TIDMECSC

RNS Number : 7102A

ECSC Group PLC

27 September 2022

27 September 2022

ECSC Group plc

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

Unaudited interim results for the six months ended 30 June 2022

ECSC Group plc (AIM: ECSC), the provider of cyber security services, announces its unaudited interim results for the six months ended 30 June 2022.

Financial Highlights

   --    MDR order book up 30% to GBP2.9m (31 December 2021: GBP2.2m) 
   --      Group revenue of GBP2.77m (H1 2021: GBP3.01m) 

-- Assurance division (testing, standards and certification services) revenue of GBP1.48m (H1 2021: GBP1.49m)

Post-Period Highlights

   --    Mid-Sept 2022 Assurance booking level up 30% upon the year-to-date mid-month average 
   --    Appointment of new CEO 
   --    Return to a level of MDR new service wins comparable to pre-COVID levels 
   --    Partnership with Securonix, joining their global Managed Service Provider (MSP) programme 

Matthew Briggs, Chief Executive Officer of ECSC, commented:

"H1 was a challenging period, however, we have a firm handle on what caused the under performance. Some changes have already been implemented. With several more tactical and strategic initiatives now identified and being executed, I am expecting to see improvements in H2 with further improvements during 2023."

Enquiries:

 
ECSC Group plc 
 Ian Mann (Executive Chairman) 
 Matthew Briggs (Chief Executive 
 Officer)                            +44 (0) 1274 736 223 
Allenby Capital (NOMAD and Broker) 
 David Hart 
 Piers Shimwell                      +44 (0) 203 3285 656 
 

Notes to Editors:

Founded in 2000, ECSC Group plc (AIM: ECSC) is the UK's longest running full-service cyber security service provider. With an extensive range of in-house developed proprietary technologies, including advanced Artificial Intelligence (AI) systems, ECSC provides expert security breach prevention and advisory support to organisations across all sectors.

ECSC operates from two Security Operations Centres (SOCs): one in Yorkshire, UK, and the other in Brisbane, Australia. ECSC offers flexible 24/7/365 cyber security monitoring, detection, and response support to its clients, either as a fully managed service or to enhance an organisation's existing cyber security systems. In addition, ECSC's Assurance division provides guidance, certification to industry standards, and extensive testing services to allow organisations to assess their cyber security protection.

ECSC is led by a highly experienced senior management team with over 80 years' combined experience within the company and has delivered consecutive organic growth for the last 20 years.

The Company's broad client base ranges from e-commerce start-ups to global blue-chip organisations, including 10% of the FTSE 100.

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

Chairman's Statement

Following fresh challenges in H1, I am pleased to see how the group has responded, as reflected in the recent MDR recurring revenue wins and the current level of Assurance consulting bookings. Increases of 30% in both MDR order book and current Assurance booking levels illustrate the up-turn we are seeing on a range of internal KPIs.

There is now strong evidence that post COVID-19, cyber security has returned as the number one priority for most organisational boards. ECSC is the ideal partner to advise and secure these organisations.

I am delighted with the recent appointment of Matthew Briggs as our new Chief Executive Officer (CEO). He brings a wealth of senior commercial experience, placing him in an ideal position to lead us through the next stage of our development. As a previous client of ECSC, with a good understanding of our services, he has worked rapidly to understand the opportunities for the group and brought with him the highest expectations for the whole team.

We intend to fully report the current, and planned, board structure in our annual report. However, in line with QCA guidance, my position as Chairman will be temporary, and reviewed in light of future non-executive appointments.

On behalf of the Board, I would like to thank all of our clients, staff, partners and wider stakeholders for their continued support.

Ian Mann

Executive Chairman

27 September 2022

Chief Executive Officer's Statement

Having commenced the CEO role in August this year, I am still identifying the mission critical tasks which need to be executed along with their sequencing. That said, our overall focus on profitable, sustainable growth remains unaltered and very much central to our strategic intentions.

It is clear from what has been observed so far, and what I know of the market, that there are significant opportunities for ECSC. And whilst at a macro level, there may be some headwinds from inflation, cost of living, salary costs and interest rate rises, history tells us that the cyber security industry is resilient compared to many other sectors.

Some of the areas which will be getting my attention over the coming weeks and months include re-energising the culture of our people and ensuring they feel empowered to deliver very clearly defined targets and objectives. We will be implementing enhanced KPIs and reporting to ensure full performance transparency exists across the business. We will also be co-creating our 3 year business strategy. Essentially, this will produce a roadmap for how we will stay relevant and appealing so we deliver P&L growth over the coming years, whilst also ensuring we don't get distracted from business as usual activities.

Two particular aspects which have struck me since joining are that firstly, the business has been very inward looking. In turn, understanding a client's wants and needs and competitor intelligence is lacking. However, with the combination of Ian's new role and my connections we can remedy this in relativity short order. Secondly, ECSC has many significant opportunities to build different partner relationships, moving away from IT resellers towards like minded 'trusted advisor' businesses. From a standing start since I joined, we already have over 25 conversations in play many of which are with blue chip brand's with extensive client banks potentially interested in offering our services to their clients.

Whilst revenue growth during 2022 will not have been at a level the Board would have wished, one of the overwhelming reasons for me joining ECSC was the opportunity for significant profitable growth, and the early signs are indicating that this is within our gift.

Key Performance Indicators

The following Key Performance Indicators:

 
                                                                    Jun        Dec       Jun 
       Performance                       Rationale                  2022       2021      2021 
         Indicator                                                (interim)   (full    (interim) 
                                                                               year) 
                           Measurement of the success 
Revenue Growth*             of the organic growth strategy          -8%        8%        15% 
                           Visibility of the success of 
Managed Detection           increasing the percentage of 
 and Response Recurring     revenue from long-term recurring 
 Revenue Growth*            revenues                                 -17%       7%        12% 
                           Visibility of the success of 
Managed Detection           increasing the percentage of 
 and Response Recurring     revenue from long-term recurring 
 Revenue Proportion         revenues                                 39%        42%       44% 
Managed Detection          Combined measurement of new            GBP2.9m    GBP2.2m   GBP2.7m 
 and Response Order         client contracts together with 
 Book                       renewals of existing client 
                            contracts 
Managed Detection 
 and Response Gross 
 Margin                    Delivery efficiency measurement          46%        61%       64% 
Assurance Repeat           Quasi-recurring from longer-term 
 Revenue                    consulting clients                      87%        81%       83% 
Assurance Gross 
 Margin                    Delivery efficiency measurement          58%        63%       61% 
Research and Development   Investment in future cyber 
 (percentage of             technologies, service enhancements 
 Group revenue)             and intellectual property               18%        15%       16% 
 

* Percentage change when compared to the prior comparable period.

Matthew Briggs

Chief Executive Officer

27 September 2022

Financial Review

Principal Activities

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

 
                                Unaudited  Unaudited      Audited 
                                 6 months   6 months   Year ended 
                                  30 June    30 June  31 December 
                                     2022       2021         2021 
                                  GBP'000    GBP'000      GBP'000 
Revenue 
Assurance                           1,476      1,489        3,123 
MDR                                 1,218      1,450        2,886 
Vendor Products                        45         49           93 
Other                                  31         19           42 
                                    2,770      3,007        6,144 
Gross Profit 
Assurance                             860        905        1,965 
MDR                                   561        932        1,757 
Vendor Products                         7          8           15 
Other                                (33)       (29)         (63) 
                                    1,395      1,816        3,674 
Adjusted EBITDA* 
Other Income                          140        117          282 
Sales & Marketing Costs             (859)    (1,025)      (2,018) 
Administration Expenses           (1,040)      (889)      (1,773) 
                                    (364)         19          165 
EBITDA** 
Share Based Payments                 (24)       (69)        (100) 
Exceptional Items                   (137)       (26)        (145) 
                                    (525)       (76)         (80) 
 
Depreciation and Amortisation       (197)      (206)        (400) 
 
Adjusted Operating Loss*            (561)      (187)        (235) 
Operating Loss                      (722)      (282)        (480) 
 

* 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 2022 was GBP2.77m, down 8% on the comparable prior period (revenue in the six months ended 30 June 2021 was GBP3.01m). Within this, Assurance revenue was down 1% to GBP1.48m (June 2021: GBP1.49m).

Managed Detection and Response division revenue was down by 16% to GBP1.22m (June 2021: GBP1.45m). This was due to MDR pipeline issues caused by COVID which are now resolved. Within this division, Incident Response revenues decreased to GBP0.09m (June 2021: GBP0.14m) during the period.

Vendor Products revenue remained at GBP0.05m, (June 2021: GBP0.05m), and remains a small part of ECSC's business, contributing only 2% of revenues.

Margin Generation

Gross Profit in the period was GBP1.40m representing a 50% gross margin (prior year interim period: GBP1.82m representing a 60% gross margin).

Assurance margin fell to 58% in the period (prior year interim period: 61%). This was due to a 5% increase in costs over the prior period.

Managed Detection and Response margin fell to 46% (prior year interim period: 64%) due to a 16% decrease in revenue and a 27% increase in costs due to wage inflation and additional headcount in the MDR division during the period.

EBITDA & Operating Loss

Adjusted EBITDA for the period, which excludes one-off charges and share based charges, was a loss of GBP0.36m (June 2021: Adjusted EBITDA profit of GBP0.02m). EBITDA in the period was a loss of GBP0.53m (June 2021: EBITDA loss of GBP0.08m).

Adjusted Operating loss in the period was GBP0.56m (June 2021: Adjusted Operating loss of GBP0.19m). The Operating loss in the period was GBP0.72m (June 2021: Operating loss of GBP0.28m).

Cash Flow

Cash and cash equivalents decreased by GBP0.87m to GBP0.30m as at 30 June 2022, primarily due to wage inflation pressures and reduced revenues compared to the prior year.

During H1 2022, the Group took action to reduce cash burn by cost control, resulting in costs of over GBP500k per year being removed from the business.

The Group will continue to prioritise cash management and closely monitor this to ensure that the Group has adequate liquidity to meet all of its financial commitments as they arise. The budget figures are closely monitored against actuals on a monthly basis. Variances that may arise are discussed at Board level on a monthly basis. The Directors also consider a sensitivity analysis based on lower revenue growth and margins achieved and have formulated appropriate contingency plans which enable the Group to preserve its financial resources.

Gemma Basharan

Chief Financial Officer

27 September 2022

Consolidated Statement of Comprehensive Income

For the 6 months ended 30 June 2022

 
                                          Unaudited  Unaudited      Audited 
                                           6 months   6 months         Year 
                                              ended      ended        ended 
                                            30 June    30 June  31 December 
                                               2022       2021         2021 
                                    Note    GBP'000    GBP'000      GBP'000 
 
Revenue                              5        2,770      3,007        6,144 
Cost of Sales                               (1,375)    (1,191)      (2,470) 
Gross Profit                                  1,395      1,816        3,674 
Other Income                         6          140        117          282 
Sales & Marketing Costs                       (859)    (1,025)      (2,018) 
Administration Expenses                     (1,398)    (1,190)      (2,418) 
 
Operating Loss before Exceptional 
 Items                                        (561)      (187)        (235) 
Share Based Payments                             24         69          100 
Exceptional Items                               137         26          145 
 
Operating Loss                                (722)      (282)        (480) 
Finance Cost                                   (62)       (20)         (42) 
Loss before Taxation                          (784)      (302)        (522) 
Taxation Credit/ (Charge)                        69       (21)          (5) 
Loss for the Period                           (715)      (323)        (527) 
 
Other Comprehensive Income                        -          -            - 
 
Total Comprehensive Loss for the 
 Period                                       (715)      (323)        (527) 
 
Attributed to Equity Holders 
 of the Company 
 
Loss Earnings per Share                       pence      pence        pence 
Basic Loss per Share                 7        (7.1)      (3.2)        (5.3) 
Diluted Loss per Share               7        (7.1)      (3.2)        (5.3) 
 

Consolidated Statement of Financial Position

As at 30 June 2022

 
                                           Unaudited       Unaudited         Audited 
                                      6 months ended  6 months ended  6 months ended 
                                        30 June 2022    30 June 2021     31 December 
                                                                                2021 
                                Note         GBP'000         GBP'000         GBP'000 
 
ASSETS 
 
Non-current Assets 
Intangible Assets                8               521             489             483 
Property, Plant and Equipment                     76             103              88 
Right of use Assets                              571             677             613 
Deferred Tax Asset                               224             139             147 
Total Non-current Assets                       1,392           1,408           1,331 
 
Current Assets 
Inventory                                         13               9               9 
Trade and Other Receivables                      643             719             675 
Corporation Tax Recoverable                      429             333             289 
Cash and Cash Equivalents        9               299             591           1,168 
Total Current Assets                           1,384           1,652           2,141 
 
TOTAL ASSETS                                   2,776           3,060           3,472 
 
LIABILITIES 
 
Current Liabilities 
Trade and Other Payables                     (1,523)         (1,799)         (1,489) 
Borrowings                                     (189)               -           (105) 
Lease Liabilities                              (104)           (119)           (107) 
Total Current Liabilities                    (1,816)         (1,918)         (1,701) 
 
Non-current Liabilities 
Deferred Tax Liability                         (132)           (132)           (124) 
Borrowings                                     (770)               -           (858) 
Lease Liabilities                              (528)           (616)           (568) 
Total Non-current Liabilities                (1,430)           (748)         (1,550) 
 
TOTAL LIABILITIES                            (3,246)         (2,666)         (3,251) 
 
NET (LIABILITIES) /ASSETS                      (470)             394             221 
 
EQUITY 
Equity attributable to Owners 
 of the Parent: 
Share Capital                                    100             100             100 
Share Premium Account                              -           6,098               - 
Share Option Reserve                             516             461             492 
Retained Earnings                            (1,086)         (6,265)           (371) 
 
TOTAL EQUITY                                   (470)             394             221 
 

Consolidated Statement of Changes in Equity

For the 6 months ended 30 June 2022

 
                                              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 2020         100    6,098      392   (5,942)      648 
 
Loss and Total Comprehensive: 
Total comprehensive loss for the 
 year                                    -        -        -     (527)    (527) 
Transactions with shareholders 
Share Based Payments                     -        -      100         -      100 
Reduction of capital                        (6,098)              6,098        - 
Balance as at 31 December 2021         100        -      492     (371)      221 
 
Loss and Total Comprehensive: 
Total comprehensive loss for the 
 year                                    -        -        -     (715)    (715) 
Transactions with shareholders 
Share Based Payments                     -        -       24         -       24 
 
Balance as at 30 June 2022             100        -      516   (1,086)    (470) 
 

Consolidated Cash Flow Statement

For the 6 months ended 30 June 2022

 
                                               Unaudited  Unaudited      Audited 
                                                6 months   6 months         Year 
                                                   ended      ended        ended 
                                                 30 June    30 June  31 December 
                                                    2022       2021         2021 
                                        Note     GBP'000    GBP'000      GBP'000 
 
Cash Flow from Operating Activities 
 
Loss before Taxation                               (784)      (302)        (522) 
 
Adjustment for: 
Amortisation of Intangibles                           93         79          166 
Depreciation of right-of use asset                    66         80          143 
Depreciation of Property, Plant 
 and Equipment                                        38         47           91 
Loss/ (gain) on Disposal of Asset                      -          4            4 
Finance Costs                                         62         20           42 
Share Based Payment                                   24         69          100 
Cash (used in)/generated from 
 Operating Activities 
Before changes in Working Capital                  (501)        (3)           24 
 
Change in Inventory                                  (4)          -            - 
Change in Trade and Other Receivables              (108)       (25)        (146) 
Change in Trade and Other Payables                    34      (286)        (624) 
 
Cash (used in)/generated from 
 Operating Activities                              (579)      (314)        (746) 
 
Corporation Tax received                               -          -          209 
 
Net Cash Flow (used in)/generated 
 from Cash flow 
from investing activities                          (579)      (314)        (537) 
 
Acquisition of Property, Plant 
 and Equipment                                      (27)        (5)         (34) 
Development Costs Capitalised                      (131)      (113)        (194) 
 
Net Cash Flow used in Investing 
 Activities                                        (158)      (118)        (228) 
 
Cash flow from financing activities 
 
Principal paid on lease liabilities                 (80)       (97)        (172) 
Interest paid on loans and borrowings               (52)        (2)          (2) 
Proceeds from issue of loan                            -          -          985 
Net Cash (used in)/generated 
 from Financing Activities                         (132)       (99)          811 
 
Net increase/ (decrease) in Cash 
 & Cash Equivalents                                (869)      (531)           46 
 
Cash & Cash Equivalents at beginning 
 of period                                         1,168      1,122        1,122 
 
Cash & Cash Equivalents at end 
 of period                                           299        591        1,168 
 
 

Notes to the Financial Statements

For the 6 months ended 30 June 2022

   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 2022 were approved by the Board of Directors on 26 September 2022.

   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 2022 have been prepared in accordance with UK adopted international accounting standards (collectively 'UKIAS) and as applied in accordance with the provisions of the Companies Act 2006.

The financial statements for the period ended 30 June 2022 (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 UKIAS. They do not include all of the information required for a complete set of UK 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.

Alternative performance measures (APM)

In the reporting of financial information, the Directors have adopted the APM 'Adjusted EBITDA' (APMs were previously termed 'Non-GAAP measures'), which is not defined or specified under International Financial Reporting Standards (IFRS).

This measure is not defined by IFRS and therefore may not be directly comparable with other companies' APMs, including those in the Group's industry. APMs should be considered in addition to, and are not intended to be a substitute for, or superior to, IFRS measurements.

Purpose

The Directors believe that this APM assists in providing additional useful information on the underlying trends, performance and position of the Group. This APM is also used to enhance the comparability of information between reporting periods and business units, by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid the user in understanding the Group's performance.

Consequently, APMs are used by the Directors and management for performance analysis, planning, reporting and incentive setting purposes and this remains consistent with the prior year. Adjusted APMs are used by the Group in order to understand underlying performance and exclude items which distort compatibility, as well as being consistent with public broker forecasts and measures (see note 10).

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.

   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.

The budget figures continue to be closely monitored against actuals on a monthly basis. Variances that may arise are discussed a Board level on a monthly basis during a review of the monthly numbers. 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.

During H1 the Group took action to reduce cash burn by cost control, costs of over GBP500k were removed from the business.

As at 30 June 2022, the Group had cash and cash equivalents of GBP0.30m (2021: GBP0.59m) and achieved an Adjusted EBITDA loss of GBP0.36m (2021: profit of GBP0.02m) and an operating loss of GBP0.72m (2021: GBP0.28m).

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 

The core principle is that revenue should only be recognised as the client receives the benefit of the goods or services provided under a commercial contract, in an amount that reflects the consideration to which the provider expects to be entitled for the transfer of the goods or services.

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 Assurance in note 5. Revenue from MDR contracts includes:

Hardware - hardware revenue is recognised on delivery and is included within other revenue as set out in note 5. This is when control of hardware passes to the customer.

Device build - Device build revenue is deferred and recognised on a straight line basis over the term of the contract.

Licensing - deferred and recognised on a straight line basis over the invoice period, due to the performance obligation not being considered distinct from management and monitoring performance obligation.

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

Performance obligations and timing of revenue recognition

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

Revenue from the sale of products (vendor) is recognised when control passes to the customer, 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 sales staff for work in obtaining Managed Service contracts are prepaid and amortised over the terms of the contract on a straight line basis.

Commissions paid to sales staff for work in obtaining the Prepaid Consultancy contracts are recognised in the month of invoice.

These costs are recognised in the Consolidated Statement of Comprehensive Income within Sales & Marketing costs.

Contract Balances

 
                                      Contract     Contract     Contract     Contract 
                                        Assets       Assets  Liabilities  Liabilities 
                                       30 June  31 December      30 June  31 December 
                                          2022         2021         2022         2021 
                                       GBP'000      GBP'000      GBP'000      GBP'000 
 
At 1 January                                20           34        (683)        (878) 
Commission expensed during 
 the period                               (20)         (91)            -            - 
Commissions paid in advanced 
 of contract completion                      -           77            -            - 
Recognised as revenue during 
 the period                                  -            -        1,380        3,286 
Invoiced in advanced of performance 
 during period                               -            -      (1,376)      (3,091) 
 
                                             -           20        (679)        (683) 
 
   4.4       Finance Income 

Finance income is accrued on an annual basis, by reference to the principal outstanding at the applicable effective credit interest rate.

   4.5       Government Grant Income 

A government grant is recognised only when there is reasonable assurance that (a) the entity will comply with any conditions attached to the grant; and (b) the grant will be received.

The grant is recognised as income over the period necessary to match them with the related costs, for which they are intended to compensate, on a systematic basis.

Government Grant Income is recognised in the Statement of Comprehensive Income over the period in which the Company recognises expenses for the related costs for which the grants are intended to compensate. Grants relating to income are deducted from the related expense.

Government tax credits available on eligible Research and Development expenditure ('R&D Tax Credits') and not reclaimable through other means are recognised as Other Income.

   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: Assurance (including Remote Support services), Managed Detection and Response, 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 period ended 30 June 2021 and comparative periods is as follows:

 
                        Unaudited  Unaudited      Audited 
                         6 months   6 months         Year 
                            ended      ended        ended 
                          30 June    30 June  31 December 
                             2022       2021         2021 
                          GBP'000    GBP'000      GBP'000 
 
Revenue 
Assurance                   1,476      1,489        3,123 
MDR                         1,218      1,450        2,886 
Vendor Products                45         49           93 
Other                          31         19           42 
Total Revenue               2,770      3,007        6,144 
 
Gross Profit 
Assurance                     860        905        1,965 
MDR                           561        932        1,757 
Vendor Products                 7          8           15 
Other                        (33)       (29)         (63) 
Gross Profit                1,395      1,816        3,674 
 
Operating Loss              (722)      (282)        (480) 
Finance Cost                 (62)       (20)         (42) 
Loss before Taxation        (784)      (302)        (522) 
 
   6.         Other Income 
 
                   Unaudited  Unaudited      Audited 
                    6 months   6 months         Year 
                       ended      ended        ended 
                     30 June    30 June  31 December 
                        2022       2021         2021 
                     GBP'000    GBP'000      GBP'000 
R&D Tax Credits          140        117          282 
Total                    140        117          282 
 
   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 
                                          2022       2021         2021 
                                       GBP'000    GBP'000      GBP'000 
Net Profit attributable to Equity 
 Holders of the Company                  (715)      (323)        (527) 
Add back: Exceptional Costs                137         26          145 
Add back: Share Based Payments              24         69          100 
Adjusted Profit                          (554)      (228)        (282) 
 
Number of Ordinary Shares ('000) 
Initial Weighted Average                10,007     10,007       10,007 
Basic Number of Ordinary Shares         10,007     10,007       10,007 
Weighted Average Dilutive Shares 
 in Period                               1,160      1,107        1,160 
Diluted Number of Ordinary Shares       11,167     11,114       11,167 
 
Earnings per Share (pence): 
Basic Earnings per Share                 (7.1)      (3.2)        (5.3) 
Diluted Earnings per Share**             (7.1)      (3.2)        (5.3) 
Adjusted Earnings per Share              (5.5)      (2.3)        (2.8) 
 

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

   8.         Intangible Assets 

GROUP & COMPANY

Development Costs

 
Costs                  GBP'000 
 
As at 1 January 2021     1,279 
Additions                  194 
As at 31 December 
 2021                    1,473 
 
As at 01 January 
 2022                    1,473 
Additions (6 months)       131 
As at 30 June 2022       1,604 
 
Amortisation 
 
As at 1 January 2021       824 
Charges for the year       166 
As at 31 December 
 2021                      990 
 
As at 01 January 
 2022                      990 
Additions (6 months)        93 
As at 30 June 2022       1,083 
 
Net Book Value 
 
As at 31 December 
 2021                      483 
 
As at 30 June 2022         521 
 
   9.         Cash & Cash Equivalents 
 
                          Unaudited  Unaudited      Audited 
                              GROUP      GROUP        GROUP 
                              As at      As at   Year ended 
                            30 June    30 June  31 December 
                               2022       2021         2021 
                            GBP'000    GBP'000      GBP'000 
Cash & Cash Equivalents         299        591        1,168 
 
   10.        Adjusted (Loss) before Taxation and Adjusted EBITDA 

Adjusted (Loss)/Profit before Taxation

 
                         Unaudited  Unaudited      Audited 
                          6 months   6 months   Year ended 
                           30 June    30 June  31 December 
                              2022       2021         2021 
                           GBP'000    GBP'000      GBP'000 
Loss before Taxation         (784)      (302)        (522) 
Share Based Payments            24         69          100 
Exceptional Items              137         26          145 
Adjusted (Loss) before 
 Taxation                    (623)      (207)        (277) 
 

Adjusted EBITDA:

 
                                Unaudited  Unaudited      Audited 
                                 6 months   6 months   Year ended 
                                  30 June    30 June  31 December 
                                     2022       2021         2021 
                                  GBP'000    GBP'000      GBP'000 
 
Operating Loss                      (722)      (282)        (480) 
 
Depreciation and Amortisation         197        206          400 
 
EBITDA**                            (525)       (76)         (80) 
 
Share Based Payments                   24         69          100 
Exceptional Items                     137         26          145 
 
Adjusted EBITDA*                    (364)         19          165 
 
                                Unaudited  Unaudited      Audited 
                                 6 months   6 months   Year ended 
                                  30 June    30 June  31 December 
                                     2022       2021         2021 
                                  GBP'000    GBP'000      GBP'000 
 
Operating Loss                      (722)      (282)        (480) 
 
Share Based Payments                   24         69          100 
Exceptional Items                     137         26          145 
 
Adjusted Operating Loss*            (561)      (187)        (235) 
 

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

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

   11.    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

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END

IR EAPNKAEPAEFA

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September 27, 2022 02:10 ET (06:10 GMT)

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