million (approx. £2.8 million). At the date of this announcement the Group had not sold any of the 250,000 shares.

Dividend

Following the announcement made on 14 November 2018, the Company has today announced that it will be distributing A$7,999,751.44 to shareholders (or depositary interest holders). Further details of the distribution are included in the separate announcement made today which, in summary, announces that this will be made in two payments, one for A$3,999,875.72 being a capital return and the other for A$3,999,875.72 being a special dividend with a record date of 15 March 2019 and payment date of 29 March 2019 for both payments.

Current Trading Update

Post the period end, trading continues broadly in line with the performance for continuing activities reported for the interim period.

Looking ahead, the business is well positioned to further leverage its proprietary IP for expansion into new products and markets, and to create value for shareholders.

Key Performance Indicators:

Consolidated Statement of Profit or Loss and Other Comprehensive Income

for the six months ended 31 December 2018

The attached notes form an integral part of these consolidated financial statements.

Consolidated Statement of Financial Position

as at 31 December 2018

The attached notes form an integral part of these consolidated financial statements.

Consolidated Statement of Changes in Equity

for the six months ended 31 December 2018

The attached notes form an integral part of these consolidated financial statements.

Consolidated Statement of Cash Flows

for the six months ended 31 December 2018

The attached notes form an integral part of these consolidated financial statements.

1. General Information

ThinkSmart Limited (the "Company" or "ThinkSmart") is a limited liability company incorporated in Australia. These consolidated interim financial statements ("interim financial statements") as at and for the six months ended 31 December 2018 comprise the Company and its subsidiaries (the "Group"). The Group is a for profit entity and its principal activity during the period was the provision of lease and rental financing services in the UK. The consolidated annual financial statements of the Group as and for the year ended 30 June 2018 are available upon request from the Company's registered offices at Suite 5, 531 Hay Street Subiaco, West Perth, WA 6008 or at www.thinksmartworld.com.

2. Basis of Preparation

(a) Statement of compliance

The Company is listed on the Alternative Investment Market ("AIM"), a sub-market of the London Stock Exchange. The financial information has been prepared in accordance with the AIM Rules for Companies and in accordance with this basis of preparation, including the significant accounting policies set out below.

The interim financial statements are general purpose financial statements which have been prepared and approved by the Directors in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001, and with IAS 34 Interim Financial Reporting as adopted by the EU (''Adopted IFRSs''). They do not include all of the information required for a complete set of annual financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 30 June 2018.

These interim financial statements were authorised for issue by the Board of Directors on 5 March 2019.

Accounting period

The accounting policies and method of computation followed in the interim financial statements are consistent with the last annual financial statements, unless otherwise stated below.

(b) Basis of measurement

The interim financial report has been prepared on the basis of historical cost, except for derivative financial instruments measured at fair value. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Sterling unless otherwise noted.

(c) Functional and presentation currency

These consolidated interim financial statements are presented in British Pounds, which is the Group's functional currency. The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/ Directors' Reports) Instrument 2016/191b and in accordance with that instrument, amounts in the consolidated financial statements and directors' report have been rounded off to the nearest thousand pounds, unless otherwise stated. Previous to the AIM listing the financial statements were presented in Australian Dollars.

(d) Going Concern

The Group has generated a net loss after tax from continuing operations of £0.85 million for the six months to 31 December 2018 (HY18 loss of £1.0 million). On 23 August 2018 the Group completed the sale of 90% of its shares in ClearPay Finance Ltd ("ClearPay") for 1,000,000 shares in Afterpay Touch Group Ltd ("Afterpay"), and on 24 August 2018 sold 750,000 of these shares for A$15,000,000. On 25 February 2019 the Group received the remaining 250,000 consideration shares in Afterpay. This has resulted in a net profit after tax of £6.86 million for the six months to 31 December 2018 and an excess of current assets over current liabilities of £12.27 million at 31 December 2018 including cash of £11.3 million (cash of £11 million at 1 March 2019). The board has approved that shareholders will be paid a special dividend/capital return of A$8 million whilst the business will ensure that it retains sufficient cash reserves for further expansion and product development opportunities.

To assess the adequacy of cash reserves held by the Group, the directors have prepared base and alternative cash flow forecasts for a period in excess of 12 months from the date of approval of these consolidated financial statements. Those forecasts reflect the expected special dividend/return of capital to shareholders, sale of remaining 250,000 shares in Afterpay which were received on 25 February 2019, effect of recent operating cost rationalisation and additional actions that the Board has committed to implement. In preparing the forecasts, the directors have considered scenarios assessing the impact of changes in volumes of the existing products, and also variances in the proceeds received from the sale of the second tranche 250,000 shares in Afterpay, on the working capital requirements of the Group. Notwithstanding volumes in the six months to 31 December 2018 being below those in the forecasts, both operating losses and cash are performing better than forecast due to higher inertia income and lower costs.

The cash flow forecasts prepared show that the Group's cash reserves remain above the Group's current £1 million bank covenant minimum cash balance throughout the forecast period without the need to raise any additional working capital.

(d) Going Concern (continued)

The directors have considered the concentration risk on Dixons Carphone as the sole provider of new business volumes following the sale of ClearPay, and the uncertainty regarding the cash flow impact of the sale of the second tranche 250,000 Afterpay shares.

The directors have also considered the impact that a 'no deal' Brexit could have on the Group and have made enquiries with Dixons Carphone regarding its Brexit planning given the concentration risk. As a result of these considerations and enquiries, the directors believe that there should be no material disruption to its business. The remaining key risk to the Group being a potential increase to the future credit losses on its existing portfolio of finance lease receivables and deposits held by funders. At 31 December 2018, the Group had, in total, £1.16 million of provisions against these credit losses. From a 'no deal' Brexit sensitivity perspective, if this were to happen and result in credit losses being 30% higher than provided then this would result in £0.38m of additional credit losses.

The directors are working to maximise the relationship with Dixons Carphone to improve volume performance, and are considering strategic options to diversify leveraging its well-invested technology platform and capabilities to explore new innovative products and partnerships in the coming year, and acknowledge that the success of these strategies is key for the longer term viability of the Group. The directors acknowledge that risk is an inherent part of doing business and believe the Group is well placed to manage its business risks noting that they are not all wholly within their control, and as a result the directors have also assessed the mitigating actions that are within their control. Consequently, after making enquires and considering the forecast and the alternative scenarios, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons they continue to adopt the going concern basis in preparing the consolidated financial statements.

(e) Accounting policies available for early adoption not yet adopted

There is one new standard, IFRS 16 which will be effective for annual periods beginning after 1 July 2019 and have not been applied in preparing this financial report. The Group does not plan to adopt this standard early and has assessed that there will be no material impact from the adoption of IFRS 16.

Assessment of the impact of IFRS 16 (Leases)

Application date of Standard - 1st January 2019 (1st July 2019 for Group)

Replaces IAS17, the standard introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. The Group currently only leases its office and company vehicles under operating leases. At the time of preparing this report the Group has assessed that there will be no material impact due to the adoption of IFRS 16 in future periods.

(f) New accounting policies adopted in the financial year

The following new and revised Standards and Interpretations were issued during the financial year and had no material impact on the accounts:

- IFRS 9 - Financial instruments. This standard replaces IAS 39. The Group's existing accounting policies for classification, measurement and impairment are in line with the new standard and as such the adoption of the new standard has caused no impact on these financial statements.

- IFRS 15 - Revenue from contracts with customers. IFRS 15 replaces current accounting standards IAS 18 Revenue and IAS 11 Construction Contracts. However, some forms of revenue fall outside the scope of IFRS 15, including revenue under IFRS 16 Leases (currently IAS 17) and IFRS 9 Financial Instruments (currently IAS 39). The Group's existing accounting policies for recognition of revenue from contracts with customers are in line with the new standard and so there is no impact on these financial statements.

3. Significant accounting policies

The accounting policies applied by the consolidated entity in this interim financial report are consistent with those disclosed in the consolidated annual financial report for the year ended 30 June 2018 other than as noted in note 2(f).

4. Critical accounting estimates and judgements

The preparation of interim financial reports requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing the consolidated interim financial report, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those disclosed in the consolidated annual financial report for the year ended 30 June 2018.

5. Financial risk management

The consolidated entity's financial risk management objectives and policies are consistent with those disclosed in the consolidated annual financial report for the year ended 30 June 2018.