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ECSC Group PLC Replacement: Interim Results

11/09/2019 10:50am

UK Regulatory (RNS & others)


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RNS Number : 9793L

ECSC Group PLC

11 September 2019

The following announcement replaces the announcement released at 07.00 today under RNS number 8934L. Within the Cash Flow section of the Financial Review, capital expenditure has been corrected to GBP0.07m (from GBP0.7m). All other details remain the same.

11 September 2019

ECSC Group plc

('ECSC' or the 'Company' or the 'Group')

Unaudited results for the six months ended 30 June 2019

and current trading update

ECSC Group plc (AIM: ECSC), a provider of cyber security services, announces its unaudited interim results for the six months ended 30 June 2019 and an update on current trading.

Highlights

-- Managed Services division revenue up 63% to GBP1.24m (2018: GBP0.77m) with Consulting Services division revenue down 23% to GBP1.19m (2018: GBP1.56m), resulting in total revenue for the six months of GBP2.63m (2018: GBP2.65m)

   --    Gross Profit increase of 18% to GBP1.44m (2018: GBP1.22m) 
   --    Adjusted* EBITDA** loss of GBP0.19m (2018: GBP0.49m) 
   --    59 new Consulting clients secured, an increase of 18% on 2018 
   --    Partner Programme generating 17% of new client wins and 4% of Consulting revenue 

Post-Period Highlights

   --    Strong growth of Consulting sales since period end 

-- Record revenue in July of GBP0.62m, up 42% on the same month prior year (2018: GBP0.44m), with circa GBP0.1m monthly adjusted EBITDA profit

   --    Record levels of Consulting bookings in Q3 and into Q4 
   --    Cash of GBP0.4m at 6 September and unutilised bank facilities of GBP0.5m 

-- Trading broadly in line with expectations for the full year, on track to reach EBITDA profitability

*Adjusted EBITDA excludes one-off charges and share based charges

**EBITDA is defined as Earnings before Interest, Tax, Depreciation and Amortisation

Ian Mann, CEO, commented:

"We are pleased that from the start of H2 the previously reported reduced level of consulting services demand has now been reversed, with consulting growth recovering strongly to match the continued growth in managed services recurring revenue and cyber incident response service."

David Mathewson, Non-Executive Chairman, commented:

"Since period end, the return to profit, positive cash flow, and strong Q3/4 outlook are testament to the continued improvements across the business. The recent release of the first significant GDPR related cyber security breach fines highlights the continued need for ECSC's proven expertise and long-established services which is now showing in our current trading."

Enquiries:

 
ECSC Group plc 
 David Mathewson (Non-Executive 
 Chairman)                            +44 (0) 1274 736 
 Ian Mann (Chief Executive Officer)    223 
Allenby Capital (NOMAD and Broker) 
 David Hart                           +44 (0) 203 3285 
 Nicholas Chambers                     656 
Alma PR (Financial PR) 
 Josh Royston 
 Hilary Buchanan                      +44 (0) 203 4050 
 Susie Hudson                          205 
 

For more information please visit the following: https://investor.ecsc.co.uk/

Chairman's Statement

As stated at our AGM on 19 June 2019, following the strong results achieved in 2018 including revenue growth of 35%, overall revenues to 31 May 2019 were flat compared with 2018. This level of activity continued for the remainder of the half year period, with overall revenues of GBP2.63m generated across the six months.

However, since the end of June 2019 we have seen a significant improvement in overall performance and a return to profitability. This includes a return to strong growth within the Consulting division reflected in record levels of consulting bookings in Q3 and into Q4. Therefore, we expect revenues for the 2019 financial year to be broadly in line with current market expectations, and still expect to be EBITDA profitable (excluding the impact of share-based payments) for the full year 2019.

We have now seen the first significant intentions to fine announced by the UK's Information Commissioners' Office (ICO) under the new GDPR regulations, with British Airways at GBP183m and Marriott International at GBP99m. This confirms the significant potential impact of breaches for organisations failing to adequately address cyber risk. The significant rise in ECSC's incident response revenues demonstrates more organisations recognising the need for expert help when their cyber security fails.

The ECSC Kepler Artificial Intelligence (AI) technology, released in 2018, and delivered through the global Security Operation Centres (SOCs), continues to be central to the growth in the Managed Services division. Clients increasingly recognise that 24/7/365 cyber security breach detection, and expert incident response, is vital to the protection of personal information and maintenance of critical IT systems. For all but the largest global organisations, the outsourcing of these critical functions is the logical choice, and ECSC has the technology, expertise and processes to deliver.

On behalf of the Board, I would like to thank all of our clients, staff, new channel partners and advisors for their continued support and commitment during the year.

ECSC is well positioned in a growing cyber security marketplace, and we look forward with confidence to broadening our base of clients and delivering improved operating results.

David Mathewson

Non-Executive Chairman

11 September 2019

Chief Executives Officer's Statement

Despite the UK economic uncertainty, and its short-term impact on consulting projects, we have focussed on continued improvement across all areas of the business. These have all contributed to the strong growth of the Managed Services division and, post-period end, record trading in Consulting.

Our post-IPO investment in the Managed Services division, in both establishing the UK and Australian Security Operations Centres (SOCs), and the development of the ECSC proprietary Artificial Intelligence (AI) software 'Kepler' continues to drive growth. This technology is used extensively within our security devices to enable the identification, assessment and alerting of critical security events to the SOC teams for analysis and reporting to clients. Our continued investment in R&D activities demonstrates our commitment to maintaining systems at the forefront of cyber security managed service offerings.

Our new Partner Programme allows typically IT Value Added Resellers to directly sell selected ECSC services whilst referring more complex projects to the ECSC sales team to deliver. As of the end of July 2019, 66 partners have signed up to the programme, generating more than 50 sales opportunities and contributing to both new client acquisition and revenue. The Board sees the continued expansion of the Partner Programme to have the potential to significantly increase growth in the future. Sales and marketing resources are being directed to support the growing Partner Programme.

Further improvements were made to the performance of the sales team, with a significant focus on management and ongoing training and development. Additional resource in the marketing team has also led to a 50% increase in marketing leads.

Cyber security testing continues to account for the largest proportion of our consulting sales, and is typically the initial starting point for any client looking to improve their cyber security for the first time. Commonly, initial testing engagements turn into further sales across multiple service lines as a result of the company's 'land and expand' strategy. This is a result of our consultative sales approach and comprehensive breadth of service.

Consulting and assessment against standards, including ISO 27001, PCI DSS, and Cyber Essentials, have continued as organisations are increasingly required to demonstrate external verification of their cyber security capabilities to their customers, partners, stakeholders, and the ICO. Billing rates for consulting days have been robust and consistent during the year.

We have continued to invest in ECSC proprietary software in the year, including continuing development of our Managed Services Artificial Intelligence (AI) software embedded within many of our managed devices. The focus remains on delivery of our technology through managed services, avoiding the issues end-users continue to have with other vendor companies where cyber security technology is being sold without appropriate in-house resource, expert management and effective 24/7 monitoring.

The UK cyber security market remains an attractive segment of the wider IT sector. Against this backdrop, we are confident that the organic growth strategy of ECSC remains appropriate. Managed Services remains the strategic focus of the Board, to build our recurring revenue streams and target the fastest growing segment of the market.

Key Performance Indicators

The following Key Performance Indicators were established in mid-2018 to enable meaningful future performance measurement. A measure of R&D has been added with these results:

 
                                                                    Jun        Dec       Jun 
       Performance                       Rationale                  2019       2018      2018 
         Indicator                                                (interim)   (full    (interim) 
                                                                               year) 
                           Measurement of the success 
Revenue Growth              of the organic growth strategy         (0.6%)      35%       43% 
-------------------------  ------------------------------------  ----------  ------- 
                           Visibility of the success of 
Managed Services            increasing the percentage of 
 Recurring Revenue          revenue from long-term recurring 
 Growth                     revenues                                 28%        46%       52% 
-------------------------  ------------------------------------  ----------  ------- 
                           Visibility of the success of 
Managed Services            increasing the percentage of 
 Recurring Revenue          revenue from long-term recurring 
 Proportion                 revenues                                 35%        29%       29% 
-------------------------  ------------------------------------  ----------  ------- 
Managed Service            Combined measurement of new            GBP2.7m    GBP2.5m   GBP2.4m 
 Order Book                 client contracts together with 
                            renewals of existing client 
                            contracts 
-------------------------  ------------------------------------  ----------  ------- 
Managed Services 
 Gross Margin              Delivery efficiency measurement          69%        53%       41% 
-------------------------  ------------------------------------  ----------  ------- 
Consulting                 Quasi-recurring from longer-term 
 Repeat Revenue             consulting clients                       77%       78%       78% 
-------------------------  ------------------------------------  ----------  ------- 
Consulting 
 Gross Margin              Delivery efficiency measurement          47%        57%       57% 
-------------------------  ------------------------------------  ----------  ------- 
Contract Liabilities       Contracted and invoiced revenue        GBP1.1m    GBP0.9m   GBP0.9m 
 (Deferred Income)          yet to be recognised 
-------------------------  ------------------------------------  ----------  ------- 
                           Investment in future cyber 
Research and Development    technologies, service enhancements 
 (of revenue)               and intellectual property              11.8%      8.5%       9.2% 
-------------------------  ------------------------------------  ----------  ------- 
 

We are delighted to report the post-period return to strong growth and profitability.

The team continues to acquire new clients, deliver quality service, develop our technologies, and build a solid base for continuing progress and improving financial performance.

Ian Mann

Chief Executive Officer

11 September 2019

Financial Review

Principal Activities

The principal activity of the Group during the period continued to be the provision of professional cyber security services, including Consulting, Managed Services and the sale of Vendor Products.

Comparative Financial Information

The Group applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated (see note 4).

 
                                       Unaudited  Unaudited      Audited 
                                        6 months   6 months         Year 
                                           ended      ended        ended 
                                         30 June    30 June  31 December 
                                            2019      2018*        2018* 
                                         GBP'000    GBP'000      GBP'000 
 
Revenue 
Consulting                                 1,193      1,557        3,122 
Managed Service                            1,244        765        1,745 
Vendor Products                               87        161          228 
Other                                        110        166          287 
                                           2,634      2,649        5,382 
-------------------------------------  ---------  ---------  ----------- 
 
Gross Profit 
Consulting                                   558        886        1,783 
Managed Service                              862        314          923 
Vendor Products                               16         31           42 
Other                                          4       (11)          (8) 
                                           1,440      1,220        2,740 
-------------------------------------  ---------  ---------  ----------- 
 
EBITDA (Adjusted)*                         (184)      (488)        (635) 
EBITDA**                                   (249)      (641)        (866) 
Operating (Loss)/ Profit (Adjusted)*       (474)      (664)      (1,027) 
Operating (Loss)/ Profit                   (539)      (817)      (1,258) 
 

* Adjusted Operating Loss and Adjusted EBITDA excludes one-off charges and share based charges

** EBITDA is defined as Earnings before Interest, Tax, Depreciation and Amortisation

Revenue & Organic Growth

Total revenue in the period ended 30 June 2019 was GBP2.63m, down 0.6% on the comparable prior period (revenue in the six months ended 30 June 2018 was GBP2.65m). Within this, Consulting revenue was down by 23% to GBP1.19m (June 2018: GBP1.56m).

Managed Services division revenue rose by 63% in the period to GBP1.24m (June 2018: GBP0.77m). Within this division, Incident Response revenues rose to GBP0.31m (June 2018: GBP0.03m) during the period.

Vendor Products revenue in the period falling by 46% to GBP0.09m, (June 2018: GBP0.17m), but remains small contributing only 3% of revenues.

Margin Generation

Gross Profit in the period was GBP1.44m at 55% margin (prior year interim period: GBP1.22m at 46% margin).

Consulting margin fell to 47% in the period (prior year interim period: 57%). The Board expects Consulting margin to more closely track the trend of revenue generated in the future.

Managed Services margin rose to 69% (prior year interim period: 41%), this increase is a direct result of new contracts utilising the capacity built in 2018 and the growth in incident response revenues.

EBITDA & Operating Loss

EBITDA (Adjusted) in the period was a loss of GBP0.19m (June 2018: loss of GBP0.49m). EBITDA in the period was a loss of GBP0.25m (June 2018: loss of GBP0.64m).

Operating Loss (Adjusted) in the period was GBP0.48m (June 2018: Operating loss of GBP0.66m). Operating Loss in the period was GBP0.54m (June 2018: operating loss of GBP0.82m).

Cash Flow

The cash balance at the start of the year was GBP0.65m. During the period, the cash balance has fallen due to the EBITDA loss (GBP0.25m), capital expenditure (GBP0.07m), and development costs (GBP0.09m).

The cash balance at 30 June 2019 was GBP0.19m and GBP0.4m as at 6 September 2019.

Balance Sheet

The Group's Balance Sheet at 30 June 2019 had Net Assets of GBP0.57m (June 2018: GBP1.41m)

Going Concern

The Directors have assessed the going concern status of the Group by reference to a number of factors. In particular, the Directors have considered the strong rate of growth in the cyber security market, that the business continues to attract new clients and is not overly dependent on any single client, that the business continues to retain key staff following the restructuring, that the business has no Corporation Tax liability to HMRC. The Group has also agreed an invoice discounting facility with Barclay's of GBP500,000. As at the 30 June 2019 this was unutilised.

In undertaking their review, the Directors have reviewed financial projections for the years ending 31 December 2019 and 2020, a review which assumed continued revenue growth and cost efficiency.

In the event that this revenue and cost performance is not achieved, the Directors have also considered a sensitivity analysis based on lower revenue growth and have formulated contingency plans for this scenario, which enable the Group to preserve its financial resources.

As such, the Directors have concluded that the cash balance at 30 June 2019 is sufficient to fund the ongoing growth and development of the Group and to meet its' liabilities as they fall due for at least the next 12 months.

IFRS 16

The Directors adopted the application of IFRS 16 "Leases" from 1 January 2019, using a modified retrospective approach. IFRS 16 introduced a single, on-balance sheet accounting model for lessees. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments

Further information on the impact of IFRS 16 is included in Note 4 to the Financial Statements.

David Mathewson

Non-Executive Chairman (Oversees the finance function)

11 September 2019

Consolidated Statement of Comprehensive Income

For the 6 months ended 30 June 2019

 
                                        Unaudited  Unaudited      Audited 
                                         6 months   6 months         Year 
                                            ended      ended        ended 
                                          30 June    30 June  31 December 
                                             2019      2018*        2018* 
                                  Note    GBP'000    GBP'000      GBP'000 
 
Revenue                            5        2,634      2,649        5,382 
Cost of Sales                             (1,194)    (1,429)      (2,642) 
Gross Profit                       5        1,440      1,220        2,740 
Other Income                                  103         79          152 
Sales & Marketing Costs                     (943)      (909)      (1,817) 
Administration Expenses                   (1,139)    (1,207)      (2,333) 
 
Operating (Loss)/Profit before 
 Exceptional Items                          (474)      (664)      (1,027) 
Share Based Payments                           65         54          111 
Exceptional Items                               -         99          120 
--------------------------------  ----  ---------  ---------  ----------- 
 
Operating Loss                              (539)      (817)      (1,258) 
Finance Income                                  -          -            1 
Finance Cost                                 (19)          -            - 
Loss before Taxation                        (558)      (817)      (1,257) 
Taxation Credit                    6           12         22           19 
Loss for the Period                         (546)      (795)      (1,238) 
--------------------------------  ----  ---------  ---------  ----------- 
 
Other Comprehensive Income                      -          - 
 
Total Comprehensive Income for 
 the Period                                 (546)      (795)      (1,238) 
--------------------------------  ----  ---------  ---------  ----------- 
 
Attributed to Equity Holders of 
 the Company 
 
(Loss)/Earnings per Share          7        pence      pence        pence 
Basic Loss per Share                        (6.0)      (8.7)       (13.6) 
Diluted Loss per Share                      (6.0)      (8.7)       (13.6) 
 

* The Group applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated (see note 4).

Consolidated Statement of Financial Position

As at 31 December 2018

 
                                      Unaudited  Unaudited      Audited 
                                       6 months   6 months         Year 
                                          ended      ended        ended 
                                        30 June    30 June  31 December 
                                           2019      2018*        2018* 
                                Note    GBP'000    GBP'000      GBP'000 
 
ASSETS 
 
Non-current Assets 
Intangible Assets                8          418        407          412 
Property, Plant and Equipment               370        469          427 
Right of use Assets                         946          -            - 
Deferred Tax Asset               6           15          7            4 
Total Non-current Assets                  1,749        883          843 
------------------------------  ----  ---------  ---------  ----------- 
 
Current Assets 
Inventory                                    39         28           18 
Trade and Other Receivables               1,243      1,144        1,123 
Corporation Tax Recoverable                 258        201          155 
Cash and Cash Equivalents        9          190      1,000          650 
Total Current Assets                      1,730      2,373        1,946 
------------------------------  ----  ---------  ---------  ----------- 
 
TOTAL ASSETS                              3,479      3,256        2,790 
------------------------------  ----  ---------  ---------  ----------- 
 
LIABILITIES 
 
Current Liabilities 
Trade and Other Payables                (1,928)    (1,800)      (1,709) 
Lease Liabilities                         (154)       (20)         (20) 
Total Current Liabilities               (2,082)    (1,820)      (1,729) 
------------------------------  ----  ---------  ---------  ----------- 
 
Non-current Liabilities 
Lease Liabilities                         (828)       (31)         (20) 
Total Non-current Liabilities             (828)       (31)         (20) 
------------------------------  ----  ---------  ---------  ----------- 
 
TOTAL LIABILITIES                       (2,910)    (1,851)      (1,749) 
------------------------------  ----  ---------  ---------  ----------- 
 
NET ASSETS                                  569      1,405        1,041 
------------------------------  ----  ---------  ---------  ----------- 
 
EQUITY 
Equity attributable to Owners 
 of the Parent: 
Share Capital                    11          91         91           91 
Share Premium Account            11       5,661      5,661        5,661 
Share Option Reserve             11         251        147          186 
Retained Earnings                11     (5,434)    (4,494)      (4,897) 
 
TOTAL EQUITY                                569      1,405        1,041 
------------------------------  ----  ---------  ---------  ----------- 
 

* The Group applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated (see note 4).

Consolidated Statement of Changes in Equity

For the 6 months ended 30 June 2019

 
                                                 Share    Share 
                                        Share  Premium   Option  Retained 
                                      Capital  Account  Reserve  Earnings    Total 
                                      GBP'000  GBP'000  GBP'000   GBP'000  GBP'000 
 
Balance as at 31 December 2018*            91    5,661      186   (4,897)    1,041 
IFRS 16 Adjustment (see note 4)             -        -        -         9        9 
------------------------------------  -------  -------  -------  --------  ------- 
 
Loss and Total Comprehensive Income 
Income for the year ended 30 June 
 2019                                       -        -        -     (546)    (546) 
 
Transactions with shareholders 
Share Based Payments                        -        -       65         -       65 
 
Balance as at 30 June 2019                 91    5,661      251   (5,434)      569 
------------------------------------  -------  -------  -------  --------  ------- 
 

*The Group applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated (see note 4).

Consolidated Cash Flow Statement

For the 6 months ended 30 June 2019

 
                                              Unaudited  Unaudited      Audited 
                                               6 months   6 months         Year 
                                                  ended      ended        ended 
                                                30 June    30 June  31 December 
                                                   2019      2018*        2018* 
                                        Note    GBP'000    GBP'000      GBP'000 
 
Cash Flow from Operating Activities 
 
(Loss) before Taxation                            (558)      (817)      (1,257) 
 
Adjustment for: 
Amortisation of Intangibles              8           85         73          175 
Depreciation                                        205        103          217 
Share Based Payment                                  65         54          111 
Lease payments                                     (98)          -            - 
Finance Costs                                        19          -            - 
 
Cash from Operating Activities 
 before 
changes in Working Capital                        (282)      (587)        (754) 
 
Change in Inventory                                (21)         25           35 
Change in Trade and Other Receivables             (220)       (94)        (148) 
Change in Trade and Other Payables                  219        185          111 
 
Cash used in Operating Activities                 (304)      (471)        (756) 
 
Corporation Tax received                              -          -          122 
 
Net Cash Flow used in Operations                  (304)      (471)        (634) 
--------------------------------------  ----  ---------  ---------  ----------- 
 
Acquisition of Property, Plant 
 and Equipment                                     (65)       (46)        (126) 
Development Costs capitalised            8         (91)       (80)        (187) 
 
Net Cash Flow used in financial 
 Activities                                       (156)      (126)        (313) 
--------------------------------------  ----  ---------  ---------  ----------- 
 
Net (decrease)/increase in Cash 
 & Cash Equivalents                               (460)      (597)        (947) 
--------------------------------------  ----  ---------  ---------  ----------- 
 
Cash & Cash Equivalents at beginning 
 of period                               9          650      1,597        1,597 
 
Cash & Cash Equivalents at end 
 of period                                          190      1,000          650 
--------------------------------------  ----  ---------  ---------  ----------- 
 

* The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated (see note 4)

Notes to the Financial Statements

For the 6 months ended 30 June 2019

   1.         Corporate Information 

ECSC Group plc is incorporated in England and Wales and quoted on the London Stock Exchange's Alternative Investment Market (AIM: ECSC). Further copies of these financial statements will be available at the Company's registered office: 28 Campus Road, Listerhills Science Park, Bradford, West Yorkshire, BD7 1HR. These condensed consolidated interim financial statements as at and for the six months ended 30 June 2019 were approved by the Board of Directors on 10 September 2019.

   2.         General Information 

These financial statements may contain certain statements about the future outlook of ECSC Group plc. Although the Directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

   3.         Basis of Preparation 

These interim financial statements for the period ended 30 June 2019 have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively 'IFRS') issued by the International Accounting Standards Board ('IASB') as adopted by the European Union ('adopted IFRS').

The financial statements for the period ended 30 June 2019 (and comparative) have been prepared on a consolidated basis. The consolidated financial statements present the results of the Company and its subsidiaries ('the Group') as if they formed a single entity. The financial statements of the Group and Company are both prepared in accordance with IFRS. They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of changes in the Group's financial position and performance since the last annual statements.

This is the first set of the Group's financial statements in which IFRS 16 has been applied. Changes to significant accounting policies are described in Note 4.

The financial statements have been presented in thousands of Pounds Sterling (GBP'000, GBP) as this is the currency of the primary economic environment that the Company operates in.

   4.         Accounting Policies 

The principal accounting policies applied in the preparation of the financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated.

   4.1       Basis of Accounting 

The financial statements have been prepared on the historical cost basis except as stated.

New standards, amendments to and interpretations to published standards

The Group adopted IFRS 16 Leases from 1 January 2019. IFRS 16 introduced a single, on-balance sheet accounting model for lessees. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments. Lessor accounting remains similar to previous accounting policies.

The Group has applied IFRS 16 using the modified retrospective approach, therefore the comparative information presented for 2018 has not been restated and is presented, as previously reported, under IAS 17 and related interpretations. The details of the changes in accounting policies are disclosed below.

Definition of a lease

Previously. The Group determined at contract inception whether an arrangement was or contained a lease under IAS 7 IFRIC 4 Determining Whether an Arrangement contains Lease. The Group now assesses whether a contract is or contains a lease based on the new definition of a lease. Under IFRS 16, a contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.

The Group has applied IFRS 16 only to contracts that were previously identified as leases. The Group has elected not to separate non-lease components and will instead account for the lease and non-lease components as a single lease component.

As a lessee

The Group leases a number of assets including properties and cars

As a lessee, the Group previously classified leases as operating or finance leases based on its assessment

On transition, for leases previously accounted for as operating leases with a remaining lease term of less than 12 months and for leases of low-value assets the Group has applied the optional exemptions to not recognise right-of-use assets but to account for the lease expense on a straight-line basis over the remaining lease term.

The Group has benefited from the use of hindsight for determining lease term when considering options to extend and terminate leases.

When measuring lease liabilities for leases that were classified as operating leases, the Group discounted lease payments using its incremental borrowing rate at 1 January 2019.

The rate applied are:

   --   Cars: 7.50% 
   --   Property: 4.25% 

On transition to IFRS16, the Group moved GBP9k from Accruals to retained earnings, which representing rent savings.

The following is a reconciliation of total operating lease commitments at 31 December 2018 to the lease liabilities recognised at 1 January 2019:

 
                                                          GBP'000  GBP'000 
Total operating lease commitments disclosed 
 at 31 December 2018                                                 1,155 
--------------------------------------------------------  ------- 
Recognised inclusions: 
--------------------------------------------------------  ------- 
 
  *    Lease components                                       115 
--------------------------------------------------------  ------- 
 
  *    Adjustments to commitments disclosures                  18 
--------------------------------------------------------  ------- 
 
Recognition exemptions: 
--------------------------------------------------------  ------- 
 
  *    Leases with remaining lease term of less than 12 
       months                                               (103) 
--------------------------------------------------------  ------- 
                                                                        29 
--------------------------------------------------------  ------- 
Operating lease liabilities before discounting                       1,184 
--------------------------------------------------------  ------- 
Discounted using incremental borrowing rate                          (178) 
--------------------------------------------------------  ------- 
Operating lease liabilities                                          1,006 
--------------------------------------------------------  ------- 
Finance lease obligations                                               40 
--------------------------------------------------------  ------- 
Total lease liabilities recognised under IFRS 
 16 at 1 January 2019                                                1,046 
--------------------------------------------------------  ------- 
 

Impacts for the period

As a result of initially applying IFRS 16, in relation to the leases that were previously classified as operating leases, the Group recognised GBP946k of right-of-use assets and GBP952k of lease liabilities as at 30 June 2019.

Also in relation to those leases under IFRS 16, the Group has recognised depreciation and interest costs, instead of operating lease expense. During the six months ended 30 June 2019, the Group recognised GBP91k of depreciation charges and GBP19k of interest costs from these leases.

For the impact of IFRS 16 on EBITDA, see Note 13.

   4.2       Going Concern 

The Directors have reviewed whether the Group has adequate resources to continue in operational existence for the foreseeable future. In conducting this review, the Directors have considered a range of factors, including the market prospects for cyber security services, client relationships and dependency, supplier relationships and dependency, actual or potential litigation, staff retention and reliance, relationships with HMRC and regulators, financing arrangements, historic trading and cash flow performance, current trading and cash flow performance, and future trading and cash flow expectations. In undertaking their review, the Directors have reviewed financial projections for the years ending 31 December 2019 and 2020, a review which assumed continued revenue growth and cost efficiency.

In the event that this revenue and cost performance is not achieved, the Directors have also considered a sensitivity analysis based on lower revenue growth and have formulated contingency plans for this scenario, which enable the Group to preserve its financial resources.

Based on this review, the Directors have concluded that the Group has adequate resources to meet its liabilities as they fall due and continue in operational existence for the foreseeable future, which is considered to be at least the next 12 months. Consequently, the Directors have adopted the going concern basis in preparing the interim financial statements.

   4.3       Revenue Recognition 

Performance obligations and timing of revenue recognition

Revenue comprises the sales value of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts. Revenue from the provision of Consulting services is recognised as services are rendered, based on the contracted daily billing rate and the number of days delivered during the period.

Revenue from Pre-paid contracts are deferred in the balance sheet and recognised on utilisation of service by the client. Pre-paid revenue is included within Consulting in note 5.

Revenue from Managed Services contracts includes:

Hardware and devise build - the hardware revenue is recognised on order in other revenue in note 6, any profit from hardware is deferred and recognised on a straight line basis over the term of the contract. Devise build is deferred and recognised on a straight line basis over the term of the contract.

Configuration and installation - is deferred and recognised on a straight line basis over the term of the contract.

Licensing - is deferred and recognised on a straight line basis over the invoice period.

Management and monitoring - is deferred and recognised on a straight line basis over the invoice period.

Revenue from the sale of products (vendor) is recognised when the significant risks and rewards of ownership have been transferred, which is considered to occur when the software or hardware product has been delivered to the client.

Determining the transaction price

The Group's revenue is derived from fixed price contracts and therefore the amount of revenues to be earned from each contract is determined by reference to those fixed prices.

Costs of obtaining long-term contracts and costs of fulfilling contracts

Commissions paid to sale staff for work in obtaining the Managed Service contracts are prepaid and amortised over the terms of the contract on a straight line basis.

Commissions paid to sale staff for work in obtaining the Prepaid Consulting are recognised in the month of invoice.

Contract Balances

 
                                 Contract     Contract     Contract     Contract 
                                   Assets       Assets  Liabilities  Liabilities 
                                  30 June  31 December      30 June  31 December 
                                     2019         2018         2019         2018 
                                  GBP'000      GBP'000      GBP'000      GBP'000 
 
At 1 January                           49            -        (949)        (829) 
Commission expensed during the 
 period                              (17)         (13)            -            - 
Commissions paid in advanced 
 of contract completion                17           62            -            - 
Recognised as revenue during 
 the period                                          -         1112         2129 
Invoiced in advanced of 
performance during period                            -      (1,275)      (2,249) 
                                       49           49      (1,112)        (949) 
-------------------------------  --------  -----------  -----------  ----------- 
 
   5.         Revenue and Segment Information 

The Group's principal revenue is derived from the provision of cyber security professional services.

During this period, the Directors received information on financial performance on a divisional basis. The Directors consider that there are three reportable operating segments: Consulting (including Remote Support services), Managed Services, and Vendor Products. There were a small number of other transactions recorded during each period which are not considered to be part of either of the three reportable operating segments. These are presented below within the 'Other' caption and are not significant.

The Directors do not receive any information on the financial position of each segment, including information on assets and liabilities. Accordingly, such information has not been presented.

The Group is not reliant on any single client, with no single client accounting for 10% or more of revenue. All revenue recognised is derived from external clients.

The Group's revenue and gross profit by operating segment for the year ended 30 June 2019 were as follows:

 
                        Unaudited  Unaudited      Audited 
                         6 months   6 months         Year 
                            ended      ended        ended 
                          30 June    30 June  31 December 
                             2019       2018         2018 
                          GBP'000    GBP'000      GBP'000 
 
Revenue 
Consulting                  1,193      1,557        3,122 
Managed Service             1,244        765        1,745 
Vendor Products                87        161          228 
Other                         110        166          287 
Total Revenue               2,634      2,649        5,382 
----------------------  ---------  ---------  ----------- 
 
Gross Profit 
Consulting                    558        886        1,783 
Managed Service               862        314          923 
Vendor Products                16         31           42 
Other                           4       (11)          (8) 
Gross Profit                1,440      1,220        2,740 
----------------------  ---------  ---------  ----------- 
 
Operating Loss              (539)      (817)      (1,258) 
Finance Income                  -          -            1 
Finance Cost                 (19)          -            - 
Loss before Taxation        (558)      (817)      (1,257) 
----------------------  ---------  ---------  ----------- 
 
   6.         Taxation 

Recognised in the Statement of Comprehensive Income

 
                                   Unaudited  Unaudited      Audited 
                                    6 months   6 months         Year 
                                       ended      ended        ended 
                                     30 June    30 June  31 December 
                                        2019       2018         2018 
                                     GBP'000    GBP'000      GBP'000 
Corporation Tax Charge/(Credit)            -          -            - 
Deferred Tax Credit                     (12)       (22)         (19) 
Total Tax Credit                        (12)       (22)         (19) 
---------------------------------  ---------  ---------  ----------- 
 

Reconciliation of Total Tax Charge Credit

 
                                    Unaudited  Unaudited      Audited 
                                     6 months   6 months         Year 
                                        ended      ended        ended 
                                      30 June    30 June  31 December 
                                         2019       2018         2018 
                                      GBP'000    GBP'000      GBP'000 
 
Loss before Tax                         (539)      (817)      (1,257) 
                                    ---------  ---------  ----------- 
UK Corporation at rate of 19%            (53)      (155)        (164) 
Expenses not deductible for tax 
 purposes                                   1          1            2 
Exercise of Share Options                   -          -         (14) 
Over/under provision in prior 
 period - Deferred Tax                   (12)       (22)         (19) 
Tax losses on which Deferred Tax 
 not recognised                            52        154          176 
Total Tax Credit                         (12)       (22)         (19) 
----------------------------------  ---------  ---------  ----------- 
 

Deferred Tax Assets & Liabilities

 
                                  Unaudited  Unaudited      Audited 
                                   6 months   6 months         Year 
                                      ended      ended        ended 
                                    30 June    30 June  31 December 
                                       2019       2018         2018 
                                    GBP'000    GBP'000      GBP'000 
Deferred Tax Assets                     126        134          119 
Deferred Tax Liabilities              (111)      (127)        (115) 
Deferred Tax - Net Liabilities           15          7            4 
--------------------------------  ---------  ---------  ----------- 
 

Deferred Tax Assets of GBP0.13m is recognised in respect of unutilised trading losses, Share Based Payments and short-term timing differences. Deferred Tax Liabilities of GBP0.11m arise on timing differences in the carrying value of certain of the Company's assets for financial reporting purposes and for corporation tax purposes. These will reverse as the fair value of the related assets are depreciated over time. Deferred Tax balances have been calculated at the rate of 17%, being the rate of Corporation Tax rate expected to be in force when the timing differences reverse.

Unutilised Trading Losses

The Company continues to carry forward unutilised trading losses of GBP4.96m (unutilised trading losses were GBP0.47m as at 30 June 2019). A Deferred Tax Asset of GBP0.80m has been recognised as at 30 June 2019 in respect of the unutilised trading losses. No further Deferred Tax Asset has been recognised because the Board envisages that a significant period of time will be required to generate sufficient profits to utilise the trading losses carried forward.

   7.         Earnings per Share 

Basic Earnings per Share is calculated by dividing the Profit for the period Attributable to Equity Holders of the Company by the weighted average number of Ordinary Shares outstanding during the period ('Basic Number of Ordinary Shares').

Diluted Earnings per Share is calculated by dividing the Profit for the period attributable to Equity Holders of the Company by the weighted average number of Ordinary Shares outstanding during the period plus the weighted average number of Ordinary Shares that would be issued on conversion of all the potential dilutive Ordinary Shares ('Diluted Number of Ordinary Shares'), subject to the effect of anti-dilutive potential shares being ignored in accordance with IAS 33.

Adjusted Earnings per Share is calculated by dividing Adjusted Profit by Diluted Number of Ordinary Shares.

The calculation of Basic, Diluted and Adjusted Earnings per Share is as follows:

 
                                      Unaudited  Unaudited      Audited 
                                       6 months   6 months         Year 
                                          ended      ended        ended 
                                        30 June    30 June  31 December 
                                           2019      2018*        2018* 
                                        GBP'000    GBP'000      GBP'000 
Net Profit attributable to Equity 
 Holders of the Company                   (546)      (795)      (1,238) 
Add back: Exceptional Costs                   -         99          120 
Add back: Share Based Payments               65         54          111 
Adjusted Profit                           (481)      (642)      (1,007) 
------------------------------------  ---------  ---------  ----------- 
 
Number of Ordinary Shares ('000) 
Initial Weighted Average                  9,098      8,994        9,047 
Exercise Share Option                         -         14           14 
Equity Warrant                                -         90           37 
------------------------------------  ---------             ----------- 
Basic Number of Ordinary Shares           9,098      9,098        9,098 
Weighted Average Dilutive Shares 
 in Period                                  598        261          458 
Diluted Number of Ordinary Shares         9,696      9,359        9,556 
------------------------------------  ---------  ---------  ----------- 
 
Earnings (Loss) per Share (pence): 
Basic Earnings per Share                  (6.0)      (8.7)       (13.6) 
Diluted Earnings per Share**              (6.0)      (8.7)       (13.6) 
Adjusted Earnings per Share               (5.3)      (7.4)       (11.1) 
 

* The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated (see note 4).

** In accordance with IAS 33, the effect of anti-dilutive potential shares has been ignored

During the year ended 31 December 2018, Ordinary Shares were issued as follows:

-- On 27 April 2018, David Mathewson, Non-Executive Chairman exercised his options over 6,411 ordinary shares in the Company at nil cost per share.

-- On 2 May 2018, Former Director exercised options of 8,041 ordinary shares in the Company at nil cost per share.

This share issue is taken into account in calculating the Basic Number of Ordinary Shares.

During the year ended 31 December 2018, the following dilutive events have occurred:

-- On 18 April 2018, the Company granted options of 200,000 Ordinary Shares to the Non-Executive Directors.

-- On 7 August 2018, the Company granted options over 185,000 Ordinary Shares to selected employees, of which 180,000 remain outstanding at year end.

These dilutive events are taken into account in calculating Diluted Number of Ordinary Shares.

   8.         Intangible Assets 

GROUP & COMPANY

Development Costs

 
Costs                  GBP'000 
 
As at 1 January 2018       704 
Additions                  187 
As at 31 December 
 2018                      891 
---------------------  ------- 
 
As at 1 January 2019       891 
Additions (6 months)        91 
As at 30 June 2019         982 
---------------------  ------- 
 
Amortisation 
 
As at 1 January 2018       304 
Charge                     175 
As at 31 December 
 2018                      479 
---------------------  ------- 
 
As at 1 January 2019       479 
Charge (6 months)           85 
As at 30 June 2019         564 
---------------------  ------- 
 
Net Book Value 
 
As at 31 December 
 2018                      412 
---------------------  ------- 
 
As at 30 June 2019         418 
---------------------  ------- 
 
   9.         Cash & Cash Equivalents 
 
                          Unaudited  Unaudited      Audited 
                              GROUP      GROUP        GROUP 
                              As at      As at        As at 
                            30 June    30 June  31 December 
                               2019       2018         2018 
                            GBP'000    GBP'000      GBP'000 
Cash & Cash Equivalents         190      1,000          650 
                          ---------  ---------  ----------- 
 
   10.       Secured Facilities 

The Group has been provided with payments facilities by Barclays Bank plc, including a BACS payment facility and a credit card facility.

Barclay's are also providing an invoice discounting facility of GBP500,000.

These payment facilities are secured by a debenture in favour of Barclays that creates fixed and floating charges over the assets of the Company.

   11.       Share Capital 

Ordinary Share Capital

During the period ended 30 June 19, the movement in Share Capital was:

 
Ordinary Shares               Number of       Number of    Ordinary Share 
                             Authorised   Shares Issued   Capital GBP'000 
                                 Shares       and Fully 
                                                   Paid 
 
As at 1 January 2018         11,992,131       9,084,072                91 
 
Exercise of Share Options             -          14,425                 - 
 
As at 31 December 2018       11,992,131       9,098,497                91 
--------------------------  -----------  --------------  ---------------- 
 
As at 1 January 2019         11,992,131       9,098,497                91 
 
As at 30 June 2019           11,992,131       9,098,497                91 
--------------------------  -----------  --------------  ---------------- 
 

On 27 April 2018, David Mathewson, Non-Executive Chairman exercised options over 6,411 Ordinary Shares at nil cost per share.

On 2 May 2018, a former Director exercised options over 8,041 Ordinary Shares at nil cost per share.

Share Premium Account

The balance of the Share Premium Account represents amounts received in excess of the nominal value (1 pence per share) of Ordinary Shares. This account is non-distributable.

Share Option Reserve

The balance of the Share Option Reserve represents the accumulated amounts charged to the Statement of Comprehensive Income in respect of Share Based Payments. This reserve is non-distributable.

Retained Earnings

The balance of the Retained Earnings account represents the accumulated retained profits or losses of the Group. This account is a distributable reserve, provided that the accumulated balance is positive.

   12.       Controlling Party 

ECSC Group plc does not have an ultimate controlling party.

   13.        Adjusted (Loss)/Profit before Taxation and Adjusted EBITDA 

Adjusted (Loss)/Profit before Taxation

 
                                Unaudited  Unaudited      Audited 
                                 6 months   6 months         Year 
                                    ended      ended        ended 
                                  30 June    30 June  31 December 
                                     2019      2018*        2018* 
                                  GBP'000    GBP'000      GBP'000 
Loss before Taxation                (558)      (817)      (1,257) 
Share Based Payments                   65         54          111 
Exceptional Items                       -         99          120 
Adjusted (Loss)/Profit before 
 Taxation                           (493)      (664)      (1,026) 
------------------------------  ---------  ---------  ----------- 
 

Adjusted EBITDA:

 
                                Unaudited  Unaudited      Audited 
                                 6 months   6 months         Year 
                                    ended      ended        ended 
                                  30 June    30 June  31 December 
                                     2019      2018*        2018* 
                                  GBP'000    GBP'000      GBP'000 
Operating Loss                      (539)      (817)      (1,258) 
------------------------------  ---------  ---------  ----------- 
Depreciation and Amortisation         290        176          392 
EBITDA**                            (249)      (641)        (866) 
------------------------------  ---------  ---------  ----------- 
Share Based Payments                   65         54          111 
Exceptional Items                       -         99          120 
EBITDA (Adjusted)                   (184)      (488)        (635) 
------------------------------  ---------  ---------  ----------- 
 
 
                            Unaudited  Unaudited      Audited 
                             6 months   6 months         Year 
                                ended      ended        ended 
                              30 June    30 June  31 December 
                                 2019      2018*        2018* 
                              GBP'000    GBP'000      GBP'000 
Operating Loss                  (539)      (817)      (1,258) 
--------------------------  ---------  ---------  ----------- 
Share Based Payments               65         54          111 
Exceptional Items                   -         99          120 
Operating Loss (Adjusted)       (474)      (664)      (1,027) 
--------------------------  ---------  ---------  ----------- 
 

* The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated (see note 4).

   14.    Subsidiary Undertakings 

ECSC Group plc currently has the following wholly-owned subsidiaries, which are incorporated and registered in England and Wales:

 
 Name of Subsidiary   Registered Office      Date of Incorporation   Principal Activity 
 
 ECSC Services        28 Campus Road         18 April 2017           Dormant 
  Limited              Listerhills Science 
                       Park 
                       Bradford 
                       BD7 1HR 
 
 ECSC Labs Limited    28 Campus Road         18 April 2017           Dormant 
                       Listerhills Science 
                       Park 
                       Bradford 
                       BD7 1HR 
 
 ECSC Australia       28 Campus Road         29 September 2016       Intermediary holding 
  Limited              Listerhills Science                            company 
                       Park 
                       Bradford 
                       BD7 1HR 
 

ECSC Australia Limited currently has the following wholly-owned subsidiary, which is incorporated and registered in Australia:

 
 Name of Subsidiary   Registered Office   Date of Incorporation   Principal Activity 
 
 ECSC Australia       Governor Phillip    20 March 2017           Provision of professional 
  Pty Limited          Tower Level 36                              cyber security 
                       1 Farrer Place                              services 
                       Sydney 
                       NSW 2000 
 

The share capital of each Group entity is as follows:

 
 Entity              Ordinary Shares   Nominal Value   Investment at 
                            in Issue                            Cost 
 ECSC Services               1 share            GBP1            GBP1 
  Limited 
 ECSC Labs Limited           1 share            GBP1            GBP1 
 ECSC Australia              1 share            GBP1            GBP1 
  Limited 
 ECSC Australia           100 shares           AUD 1         AUD 100 
  Pty Limited 
 
 Total                                                         GBP60 
 

* AUD = Australian dollars

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

IR CKDDQCBKKACD

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September 11, 2019 05:50 ET (09:50 GMT)

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