TIDMFLX
RNS Number : 2963N
Falanx Group Limited
29 September 2021
29 September 2021
FALANX GROUP LIMITED
("Falanx "or the "Company" or the "Group")
Annual results for the year ended 31 March 2021
Financial Highlights
Results for the year to 31 March 2021 as per trading update
announced on 18 August 2021
-- Revenues GBP5.24m (2020: GBP5.85m) a decrease of 10.4% (as previously
reported), during the COVID-19 period in H1, revenues showed a strong
recovery in H2
-- Group wide monthly recurring revenues broadly consistent with 2020
-- Significant recovery in gross margin in the H2 driven by high utilisation
of the professional services teams in the Cyber Security division
-- Operational and cash-based costs reduced by c25%
-- Reduction in Adjusted EBITDA* loss to GBP1.26m (2020: GBP1.56m)
-- Overall loss GBP3.55m (2020: GBP2.88m) with the increase caused
by a GBP1.44m non-cash impairment of the Furnace investment and
receivable following its spin out in December 2019
-- GBP1.25m equity fundraise completed in September 2020
-- Cash balances at 31 March 2021 GBP0.55m (2020: GBP0.07m), normal
working capital position and HMRC in terms
-- Loss per share 0.77p (2020: 0.72p)
-- Shareholders' funds GBP2.73m (2020: GBP4.97m)
Post Period Financial Highlights
-- Core Cyber Security division making major progress following revamping
of service offerings in the last two years
- Now profitable and expected to remain the case moving forwards compared
to losing GBP0.41m in 2021
- Refocused into a single cyber security monitoring service (Triarii)
which has further improved its gross margin
- Order intake now ahead of pre COVID-19 pandemic levels
-- Assynt trading strongly, with monthly recurring revenue contracts
+20% by value since the start of the current financial year
-- Overall, a much-improved financial performance for the current year
to date, and costs firmly under control
-- Stronger cash position following initial GBP1m BOOST&Co investment
in August 2021, expected to grow to GBP2.5m to support investment
and enhancing M&A activity
-- Cash at 31 August 2021 GBP0.89m
Operational highlights
-- Update to the Cyber Security Divisions Managed Detection and Response
("MDR") service to support our Detection in Depth approach with
the launch of a wider range of services with enhanced capabilities.
Extended capability means we now offer Extended Detection and Response
(XDR") along with leading providers of security services
- Triarii XDR on the Elastic platform
- Triarii XDR on the Microsoft Azure Platform
- Managed Endpoint Detection and Response (M-EDR) based on Elastic
as well as N-able platform
- Triarii lite on Elastic for an entry level product to the SME market
-- Moved to full home working during C19, with two leases exited, saving
approximately GBP0.15m per annum.
-- Achieved a GBP1.2m extension and expansion from an existing global
technology client in January 2021 expected to benefit the next 3
years
-- Assynt expanded its country coverage to 40 separate countries and
extending the Global Themes to include COVID-19
Post Period Operational Highlights
Cyber Division
-- Strong inflow of customer orders in the Cyber Division, high utilisation
levels supporting break through into adjusted EBITDA profitability
-- Move to a single Triarii monitoring platform now complete, leading
to lower support costs whilst increasing customer functionality
-- Biggest ever single divisional order received in April 2021 for
GBP1m of penetration testing to be delivered over the next three
years from a global financial services company
-- N-Able completed spinout from Solar Winds in July 21, opening up
further routes to address this market of 25,000 MSP users and 500,000
end user customers against a compelling cyber security requirement.
Falanx expects this to start benefitting the second half of the
current year
-- The launch of the new f:CEL ( falanx: Cyber Exposure Level) to help
customers understand their Cyber risk at an affordable price point,
supporting SMEs through to Enterprises
Assynt Division
-- Opening of Irish subsidiary to support rollout of expanded contract
to supply embedded analysts to a global technology company, initial
contract value expected to be GBP1m over three years with potential
for further expansion.
-- Recognised by Chambers & Partners in their 2021 rankings, listed
as one of five firms in their top tier of global Geopolitical Risk
providers.
Mike Read, Chief Executive, said:
"Cyber Protection is no longer a 'nice to have', instead it is
an essential part of any business risk discussion. Hackers and
criminals are attacking every sector and every size of
organisation. With the need for home working, arising from COVID
19, hacking has been made easier and risks have increased,
Organisations can no longer avoid investing in protecting
themselves. Clearly like other organisations we have experienced
some delays in the progress of our business due to COVID-19 but
recent growth has been encouraging and it seems as though these are
now behind us."
"Our services portfolio is very well positioned to address this
exciting opportunity, and this is now feeding through into
improving revenues and profits in the core Cyber Security division.
Our pipeline of future business is strong both in terms of quantum
and quality of opportunities including those from our deepening
relationship with N-Able Inc."
"Our separate Assynt division has a solid and growing base of
contracts as well as new prospects with some of the world's largest
companies, and this is a valuable asset in its own right."
"Given the progress and increasingly favourable cyber-security
market trends I am increasingly confident that Falanx's core
business is well positioned to deliver significant shareholder
value."
(*) Adjusted EBITDA is a non-IFRS headline measure used by
management to measure the Group's and individual divisions
performance and is based on operating profit before the impact of
financing costs, IFRS16, share based payment charges, depreciation,
amortisation, impairment charges and highlighted items. IFRS16 is
excluded so that the underlying rental costs of the premises are
reflected in this metric.
Falanx will later today add the report and accounts for the
financial year ended 31 March 2021 to its website at
www.falanx.com/falanx-group-investor-information in accordance with
the electronic communication provisions under its Articles of
Association and AIM Rule 20.
Enquiries:
Falanx Group Limited
Alex Hambro Non-Executive Chairman
Mike Read CEO
Ian Selby CFO
Stifel Nicolaus Europe Limited, Nomad
and Joint Broker
Alex Price / Fred Walsh + 44 (0) 207 710 7600
IFC Advisory Ltd
Financial PR & IR
Graham Herring/Zach Cohen +44 (0) 203 934 663
Chairman's Statement
I am pleased to present your Company's Annual Report &
Accounts for the year ending 31(st) March 2021.
The financial highlights and performance will be addressed in
some detail in the reports of both the Chief Executive and the
Chief Financial Officer, so I will confine my comments to the more
strategic aspects of our operations.
Certainly, the past 12 months have seen the continued, insidious
growth in cyber-related crime and, in particular, the very
noticeable emergence of ransomware as a key cyber risk. The
complacency of many companies in the SME sector to recognise their
vulnerability to this criminal activity still surprises me and my
colleagues; particularly as the past 24 months has seen a very
significant and permanent shift towards distributed working
patterns which makes cyber-crime more, not less, likely. All
companies, of whatever size, fall prey to this type of crime and it
is only through rigorous training of the workforce and the 24/7
monitoring of IT infrastructures that businesses will be able to
robustly protect themselves from its calamitous consequences.
Directors of businesses, big and small, public, and private, need
to continually satisfy themselves that their IT assets are secure
from being compromised.
In our core cyber services division, this was a year of two
halves, with customer spending in the initial six-month period
clearly disrupted by the impact of COVID-19. The second half
witnessed a gradual and sustained recovery in business activity
such that the core cyber division since the year end, moved into
profitability at an adjusted EBITDA level. In part, this has been
accomplished through rigorous cost control as well as the
introduction of Triarii, our new sophisticated and flexible cyber
protection platform which is delivering better customer results
along with margin efficiencies. It also reflects the growing
importance of our strategic channel partners, N-able based in the
USA, and Trustmarque based in the UK. Both relationships allow us
to reach into a sizeable community of customers and managed service
providers around the globe, many of whom do not have access to the
advanced cyber protection capabilities that are delivered by
Triarii. We look forward to deepening these key relationships over
the forthcoming months and years.
Turning to our Business Intelligence division, Falanx Assynt,
activity for the year was less volatile than Cyber, but still felt
the impact of COVID-19 in terms of business development and organic
growth. Assynt is a business with substantial recurring revenues
with some of the world's largest and globally active technology
companies. These relationships are steady and deepening and, again,
we are seeing some encouraging signs of growth coming from them as
business activity around the world begins to recover to
pre-pandemic levels. We were proud that in August 2021, the Company
achieved the distinction of being rated by Chambers in the top 2021
global providers of strategic corporate intelligence. This is a
distinction that reflects the quality of the team of analysts that
has been assembled in the Company and we look forward to continuing
steady improvement in the business.
We announced in September that in August we received support
from Boost & Co which has become our debt stakeholder,
supporting our organic growth with working capital and providing us
with some acquisition funding should we identify any suitable
opportunities.
We believe that the business world is steadily emerging from the
bunker into which it retreated during the pandemic. This process is
not occurring in an even manner around the world and some
geographies still remain stubbornly inward looking. However, and in
many ways lamentably, the cyber war between criminals and
corporates continues to escalate and the stakes are getting higher.
For this reason, we believe that Falanx is well-positioned and has
an important role to play in diminishing the ever-evolving threat
of cyber-crime.
As ever, we express our thanks to all our employees who have
showed resilience, determination, and flexibility in helping your
company weather the COVID-19 storm and position us for what we
expect to be a busy future.
Approved by the Board on 28 September 2021 and signed on its
behalf by
A Hambro
Non-Executive Chairman
Chief Executive Officer's Statement
Falanx is a provider of Cyber Security and Strategic
Intelligence services to over 470 customers worldwide. Customers
include Managed Service Providers ("MSPs"), IT providers,
governments, large multinationals and small to medium enterprises
(SMEs). Our services are sold via two independent business units
supported by a common corporate services team
Falanx Cyber Defence ("FCD")
Our Cyber division has two business lines: Offensive
(Professional Services, including Penetration Testing) and
Defensive (a range of managed services) which are sold either
through our partners or directly by our sales teams. These generate
high quality repeat and recurring revenues, and our strategy is to
grow these by delivering services which are highly relevant to
customer needs in the post pandemic, digital world, and its
dramatically increasing cyber security threats. These are already
showing that they can generate value for shareholders.
Financial Performance
The division recorded revenues of GBP3.12m (2020: GBP3.71m) for
the year to 31 March 2021. As referenced in our interim results,
the reduced revenues were due to delays in sales and deliveries in
the first few months of the financial year as COVID-19 impacted.
Sales orders during this period were circa GBP0.1m per month
compared to cGBP0.2m per month before COVID-19. These recovered
strongly in the second half of the year when the division recorded
much higher revenues. Revenues from our new cyber security Extended
Detection and Response ("XDR") solution ("Triarii") also commenced
in the second half and these helped the recovery, complementing our
traditional ability to provide Managed Detection and Response (MDR)
services through value-added capabilities.
Gross margins were 33% (2020: 38%) with the fall being due to a)
low utilisation of professional services staff during the worst of
COVID-19 which reduced gross margin to 27% in the first six months;
combined with b) temporary additional technology platform costs in
the second half of the year whilst migrating existing clients onto
the new Triarii MDR platform. We chose to fully maintain our highly
skilled and cohesive workforce in anticipation of a rebound, so
that the division could capitalise on renewed growth post the
immediate disruption of COVID-19. This proved to be an excellent
decision. Gross margins improved to 37% in the second half of the
year as utilisation improved. The Triarii customer migration
program has subsequently been completed and gross margins are
expected to further improve significantly in the year to 31 March
2022. Furthermore, in some cases the migration has led to existing
customers electing to expand their coverage beyond MDR to Triarii
XDR with the extended protection afforded by our Detection in Depth
philosophy.
Underlying operational & cash-based costs (including
premises, sales and marketing and administration) were under tight
control and were reduced by 20% to GBP1.46m (2020: GBP1.82m). This
was achieved through closure of premises, lower travel, salary
sacrifices, lower discretionary spend and some limited support from
the furlough scheme. Despite a lower cost base, we maintained our
exceptionally high level of customer service across all
services.
Overall, the adjusted loss was GBP0.44m (2020: GBP0.41m) with
there being a much-improved performance in the second half of the
year, and March 2021 being one of the strongest months in the
division's history.
Operational Review
The financial year commenced just after the start of the
COVID-19 pandemic. Our investment in cloud-based infrastructure
meant that we were able to quickly and seamlessly move to a remote
operating model and ensured continuity of operations. We rapidly
adjusted our model to ensure continuity of service for our
customers and were also able to make significant savings in costs -
including savings on premises costs as well as a significantly
reduced spend on travel and living. We focussed our efforts on
looking after our customers and staff during this difficult period
and have no doubt that this contributed to the recovery in the
second half of the year. There were delays in sales cycles and the
ability of customers to receive some of our services, but this
improved significantly in the second half of the year.
The move to a remote working world massively increased the risk
of a cyber-attack for virtually every business, large or small.
This heightened risk greatly increased demand for cyber security
services once the initial disruption of the crisis was stabilised.
In the period we have signed over 40 entirely new customers and
this has helped both MDR and Professional services. Orders
rebounded swiftly in the second half leading to the much-improved
financial performance described above, despite there being some
ongoing disruption from the lack of access to client premises for
certain projects.
Total orders for the period were GBP3.5m (2020: GBP3.4m) and
increased despite lower orders in the first half of the year which
was impacted by COVID-19. They comprised circa GBP2.3m of
Professional Services and GBP1.2m Managed Services.
MDR and Security Operations Centre ("SOC") services
Our move away from legacy MDR platforms to current and leading
technologies has resulted in a vastly improved range of
capabilities. This further supports our 'mantra' of being able to
provide affordable cyber protection to businesses of all sizes,
large and small. Our Triarii philosophy of 'Detection in Depth' has
been well received and we continue to expand the number of
touchpoints we monitor in an IT estate to ensure that, wherever an
attack may initiate, we have the best chance possible of detecting
it before it does harm to a business. Our product set now
includes:
1. Triarii XDR (based on the Elastic platform)
2. Triarii XDR (based on Microsoft Azure Sentinel)
3. Triarii Lite (MDR for smaller businesses)
4. Managed Endpoint Detection and Response (M-EDR)
5. Managed EDR (N-Able EDR)
Consequently, we can deliver enterprise-grade protection to the
masses at an affordable price-point, protecting people around the
clock, 24/7/365 via our SOC in Reading.
Our Triarii technologies have also expanded our market reach to
include cloud, hybrid and on-premise infrastructures, distributed /
remote workforces and organisations heavily invested in Microsoft
Azure.
Professional Services
Falanx Cyber now offers an extended portfolio of professional
cyber security services. We offer a wide range of ethical offensive
services designed to simulate real-word cyber criminals and, in
doing so, enable us to identify weaknesses in clients' defences and
advise them as to how they can better protect themselves and their
assets. These services range from specific penetration testing
services through to social engineering techniques (such as phishing
and red teaming inter alia) which can then be integrated into
tailored security awareness training. We continue to serve
customers in a diverse range of sectors including Government,
Finance, Legal, Insurance, Retail, IT and Telecoms. This service
line continues to benefit from a high level of repeat business and
expansions and extensions of customer commitments.
Routes to Market
To accelerate growth beyond the confines of traditional direct
sales and cross-selling opportunities between service lines, Falanx
Cyber utilises a 'Channel' model, providing security services via
its growing network of MSP partners. These IT outsourcing
organisations have a longstanding and trusted status with their
customers for the provision of essential business IT functions and,
as such, they are natural partners for Falanx Cyber and a
significant extension of our market reach.
The spinout of N-able (formerly SolarWinds MSP) into a
separately traded public company, N-able, Inc ("N-able"), completed
in July 2021. A key strategy of N-able is to empower and protect
its 25,000 MSP customers (and over 500,000 end users) with
cybersecurity products and services, and the Company believes that
it is very well positioned to address this market. Falanx has
already been working increasingly closely with N-able to develop
this opportunity and broaden services and routes to market, and we
expect to feel the benefit of this in the second half of the
current financial year.
Current Year Update
Falanx Cyber Defence has had a strong performance since the
start of the new financial year. The division is profitable at an
adjusted EBITDA level, it has high levels of customer orders and is
growing its Monthly Recurring Revenue ("MRR") base with the SOC
services described above. The sales pipeline is strong across our
channels including N-Able and TrustMarque as well as for the direct
sales team. This is being driven by even greater cyber security
threats and organisations needing to address these with
urgency.
We have launched our new cyber evaluation model targeting all
businesses, from the largest to the smallest. In summary, everyone
needs to understand how an attacker might view their business form
the outside, thereby gaining an understanding of the likelihood of
being attacked. Our recently launched, affordable assessment
service, Falanx Cyber Exposure Level ("f:CEL"), provides,
objectively, exactly that understanding.
The division won its largest ever contract in April 2021 worth
GBP1.0m over a three-year period. This is from an existing global
financial services customer and is for the provision of Penetration
Testing services. We continue to have positive discussions with the
client and believe there is the opportunity for further growth.
Overall sales orders for penetration testing were more than
GBP0.25m (excluding the above GBP1m contract) per month for the
first 7 months of this calendar year compared to GBP0.15m in the
first 7 months of the last Financial Year. This has been converted
into revenue based on high levels of utilisation in our highly
motivated and expert team.
The migration from legacy platforms to Triarii is now complete
and this now delivers a much greater capability to our customers.
Furthermore, this reduces our external software licence costs. This
is resulting in further improved gross margins and overall
financial performance.
We now have a strong cyber security business which is well
positioned to address this exciting market opportunity and its
powerful drivers, in the move to a digital world. Our services are
well aligned against the growing market opportunity. Furthermore,
customer demand has grown significantly compared with the pre
pandemic environment. The combination of strong and growing demand
for the Falanx Cyber portfolio of services, the market pull of the
MSP 'Channel' model, the accelerating opportunity offered by N-Able
and other strategic channel partners, combined with the Triarii XDR
service, gives our core division strong growth potential which is
already generating returns.
Falanx Assynt
Our strategic Intelligence business unit, Falanx Assynt,
provides market-leading geopolitical reporting and analysis focused
on key major emerging markets and overarching global themes. Its
client base includes some of the largest and most recognised global
corporate names. Assynt's two principal business lines are the
provision of subscription-based Assynt Reports and the provision of
embedded analysts into clients. These are supplemented by an
Intelligence Consulting practice which provides tailored reports to
address specific client requirements.
Financial Review
Annual revenues for the year were GBP2.12m (2020: GBP2.14m).
Certain projects were put on hold during the COVID-19 pandemic, and
this held back planned revenue growth as corporates did less travel
and held back on activities in emerging markets. Our highly
resilient revenue model which is circa 95% monthly recurring
enabled us to mitigate any revenue retrenchment. We had invested
cGBP0.15m in further central analyst capacity to support planned
sales of report subscriptions and business intelligence consulting
assignments but these were delayed due to COVID-19. Consequently,
gross margin was reduced to 26% (2020: 38%). Operating overheads
were reduced by c40% to GBP0.47m by the closure of premises and
reduced travel arising from COVID-19 as well as lower marketing and
hiring costs. Overall adjusted EBITDA increased to GBP0.1m (2020:
break-even).
Operational Review
Our plans for further expansion for the year were put on hold as
the critical focus became the need to match our client's priorities
and in some cases the need to retrench. This has resulted in some
customer churn in both the Assynt Report and embedded analyst
business lines. Notwithstanding that, revenues overall held up well
and are now back on track. The pandemic most affected our
consulting revenues, due to a decrease in client interest in
projects in emerging markets at a time of uncertainty.
For our Assynt Report subscriber base of global corporates (many
of which are headquartered outside of the UK), we have produced
over 1,200 reports analysing key geopolitical events in 40
countries, including specialist analysis of international jihadist
trends. Over the course of the year, we have expanded our reporting
to address significant global themes falling out from the COVID-19
pandemic. These have been very well received by our clients.
The Assynt team has been very successfully working on a virtual
basis since March 2020. The existing business model whereby two
thirds of our staff already worked in third party offices as
embedded analysts, made the transition to remote working due to
lockdown easy to implement. The decision not to renew our London
office lease on expiry in June 2020 was thus a clear-cut
opportunity for cost saving with no impact on efficiency.
The value of the embedded analyst service continues to be
recognised by clients as a means to integrate Assynt's geopolitical
understanding and business-focused analytical expertise into our
host client's operational capabilities without requiring headcount
signoff in the client. All our most critical clients have
demonstrated the value we deliver by maintaining or increasing
their spend with Assynt despite COVID-19 pressures. In particular,
a GBP1.2m three-year contract won in January 2021, with one of the
world's largest technology companies has been further expanded in
the financial year to 31 March 2022, with a requirement for
embedded analysts in EU territories. This will be serviced from the
Group's newly formed subsidiary in Ireland and is expected to
generate revenues of cGBP1.0m over the next three years. We believe
that there is further significant potential for growth in this
service.
Since the close of this period, Falanx Assynt has once again
been recognised by Chambers & Partners, listed in their 2021
rankings as one of only five firms in their band one, top tier, of
global Geopolitical Risk providers. Charles Hollis, the Managing
Director of Assynt, was also rated among the top five individual
practitioners globally.
Future Prospects
The Assynt division has a strong pipeline of new business, and a
growing contract base which will allow it to generate increasing
returns.
Our Teams
Across both Business Units the teams have adjusted to the new
working from home environment and have continued to provide a very
high level of support to our customers and suppliers. - I and the
Board want to thank them.
Approved by the Board on [28 September 2021] and signed on its
behalf by
M D Read
Chief Executive Officer
Chief Financial Officer's Statement
Revenue
Group revenues fell by 10% to GBP5.24m (2020: GBP5.85m), mainly
due to the COVID-19 period in the first six months, which largely
affected the Cyber division. Revenues in the second half of the
year were approximately GBP2.8m and this represented growth of c25%
compared with the first six months and utilisation improved as
clients resumed delayed projects. Sales order values for
professional services such as penetration testing significantly
grew in the second half and on average were cGBP0.22m per month
which was ahead of the average level before the onset of the
crisis.
The business has continued to benefit from a strong element
generated from the recurring contracts in each division, and
overall, this was constant at 55% (2020: 56%). At the end of the
period monthly recurring revenues across the Group stood at
approximately GBP0.25m per month (2020: GBP0.26m). Our future order
book of work remained strong with an order book GBP2.7m (2020:
GBP2.7m) as well as deferred incomes (contract liabilities) of
GBP1.1m (2020: GBP1.2m). This order book increased substantially
post the year end with a total of GBP2.0m of future revenues being
won under multi-year framework agreements with large global
customers in each division.
During the year we added over 40 new cyber accounts (including
several larger accounts) as well as significantly expanding our
existing clients spend on cyber security services. Our churn in
acquired customer bases has been low and as an example, the churn
for First Base (acquired March 2018) has been less than 1% although
the overall business has grown by circa 15% per annum (excluding
the short-term impact of COVID-19). The Assynt division has a
different customer profile to the Cyber division with approximately
75% of its clients being international and approximately 90% of
them paying in advance with an average advance period of seven
months.
Overall, our number of customers invoiced was 292 (2020: 284)
and overall, the company dealt with circa 470 (2020: 440)
customers.
Cost of sales
Cost of sales represents cost items which vary more closely as a
function of sales demand and therefore revenues. The Intelligence
division's cost base is largely employment costs for full time and
external consultants who produce intelligence reports for customers
as well as certain database access licences. The Cyber division
costs include the team who deliver the monitoring and professional
services, external licence fees for technology platform and its
support (some of which are fixed and some of which are variable) as
well as certain consultants for delivery of specific client
assignments.
Gross margin
The Group's gross margin was 30% (2020: 38%). The reduction was
mainly due to:
-- Low utilisation issues in the cyber division in the first half of
the year as clients delayed projects due to COVID-19 which affected
the fully maintained workforce. This began to recover in the second
half of the year. Overall group margins were 27% in the first half
and 32% in the second half of the year.
-- Additional external licence fees of cGBP0.14m were also incurred
in the second half of the year by the monitoring business in the
Cyber division due to the planned migration to the Triarii platform
away from legacy applications. This was equivalent to circa 8% of
the Cyber divisions revenues in that period. This was completed
in June 2021 and gross margins have since then significantly recovered
with the use of a single technology platform.
-- GBP0.2m investment in the expansion of central analyst teams in
the Assynt division in support of planned incremental sales of report
subscriptions and business intelligence consulting assignments,
which were delayed due to COVID-19 impacts.
Operational and cash-based costs
Administrative expenses excluding depreciation, impairment and
amortisation and highlighted costs decreased by 25% to GBP2.84m
from GBP3.78m due to the tight control of spend around marketing,
travel, headcount, and premises reduction. Average headcount
(including cost of sales) in the year was 84 (2020: 81) with the
increase arising from higher levels of professional services
staff.
Highlighted costs
Highlighted costs were GBP0.11m (2020: GBP0.32m) mainly
represented the expense of closing premises in London and Sussex
during summer 2020. Restructuring costs included certain corporate
development professional fees around specific projects. Rental
costs are normalised to exclude the impact of IFRS 16 on the
Reading lease (commenced July 19), reducing the overall adjustment
by GBP107,000 (2020: GBP76,000).
Share Option Charges
Share option charges were GBP0.18m (2020: GBP0.23m) and mainly
arose from options granted in April 2020 as part of a voluntary
salary sacrifice scheme by the staff and directors.
EBITDA
Adjusted EBITDA loss for the year was GBP1.26m (2020: GBP1.56m)
after adjusting for the items highlighted above. Overall reported
EBITDA loss (excluding share option charges) was GBP1.37m (2020:
GBP1.89m).
Depreciation, amortisation, and impairment
The investment of GBP1.44m in Furnace Technologies Ltd
("Furnace"), which was spun out of the Group in December 2019, was
fully impaired due to inherent objective valuation uncertainties
arising from to its early nature and lack of external financing to
support the carrying value. Furnace has made some initial sales and
is currently seeking external investment and Falanx will review its
carrying value accordingly. Falanx's forward business plans do not
have any dependency of Furnace's financial performance and Falanx
has no obligation to provide further financial support.
Depreciation of fixed assets was GBP76,000 (2020: GBP87,000),
and a further IFRS 16 amortisation charge of GBP109,000 (2020:
GBP77,000) was recorded in respect of the right of use asset
related to the Reading lease acquired in July 2019. A consistent
GBP0.29m charge arose from the amortisation of acquired customer
base intangible assets from First Base (ten-year amortisation
period, straight line basis, acquired March 2018) and Securestorm
Limited (three-year amortisation period, straight line basis,
acquired July 2018).
Financing costs
Net financing costs were GBP33,000 (2020: GBP24,000) and mainly
arose from IFRS 16 treatment of the Reading office lease which
commenced in July 2019.
Result for the year
Due to the non-cash impairment of Furnace the loss increased
from GBP2.88m to GBP3.55m and loss per share increased to 0.77p
from 0.72p.
Non-current assets
Goodwill arising on the acquisitions of Falanx Cyber Defence,
First Base and Securestorm remained at GBP1.85m and no impairment
was deemed necessary. As referenced above the investment in Furnace
was fully impaired during the year and was carried at GBPnil (2020:
GBP1.44m). Customer relationships from First Base and Securestorm
were carried at a total of GBP1.68m (2020: GBP1.97m) with the
reduction arising from straight line amortisation referred to
above. The Group's non-current assets also include the future value
of the lease of the Reading premises of GBP0.36m (2020: GBP0.47m)
which commenced in July 2019. A creditor of GBP0.35m (2020:
GBP0.44m) is carried to reflect future liabilities and GBP0.09m
(2020: GBP0.09m) are included in current liabilities. Fixed assets
which include furniture plant and equipment were GBP0.16m (2020:
GBP0.20m).
Working capital
Amounts due from customers (including contract assets), was
GBP0.75m (2020: GBP1.5m) with the reduction due to certain larger
customer payments being made earlier than in the previous year.
Collections since the year end have been normal and no incidence of
bad debt has been recorded since the previous annual report.
Overall debtor days fell from 66 to 28 days due to higher cash
collections before the end of the year. Prepayments were again
reduced due renegotiated supplier contracts being in place with
lower levels of advance payments. Other receivables included
cGBP0.11m of R&D tax credits which were received in full after
the year end. The Group continued to have a very low incidence of
delayed and/or non-payment of debts by customers and our average
losses over the last three years were only 0.06% of revenue. Taxes
payable increased due to the payment plan negotiated with HMRC in
July 2020 in response to COVID-19. A deferred payment plan was
agreed with HMRC to reschedule up to GBP0.64m of payroll taxes
outstanding at 30 June 2020 over 2 years as well as taking
advantage of published time to pay plans on VAT. The group is fully
in compliance with these plans.
Contract liabilities (deferred income) were GBP1.11m (2020:
GBP1.23m) with the difference being due to the timing of certain
advance customer billings.
Capital structure
On 29 September 2020 Falanx announced the completion of a
fundraising exercise for GBP1.25m by issuance of 125,000,000 new
ordinary shares of nil nominal value and at 31 March 2021 there
were 525,401,185 (2020: 400,401,185) shares of nil par value in
issue.
In February 2021 the Company received shareholder permission to
carry out a capital reconstruction exercise to support an
application for a UK government loan which required retained losses
to be less than fifty percent of issued capital and as a result
GBP14.0m of the credit balance on share premium was used to reduce
the accumulated losses and a further GBP1.0m was transferred to a
special non distributable reserve (the "2022 Liabilities Reserve")
in respect of certain longer term liabilities, and the balance on
this will transfer to accumulated losses on 31 December 2022
On 21 April 2020 approximately 33 million (6.3% of the issued
capital) new share options and warrants were issued to staff and
directors in exchange for salary reductions for the six months to
30 September 2020. These options were priced at 1p each and have a
life of 10 years from the date of grant. Staff and directors waived
approximately 25.7m options and a further 9m lapsed in June
2020.
Overall, at 31 March 2021 the Company had approximately 73.3m
employee options outstanding representing c14% of the issued
capital. The average option price was c2.7p (2020: 4.6p).
The Group continues to rationalise legal entity structure to
best align it with the current opportunity as well as to reduce
costs and streamline tax management. The Groups incorporation
status as a BVI entity is a legacy of its pre 2013 IPO business
plan and the Board will review moving it to a UK status at an
appropriate time, taking into account the significant professional
fees which would be associated with such a change. The Group's
memorandum and articles of association were revised in March 2019
to align with UK incorporated entities more closely. The Group is
fully resident and registered in the UK from a tax perspective. The
Group has streamlined its subsidiary structure to reduce the number
of active legal entities and to align structures more effectively
within the divisions.
At the year-end shareholders' funds stood at GBP2.73m (2020:
GBP4.97m).
Statement of Cash Flows
The Company consumed GBP0.40m (2020: GBP1.67m) of cash in
operations in the year. The deferral of certain HMRC liabilities
under COVID 19 helped reduce outflow by circa GBP0.5m and a strong
collections performance further helped cash working capital
performance resulting in an improvement of GBP0.69m cash inflow
from debtors to GBP0.97m (2020: GBP0.27m). When adjusted for the
net impact of HMRC deferrals and payments under premises leases,
operational cash out flow was circa 75% of EBITDA (2020: 80%) which
is similar to historic performance.
GBP1.25m of shares were issued in September 2020 as part of the
Company's response to COVID-19 and this resulted in net proceeds of
cGBP1.13m Closing cash balances at 31 March 2021 were GBP0.55m
(2020: GBP0.08m). A governmental "Bounce Back Loan" of GBP50,000
was received by a subsidiary in May 2020.
Post Balance Sheet Events
Trading performance for the four months to 31 July is set out
below (from unaudited management accounts)
4 months to 31 July 4 months to 31 July
2021 2020
Revenue Adj EBITDA Revenue Adj EBITDA
GBP'm GBP'm GBP'm GBP'm
--------- ----------- --------- -----------
Cyber 1.20 0.03 0.95 (0.14)
--------- ----------- --------- -----------
Assynt 0.65 (0.04) 0.72 (0.05)
--------- ----------- --------- -----------
Central Costs (0.31) (0.23)
--------- ----------- --------- -----------
(0.32) (0.42)
--------- ----------- --------- -----------
Cyber Security Division:
-- Strong utilisation and increasing profits as expected following
the ongoing recovery from COVID-19 impacts.
-- The divisions Monthly Recurring Revenue ("MRR") is now growing with
new sales of Triarii offsetting some churn, caused mainly by larger
clients move to own SOCs.
-- The monthly run rate of orders was circa GBP0.34m per month in the
six months to 30 June 2021 compared to an average of GBP0.19m per
month in the same period in 2020.
-- Gross margins much stronger in the current financial year (circa
40%) with further improvements following the completion of the move
to a single monitoring platform (Triarii).
-- In April 2021 this division won its largest ever sales order, with
a GBP1m multi-year contract for penetration testing which is expected
to be delivered over three years.
Assynt Strategic Intelligence Division
-- The division has expanded its overseas presence with the establishment
of a wholly owned subsidiary in Ireland which can service large
global clients. It has already won its first contracts which are
expected to have a sales value of cGBP1.0m over the next three years.
This has increased the contracted revenue base to circa GBP0.19m
per month, an increase of c19% from the start of the year. These
are expected to benefit September 2021 onwards.
Central costs are higher than the previous year which reflected
the COVID-19 salary sacrifice scheme.
On 18 August 2021 the Group announced a five-year Growth Loan
facility with BOOST&Co the key terms of which are
- Initial GBP1m loan secured over the Group's assets, expected
to increase to GBP2.5m to fund acquisitions & investment
programmes
- Annual interest of 11%, and straight-line amortisation of the
loan commencing after 12 months
- The loan carries a 3% early prepayment fee on the then amount
outstanding
The proceeds of the Loan will enable the Group to make earnings
enhancing acquisitions to strengthen its core Cyber division, as
well as supporting the Group's overall organic growth plans.
I R Selby
Chief Financial Officer
Key Performance Indicators
Performance Description Why measured 2021 2020 Comment
Indicator
Group revenue Changes in total Revenue growth GBP5.2 GBP5.9 Impact of COVID-19
- GBP'm revenue compared gives a quantified delays mainly in
to prior year indication of the Cyber division
the rate at in the first half
which the Group's of the financial
business activity year with recovery
is expanding in the second half
over time
Lower margin in
the first half
in the cyber division
due to low utilisation
Provides an in COVID19 and
indication of maintenance of
sales profitability full workforce.
Percentage of total and proportion Recovery in the
revenue retained of revenue available second half and
by the Group after to cover other into the current
Gross margin direct costs deduction running costs 30% 38% financial year.
EBITDA A measure of profits Offers a clearer GBP(1.5) GBP (2.0) Decreased loss
- GBP'm excluding non-cash reflection of as a result of
items such as share the ability tight cost control
option charges, to generate and lower highlighted
impairment, cash costs.
depreciation,
and amortisation
Adjusted A management measure Underlying performance GBP(1.2) GBP (1.5) Decreased loss
EBITDA of profits adjusted of business as a result of
- GBP'm for non-underlying operations tight cost control
items such as
restructuring,
and acquisition
related and excluding
the impact of IFRS
16
Measures the
ability of the
business to When adjusted for
convert profit the impact of COVID-19
into cash and HMRC deferrals
correlation and premises rental
Operational cash between EBITDA c75%. Average over
Cash conversion flow / EBITDA and cash performance 29% 85% 4 years circa 100%.
Shows visibility
Recurring of recurring
revenue Recurring revenue revenue growth Broadly in line
% lines / total revenue rate 55% 56% with prior year
Shows predictable
monthly metrics Some churn in Cyber
to track progress due to legacy platform
against objective offsetting wins.
Monthly Revenue from the of becoming Significant growth
recurring provision of services profitable solely in Assynt since
revenue on a recurring on recurring the year end, August
- GBP'm basis revenue 0.25 0.26 2021 circa GBP0.28m
Move towards larger
contracts and invoices
Measure of customer in each division.
Number Number of customers concentration Circa 470 (2020:
of Invoiced invoiced over the (includes acquired 440) customers
customers preceding 12 months customer base) 292 284 dealt with
Shows average
Average headcount number of employees Increase in billable
Headcount during the year in the year 84 81 consultants.
Contract Contracted and Shows visibility GBP1.1 GBP1.2 Broadly static,
liabilities invoiced revenue into invoiced some timing issues.
(deferred yet to be recognised amounts to be
income) (deferred income) recognised in
- GBP'm future periods
----------------- ------------------------ ------------------------ --------- ---------- ------------------------
Consolidated income statement
for the year ended 31 March 2021
2021 2020
Note GBP GBP
----------------------------------------- ----- ------------ ------------
Revenue 4 5,244,161 5,851,175
Cost of sales (3,668,176) (3,638,105)
----------------------------------------- ----- ------------ ------------
Gross profit 1,575,985 2,213,070
Administrative expenses (5,095,355) (5,068,146)
----------------------------------------- ----- ------------ ------------
Operating loss 6 (3,519,370) (2,855,076)
Analysis of operating loss
Operating loss (3,519,370) (2,855,076)
Share option expense 175,949 228,366
Depreciation and amortisation 533,482 482,675
Impairment of Furnace equity investment 340,000 260,000
Impairment of Furnace loan receivable 1,100,000 -
Highlighted costs 5.1 110,354 320,173
Adjusted EBITDA loss 5.2 (1,259,585) (1,563,862)
----------------------------------------- ----- ------------ ------------
Finance income 4 2,100
Finance expense (32,574) (26,029)
----------------------------------------- ----- ------------ ------------
Finance expense - net (32,570) (23,929)
Loss before income tax (3,551,940) (2,879,005)
Income tax expense 7 - (2,323)
----------------------------------------- ----- ------------ ------------
Loss for the year (3,551,940) (2,881,328)
Loss per share
Basic loss per share 9 (0.77) p (0.72) p
Diluted loss per share 9 (0.77) p (0.72) p
----------------------------------------- ----- ------------ ------------
2021 2020
GBP GBP
---------------------------------------------- ------------ ------------
Loss for the year (3,551,940) (2,881,328)
Other comprehensive income:
Re-translation of foreign subsidiaries 5,403 (4,600)
----------------------------------------------- ------------ ------------
Other comprehensive income for the year, net
of tax 5,403 (4,600)
----------------------------------------------- ------------ ------------
Total comprehensive income for the year (3,546,537) (2,885,928)
----------------------------------------------- ------------ ------------
Attributable to:
Owners of the parent (3,546,537) (2,885,928)
Total comprehensive income for the year (3,546,537) (2,885,928)
----------------------------------------------- ------------ ------------
Consolidated statement of financial position
as at 31 March 2021
2021 2020
Note GBP GBP
--------------------------------------------- ----- ------------ -------------
Assets
Non-current assets
Property, plant and equipment 155,831 195,423
Intangible assets 10 3,702,840 3,893,809
Right of use asset 11 363,271 472,253
Investments with fair value through Profit
and Loss (Furnace) 12 - 340,000
Furnace Loan Receivable 13 - 1,100,000
4,221,942 6,001,485
--------------------------------------------- ----- ------------ -------------
Current assets
Trade and other receivables 1,076,216 2,169,635
Cash and cash equivalents 545,321 79,282
--------------------------------------------- ----- ------------ -------------
1,621,537 2,248,917
--------------------------------------------- ----- ------------ -------------
Total assets 5,843,479 8,250,402
--------------------------------------------- ----- ------------ -------------
Equity
Capital and reserves attributable to equity
holders of the Company
Share capital 4,033,161 17,903,427
Translation reserve (107,777) (113,180)
Shares based payment reserve 747,243 587,325
2022 liabilities reserve 1,000,000 -
Accumulated losses (2,943,989) (13,408,080)
--------------------------------------------- ----- ------------ -------------
Total equity 2,728,638 4,969,492
--------------------------------------------- ----- ------------ -------------
Liabilities
Non-current liabilities
Deferred tax liability 9,529 9,529
--------------------------------------------- ----- ------------ -------------
Lease liability 14 252,874 348,872
--------------------------------------------- ----- ------------ -------------
Borrowings 42,129 -
--------------------------------------------- ----- ------------ -------------
Other payables 5,409 -
--------------------------------------------- ----- ------------ -------------
309,941 358,401
--------------------------------------------- ----- ------------ -------------
Current liabilities
Trade and other payables 1,592,715 1,595,850
Contract liabilities 4 1,108,317 1,237,347
--------------------------------------------- ----- ------------ -------------
Lease liability 14 95,997 89,312
--------------------------------------------- ----- ------------ -------------
Borrowings 7,871 -
--------------------------------------------- ----- ------------ -------------
2,804,900 2,922,509
--------------------------------------------- ----- ------------ -------------
Total liabilities 3,114,841 3,280,910
--------------------------------------------- ----- ------------ -------------
Total equity and liabilities 5,843,479 8,250,402
--------------------------------------------- ----- ------------ -------------
Consolidated statement of changes in equity
for the year ended 31 March 2021
Share Accumulated Translation Share based 2022
Note capital losses Reserve payment Liabilities Total
reserve reserve
GBP GBP GBP GBP GBP
------------------------ ------ ------------- ------------- ------------ ------------ ------------ ------------
Balance at 1 April
2019 17,903,427 (10,526,752) (108,580) 358,959 - 7,627,054
Loss for the year - (2,881,328) - - - (2,881,328)
Re-translation of
foreign subsidiaries - - (4,600) - - (4,600)
Transactions with
owners:
Share based payment
charge - - - 228,366 - 228,366
Balance at 31 March
2020 17,903,427 (13,408,080) (113,180) 587,325 - 4,969,492
-------------------------------- ------------- ------------- ------------ ------------ ------------ ------------
Loss for the year - (3,551,940) - - - (3,551,940)
Re-translation of
foreign subsidiaries - - 5,403 - - 5,403
Transactions with
owners:
Capital reconstruction (15,000,000) 14,000,000 - - 1,000,000 -
Issue of share capital 1,247,600 - - - - 1,247,600
Costs of issue of
share capital (117,866) - - - - (117,866)
Share based payment
charge - - - 175,949 - 175,949
Forfeited share options
reversed through reserves - 16,031 - (16,031) - -
-------------------------------- ------------- ------------- ------------ ------------ ------------ ------------
Balance as at 31 March
2021 4,033,161 (2,943,989) (107,777) 747,243 1,000,000 2,728,638
-------------------------------- ------------- ------------- ------------ ------------ ------------ ------------
The share capital account represents the amount subscribed for
share capital, net of share issue expenses. Share issue expenses
comprise the costs in respect of the issue by the Company of new
shares.
Accumulated losses represents the cumulative losses of the Group
attributable to the owners of the parent.
The translation reserve represents the cumulative movement in
the translation of foreign subsidiaries into the presentation
currency.
The share based payment reserve represents the cumulative share
option and warrant charges.
The 2022 Liabilities reserve is a special non distributable
reserve in respect of certain longer term liabilities including
HMRC COVID -19 deferral and rental liabilities on the Reading
office. The balance on this account will transfer to accumulated
losses on 31 December 2022. This reserve was created as part of the
capital variation in completed in February 2021.
Consolidated cash flow statement
for the year ended 31 March 2021
2021 2020
Note GBP GBP
------------------------------------------------- ----- ------------ ------------
Cash flows from operating activities
Loss before tax (3,551,940) (2,879,005)
Adjustments for:
Depreciation 75,753 87,300
Amortisation and impairment of intangibles 348,748 318,180
Amortisation of right of use assets 11 108,981 77,195
Impairment of investment in Furnace 12 340,000 260,000
Impairment of loan receivable 1,100,000 -
Share based payment 175,949 228,366
Profit on disposal of Furnace IP 8 - (58,666)
Net finance expense recognised in profit
or loss 32,569 23,929
(1,369,940) (1,942,701)
------------------------------------------------- ----- ------------ ------------
Changes in working capital:
Decrease in inventories - 3,828
Decrease / (Increase) in trade and other
receivables 1,093,419 (57,539)
(Decrease) / Increase in trade, contract
liabilities and other payables (126,756) 332,023
------------------------------------------------- ----- ------------ ------------
Cash used in operations (403,277) (1,664,389)
------------------------------------------------- ----- ------------ ------------
Interest paid (3,774) (1,754)
Tax paid - (387)
------------------------------------------------- ----- ------------ ------------
Net cash used in continued operating activities (407,051) (1,666,530)
------------------------------------------------- ----- ------------ ------------
Cash flows from investing activities
Interest received 4 2,100
Acquisition of property, plant and equipment (36,161) (255,070)
Expenditure on development cost (157,779) (378,484)
Acquisition of investment - (61,820)
Net cash used in investing activities (193,936) (693,274)
------------------------------------------------- ----- ------------ ------------
Cash flows from financing activities
Repayment of lease liabilities (89,313) -
Interest on lease interest (28,799) -
Proceeds from bank borrowing 50,000 -
Proceeds from issue of shares 1,247,600 -
Costs of share issuance (117,866) -
Net cash generated from financing activities 1,061,623 -
------------------------------------------------- ----- ------------ ------------
Net increase/(decrease) in cash equivalents 460,636 (2,359,804)
Cash and cash equivalents at beginning of
year 79,282 2,443,686
Foreign exchange gains/(losses) on cash and
cash equivalents 5,403 (4,600)
------------------------------------------------- ----- ------------ ------------
Cash and cash equivalents at end of year 545,321 79,282
------------------------------------------------- ----- ------------ ------------
Notes to the consolidated financial statements
for the year ended 31 March 2021
1. General information
Falanx Group Limited (the "Company" or "Falanx") and its
subsidiaries (together the "Group") operate in the cyber security
and intelligence markets.
The Company is a public limited company which is listed on the
AIM Market of the London Stock Exchange and is incorporated and
domiciled in the British Virgin Islands. The address of its
registered office is PO Box 173, Kingston Chambers, Road Town,
Tortola, British Virgin Islands. The UK registered office The
Blade, Abbey Square, Reading, RG1 3BE.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of
these consolidated financial statements are set out below. These
policies have been applied consistently to all the years presented
unless otherwise stated.
2.1 Basis of preparation
These consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
("IFRS") in conformity with the requirements of the UK Companies
Act 2006. The functional and presentational currency for the
financial statements is Sterling. The financial statements have
been prepared under the historical cost convention, as modified by
financial assets and financial liabilities at fair value through
profit or loss.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated
financial statements are disclosed in note 3.
2.1.1 Going concern
The Financial Statements have been prepared on a going concern
basis which notwithstanding the loss for the year ended 31 March
21. This basis assumes that the Group will have access to
sufficient funding through the realization of assets in the
ordinary course of business to enable it to continue to operate for
the foreseeable future. the Directors consider the application of
going concern to be appropriate for the following reasons.
1. The Group operates in the high growth Cyber Security and
Strategic Intelligence markets. The COVID-19 situation has driven
the move to an online environment for many aspects of business and
this is increasing demand for the Group's services, although
clearly a company cannot be immune from any major macroeconomic
issues.
2. The Group's financial performance has significantly improved
since 1 April 2021, and this continues from the post COVID-19
recovery which commenced in the autumn of 2020.
3. The Cyber Security division is now profitable and expected to
remain the case moving forwards at an adjusted EBITDA level
compared with losing cGBP0.45m at an adjusted EBITDA level in the
year ended 31 March 2021. This division has a strong backlog of
work from orders (including the divisions largest ever order for
GBP1m (over 3 years)) which was won in April 2021. The recurring
revenue Triarii cyber security monitoring service has a strong
pipeline of business from channels and direct sales, and this is
expected to help further support revenue growth. This service has a
high incremental margin and can significantly increase divisional
performance. Adjusted EBITDA has had a historically very close
correlation with cash performance.
4. The Assynt division has signed significant new contract
expansions and extensions with a major existing client which should
increase its recurring revenues to circa GBP0.19m per month
compared with GBP0.15m at the start of the year. This should enable
it to be profitable on a regular basis without any consulting
assignments.
5. Overall, the Group has a high level of recurring revenues,
currently more than GBP0.28m per month, and a high level of repeat
business of more than GBP2.0m per annum. This reduces its exposure
to new sales situations. The Group's creditors are broadly in line
and the group has a normal working capital position and an agreed
payment plan is in place with HMRC and is in terms. The Group has a
historically very low incidence of bad debts.
6. Group central costs are lower than in previous years and
there is no major requirement for capital expenditure following the
disposal of Furnace in the year ended 31 March 2020.
7. The above and the associated business plans and detailed
forecasts, enable the directors to believe that the Group's
existing cash resources (excluding the drawdown of the GBP1.5m from
the second phase of the loan from BOOST&Co) are sufficient for
it to remain a going concern for at least 12 months from the date
of these accounts. This analysis has included the repayment of all
amounts due under the loan and to HMRC under the COVID-19 deferral
plan as well as it to have a normal working capital profile.
8. A stringent stress test scenario as a downgrade to the above
has also been prepared. This assumes that there are no further
sales of Triarii MRR and no further recurring revenues in the
Assynt business beyond the existing contract bases. Furthermore, in
this scenario the Group does not adjust its cost based in this
scenario. This shows that, with the drawdown of the second tranche
of GBP1.5m of the loan that the Group would still have significant
cash balances at 12m from the date of these accounts.
9. Should this stringent stress test scenario not be achieved,
then further mitigating actions would be carried out to ensure that
the Group remains within its resources, and these would include a
reduction of planned capital expenditure, headcount reduction,
reducing discretionary spend and sales investment, freezing or
reducing pay and cancelling recruitment, and all of these are
within the director's control. Further incremental measures could
also involve the potential disposal of non-core assets which the
Group believes, could generate proceeds which are significant
compared to the recent market capitalisation of the Group. Further
actions could include seeking further support from existing and new
shareholders and debt providers.
Based on the above, the Group expects to have will have
sufficient resources to meets its liabilities as they fall due for
at least 12 months from the date of these accounts.
2.1.2 New and Revised Standards
Standards in effect in 2021
There are a number of standards, amendments to standards, and
interpretations which have been issued by the IASB that are
effective in future accounting periods that the group has decided
not to adopt early.
The following amendments are effective for the period beginning
1 January 2022:
- Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);
- Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);
- Annual Improvements to IFRS Standards 2018-2020 (Amendments to
IFRS 1, IFRS 9, IFRS 16 and IAS 41); and
- References to Conceptual Framework (Amendments to IFRS 3).
In January 2020, the IASB issued amendments to IAS 1, which
clarify the criteria used to determine whether liabilities are
classified as current or non-current. These amendments clarify that
current or non-current classification is based on whether an entity
has a right at the end of the reporting period to defer settlement
of the liability for at least twelve months after the reporting
period. The amendments also clarify that 'settlement' includes the
transfer of cash, goods, services, or equity instruments unless the
obligation to transfer equity instruments arises from a conversion
feature classified as an equity instrument separately from the
liability component of a compound financial instrument. The
amendments were originally effective for annual reporting periods
beginning on or after 1 January 2022. However, in May 2020, the
effective date was deferred to annual reporting periods beginning
on or after 1 January 2023.
The Directors do not expect that the adoption of the Standards
listed above will have a material impact on the Group in future
periods.
A number of IFRS and IFRIC interpretations are also currently in
issue which are not relevant for the Group's activities and which
have not therefore been adopted in preparing these financial
statements.
2.1.3 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 is a key
metric which the Board uses to assess the performance of the Group
and its divisions as it reflects the costs. Rental costs are
charged against this measure as they are largely under the control
of the division and correlate closely with cash performance.
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. Furthermore, the use of EBITDA means a closer
correlation with the cash performance of the business.
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.
The key APM that the Group has focused on is as follows:
Adjusted EBITDA: This is the headline measure used by management
to measure the Group's performance and is based on operating profit
before the impact of financing costs, IFRS16, share based payment
charges, depreciation, amortisation, impairment charges and other
highlighted items. Highlighted items (note 5.1) relate to certain
costs that derive from events or transactions that fall within the
normal activities of the Group but which, individually or, if of a
similar type, in aggregate, are excluded by virtue of their size
and nature in order to reflect management's view of the performance
of the Group.
2.2 Consolidation
Subsidiaries
Subsidiary undertakings are entities that are controlled by the
Company. The definition of control involves three elements: power
over the investee; exposure or rights to variable returns and the
ability to use the power over the investee to affect the amount of
the investor's returns. The Group generally obtains power through
voting rights. Subsidiaries are consolidated from the date at which
the Group obtains the relevant level of control and are
de-consolidated from the date at which control ceases.
The acquisition method of accounting is used for all business
combinations. On acquisition, the cost is measured at the aggregate
of their fair values at the date of exchange, of assets given,
liabilities incurred or assumed, and equity instruments issued by
the Group in exchange for control of the acquire. Any costs
directly attributable to the business combination are expensed as
incurred. The acquiree's identifiable assets, liabilities and
contingent liabilities that meet the conditions for recognition
under IFRS 3 (Revised), "Business Combinations" are recognised at
fair values at the acquisition date.
Goodwill represents the excess of the consideration transferred,
the amount of any non-controlling interest in the acquiree and the
acquisition date fair value of any previous equity interest in the
acquiree over the fair value of the Group's share of the
identifiable net assets acquired is recorded as goodwill. If, after
reassessment, the Group's interest in the net fair value of the
acquiree's identifiable assets, liabilities and contingent
liabilities exceeds the cost of the business combination, the
difference is recognised directly in profit or loss. Any subsequent
adjustment to reflect changes in consideration arising from
contingent consideration amendments are recognised in profit or
loss.
Inter-company transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised
losses are also eliminated. Accounting policies of subsidiaries
have been adjusted where necessary to ensure consistency with the
policies adopted by the Group. All subsidiaries are wholly owned by
the Group.
2.3 Segmental reporting
In accordance with IFRS 8, segmental information is presented
based on the way in which financial information is reported
internally to the chief operating decision maker. The Group's
internal financial reporting is organised along product and service
lines and therefore segmental information has been presented about
business segments. A business segment is a group of assets and
operations engaged in providing products and services that are
subject to risks and returns which are different from those of
other business segments.
2.4 Revenue recognition
Revenue comprises the fair value of the consideration received
or receivable for the sale of goods and services in the ordinary
course of the Group's activities. Revenue is shown net of
value-added tax, returns, rebates and discounts and after
eliminating sales within the Group.
The Group recognises revenue when the amount of revenue can be
reliably measured, it is probable that future economic benefits
will flow to the entity and when specific criteria have been met
for each of the Group's activities.
Revenue is recognised on the following bases:
Class of revenue Recognition criteria
Subscription fees straight line basis over
the life of the contract
Managed services straight line basis over
the life of the contract
Consultancy on delivery of service to
customers
Vulnerability assessment on delivery of service to
customers
Revenue is recognised as the client receives the benefit of the
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 from the provision of professional services such as
penetration testing, consultancy and strategic intelligence
assignments are 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.
Revenue from cyber monitoring contracts (including
installation), intelligence embedded analyst and report
subscriptions includes advance payments made by the customer is
deferred (as a contract liability) and is then subsequently
recognised on a straight-line basis over the term of the contract.
Where they are billed periodically in a monthly in arrears basis,
revenues are recognised at that point.
Contracts values are typically fixed price and the pricing level
is based on management experience of pricing adequate mark up of
prime cost. Where additional services need to be delivered outside
of the contract a time and materials basis based on day rates is
used.
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 associated sales commissions 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 Consultancy are recognised in the month of
invoice. The timing and any conditionality for the payment of
commissions is governed under the then applicable sales incentive
plan.
Revenues are exclusive of applicable sales taxes and are net of
any trade discounts. There are no financing components in any of
our revenue streams.
Contract Assets (accrued incomes) balance were GBP63,692 (2020:
GBP27,747) and is included in prepayments and accrued income (note
19) and the change compared to the previous year was due to short
term timing differences. Contract Liabilities (deferred incomes)
balance of GBP1,108,317 (2020: GBP1,237,347). Included in the
Contract Liabilities at the 31 March 2021 were approximately
GBP121,327 (2020: GBP40,926) residual balance from prior year. All
Contract Assets at the 2021 year end arose towards the end of the
period. All contract assets have short cash conversion periods and
all assets at the year end have since been monetised.
The Board considers that the information in note 4 adequately
depicts how the nature, amount, timing and uncertainty of revenue
and cash flow are affected by economic factors.
2.5 Taxation
The tax expense for the year represents the total of current
taxation and deferred taxation. The charge in respect of current
taxation is based on the estimated taxable profit for the year.
Taxable profit for the year is based on the profit as shown in the
income statement, as adjusted for items of income or expenditure
which are not deductible or chargeable for tax purposes. The
current tax liability for the year is calculated using tax rates
which have either been enacted or substantively enacted at the
reporting date.
Deferred tax is provided in full, using the liability method on
temporary differences arising between the tax base of assets and
liabilities and their carrying values in the financial statements.
Deferred tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a
business combination that, at the time of the transaction, affects
neither accounting nor taxable profit or loss. Deferred tax is
determined using tax rates which have been enacted or substantively
enacted at the reporting date and are expected to apply when the
related deferred tax asset is realised, or the deferred income tax
liability is settled.
Deferred tax assets are recognised for all deductible temporary
differences, carry forward of tax assets and unutilised tax losses,
to the extent that it is probable that taxable profits will be
available against which the deductible temporary differences, and
the carrying forward of tax assets and unutilised tax losses can be
utilised.
The carrying amount of deferred tax assets is reviewed at each
reporting date and adjusted to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the deferred tax assets to be utilised. Conversely,
previously unrecognised deferred tax assets are recognised to the
extent that it is probable that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be
utilised.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on tax rates and tax
laws that have been enacted or substantively enacted at the
statement of financial position date.
2.6 Foreign Currency
The Company has determined Sterling as its functional currency,
as this is the currency of the economic environment in which the
Company predominantly operates.
Transactions in currencies other than Sterling are recorded at
the rates of exchange prevailing on the dates of the transactions.
At each reporting date, the monetary assets and liabilities that
are denominated in foreign currencies are retranslated at the rates
prevailing on the reporting date. Non-monetary assets and
liabilities are carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at the
date when the fair value was determined. Gains and losses arising
on exchange are included in profit or loss.
Foreign currency differences arising on retranslation are
recognised in profit or loss.
In the case of foreign entities, the financial statements of the
Group's overseas operations are translated as follows on
consolidation: assets and liabilities, at exchange rates ruling on
reporting date, income and expense items at the average rate of
exchange for the period and equity at exchange rates ruling on the
dates of the transactions. Exchange differences arising are
classified as equity and transferred to a separate translation
reserve. Such translation differences are recognised in profit or
loss in the period in which the operation is disposed of. Foreign
exchange gains and losses arising from monetary item receivable
from or payable to a foreign operation, the settlement of which is
neither planned nor likely within the foreseeable future, are
considered to form part of net investment in a foreign operation
and are recognised directly in equity.
Goodwill and fair value adjustments arising on the acquisition
of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the closing rate.
Foreign currency gains and losses are reported on a net
basis.
2.7 Property, plant and equipment
All property, plant and equipment are stated at historical cost
less depreciation. Historical cost includes expenditure that is
directly attributable to the acquisition of the items.
All assets are depreciated in order to write off the costs, less
anticipated residual values of the assets over their useful
economic lives on a straight-line basis as follows:
-- Fixtures and fittings: 5 years
-- Computer equipment: 3 years
2.8 Intangible assets
Acquired intangible assets are shown at historical cost.
Acquired intangible assets have a finite useful life and are
carried at cost, less accumulated amortisation over the finite
useful life. All charges in the year are shown in the income
statement in administrative expenses.
Goodwill
Goodwill arising on acquisition is stated at cost. Goodwill is
not amortised, but subject to an annual test for impairment.
Impairment testing is performed by the Directors. Where impairment
is identified, it is charged to the income statement in that
period.
Software and brand licences
Acquired software and brand licences are shown at historical
cost. Software and brand licences have a finite useful life and are
carried at cost less accumulated amortisation. Amortisation is
calculated using the straight-line method to allocate the cost of
software and brand licences over the period of the licence. The
brand and software licences have been fully amortised in previous
accounting periods.
Research and development
Research expenditure is charged to the income statement in the
year incurred.
Development costs that are directly attributable to the design
and testing of identifiable and unique software products controlled
by the Group are recognised as intangible assets when the following
criteria are met:
-- it is technically feasible to complete the software so that it will be available for use;
-- management intends to complete the software product and use or sell it;
-- it can be demonstrated how the software product will generate
probable future economic benefits;
-- adequate technical, financial and other resources to complete
the development and to use or sell the software product are
available; and
-- the expenditure attributable to the software product during
its development can be reliably measured.
Other development expenditures that do not meet these criteria
are charged to the income statement in the year incurred.
Development costs recognised as assets are amortised over their
estimated useful life, which does not exceed 5 years.
Government tax credits available on eligible Research and
Development expenditure ('R&D Tax Credits') and not reclaimable
through other means are recognised in income and treated as a
government grant.
Customer relationships
Customer relationships are amortised over the period expected to
benefit as follows:
-- First Base: 10 years
-- Securestorm: 3 years
2.9 Impairment of non-financial assets
Assets that are subject to depreciation or amortisation are
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. A review
for indicators of impairment is performed annually. An impairment
loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount is
the higher of an asset's fair value less costs to sell and value in
use. Any impairment charge is recognised in the income statement in
the year in which it occurs. When an impairment loss, other than an
impairment loss on goodwill, subsequently reverses due to a change
in the original estimate, the carrying amount of the asset is
increased to the revised estimate of its recoverable amount, up to
the carrying amount that would have resulted, net of depreciation,
had no impairment loss been recognised for the asset in prior
years.
2.10 Financial instruments
The Group applies a simplified method of the expected credit
loss model when calculating impairment losses on its financial
assets which are measured at amortised cost such as trade
receivables, other debtors and prepayments. This resulted in
greater judgement due to the need to factor in forward-looking
information when estimating the appropriate amount to
provisions
(a) Financial Assets
The Group's Financial Assets include Cash and Cash Equivalents,
Trade Receivables and Other Receivables.
-- Initial Recognition and Measurement : Financial Assets are
classified as amortised cost and initially measured at fair
value.
-- Subsequent Measurement : Financial assets are subsequently
measured at amortised cost, using the effective interest method,
less impairment. Interest is recognised by applying the effective
interest method, except for short-term receivables when the
recognition of interest would be immaterial. The company only
offers short periods of credit to its customers and recorded
average debtor days of 37 at 31 March 2021 (2020: 66)
-- Derecognition of Financial Assets: The Company derecognises a
Financial Asset only when the contractual rights to the cash flows
from the asset expire, or it transfers the Financial Asset and
substantially all the risks and rewards of ownership of the asset
to another entity.
(b) Financial Liabilities and Equity Instruments
The Group's Financial Liabilities include Trade Payables,
Accruals and Other Payables. Financial Liabilities are classified
at amortised cost.
(c) Investments
Investments not in subsidiary undertakings are carried at fair
value through profit and loss.
Classification as Debt or Equity. Financial Liabilities and
Equity Instruments issued by the Company are classified according
to the substance of the contractual arrangements entered into and
the definitions of a Financial Liability and an Equity
Instrument.
2.11 Share capital
Ordinary shares (of nil par value) in the Company are classified
as equity. By definition all amounts arising from the issue of
these shares are attributable to Share Capital as are any directly
attributable (including any warrants issued as commissions) to
issue of new shares are shown in equity as a deduction to the share
capital account. The Company does not maintain a separate share
premium account.
2.12 Reserves
The consolidated financial statements include the following
reserves: translation reserve, share option reserve, 2022
Liabilities reserve and accumulated losses. Premiums paid on the
issue of share capital, less any costs relating to these, are
posted to the share capital account as referenced above.
2.13 Trade payables
Trade payables are obligations to pay for goods and services
that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less. If not, they are
presented as non-current liabilities.
Trade payables are recognised initially at fair value and are
subsequently measured at amortised cost using the effective
interest method. As the payment period of trade payables is short,
future cash payments are not discounted as the effect is not
material.
2.14 Leases
When entering into a contract the Group assesses whether or not
a lease exists. A lease exists if a contract conveys a right to
control the use of an identified asset under a period of time in
exchange for consideration. Leases of low value items and
short-term leases (leases of less than 12 months at the
commencement date) are charged to the profit or loss on a
straight-line basis over the lease term in administrative
expenses.
The Group recognises right-of-use assets at cost and lease
liabilities on the statement of financial position at the lease
commencement date based on the present value of future lease
payments. The right-of-use assets are amortised on a straight-line
basis over the length of the lease term. The lease liabilities are
recognised at amortised cost using the effective interest rate
method. Discount rates used reflect the incremental borrowing rate
specific to the lease.
2.15 Pensions
The Company operates a defined contribution pension scheme under
which fixed contributions are payable. Pension costs charged to the
income statement represent amounts payable to the scheme during the
year.
2.16 Share-based payments
The cost of share-based payment arrangements, which occur when
employees receive shares or share options, is recognised in the
income statement over the period over which the shares or share
options vest.
The expense is calculated based on the value of the awards made,
as required by IFRS 2, 'Share-based payment'. The fair value of the
awards is calculated by using the Black-Scholes and Monte Carlo
option pricing models taking into account the expected life of the
awards, the expected volatility of the return on the underlying
share price, vesting criteria, the market value of the shares, the
strike price of the awards and the risk-free rate of return. The
charge to the income statement is adjusted for the effect of
service conditions and non-market performance conditions such that
it is based on the number of awards expected to vest. Where vesting
is dependent on market-based performance conditions, the likelihood
of the conditions being achieved is adjusted for in the initial
valuation and the charge to the income statement is not, therefore,
adjusted so long as all other conditions are met.
Where an award is granted with no vesting conditions, the full
value of the award is recognised immediately in the income
statement.
2.17 Provisions
Provisions are recognised in the statement of financial position
where there is a legal or constructive obligation to transfer
economic benefits as a result of a past event. Provisions are
discounted using a rate which reflects the effect of the time value
of money and the risks specific to the obligation, where the effect
of discounting is material.
Provisions are measured at the present value of expenditures
expected to be required to settle the obligation using a pre-tax
rate that reflects current market assessments of the time, value of
money and the risks specific to the obligation. The increase in
provision due to the passage of time is recognised as interest
expense.
3. Critical accounting estimates and judgements
The preparation of the Group financial statements in conformity
with IFRSs as applied in accordance with the provisions of the
Companies Act 2006 requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in
the process of applying the Group's accounting policies. Estimates
and judgements are continually evaluated and are based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the present
circumstances. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are
significant to the Group financial statements are disclosed
below.
Judgements:
Investment in Furnace Technologies Limited
The investment agreement in Furnace Technologies Limited has
allocated Falanx Group Limited 20% of its equity. It is considered
a financial as opposed to an operational investment as Falanx does
not have the right to appoint a board member and plays no part in
its operations or policymaking. There is no ongoing obligation to
provide further investment to Furnace and Furnace has no part in
the business plans of Falanx. There is no interchange of management
personnel and any transactions between the companies are small and
are on an arm's length basis. Consequently, it has not been treated
as an associated company. The investment balance has been impaired
in full as at 31 March 2021 on the following basis;
-- Furnace had not yet generated material revenues
-- Furnace had not received external funding at the date of this
report which would allow an objective measure of the equity value
which would validate the capital structure and its carrying
value.
Estimates:
Management do not consider there to be significant accounting
estimates in respect of the year ended 31 March 2021.
Impairment of intangible assets
Management have assessed indicators of impairment and conducted
an impairment review of intangible assets. They have made
judgements as to the likelihood of them generating future cash
flows, the period over which those cash flows will be received and
the costs which are attributable against them. The recoverable
amount is determined using the value in use calculation. The use of
this method requires the estimation of future cash flows and the
selection of a suitable discount rate in order to calculate the
present value of these cash flows (refer to note 10.2).
In support of the assumptions, management use a variety of
sources. In addition, management have undertaken scenario analyses,
including a reduction in sales forecasts, which would not result in
the value in use being less than the carrying value of the
cash-generating unit. However, if the business model is not
successful, the carrying value of the intangible assets may be
impaired and may require writing down.
4. Segmental reporting
As described in note 2, the Directors consider that the Group's
internal financial reporting is organised along product and service
lines and, therefore, segmental information has been presented
about business segments. The categorisation of business activities
into segments is analysed per division to be consistent with the
views of the chief operating decision maker, as highlighted in the
Chief Executive Officer's report. The segmental analysis of the
Group's business is derived from its principal activities as set
out below. The information below also comprises the disclosures
required by IFRS 8 in respect of products and services as the
Directors consider that the products and services sold by the
disclosed segments are essentially similar and therefore no
additional disclosure in respect of products and services is
required. The other segment consists of the parent company's
administrative operation.
Reportable segments
The reportable segment results for the year ended 31 March 2021
are as follows:
Corporate
Intelligence Cyber segment Total
GBP GBP GBP GBP
Assynt report & embedded analysts 2,016,062 - - 2,016,062
Professional services 108,375 2,272,951 - 2,381,326
Monitoring managed services - 846,773 - 876,773
----------------------------------------- ------------- ---------- ------------ ------------
Revenues from external customers 2,124,437 3,119,724 - 5,244,161
----------------------------------------- ------------- ---------- ------------ ------------
Gross Margin 559,048 1,016,937 - 1,575,985
Segment Reported EBITDA (32,312) (419,020) (918,607) (1,369,939)
Highlighted costs (Note 5) 123,247 (27,369) 14,476 110,354
Segment Adjusted EBITDA 90,935 (446,389) (904,131) (1,259,585)
----------------------------------------- ------------- ---------- ------------ ------------
Finance expense-net - (1,346) (31,224) (32,570)
Depreciation and amortisation (29,587) (308,590) (195,305) (533,482)
Impairment of Furnace equity investment
(Note 17) - - (340,000) (340,000)
Impairment of Furnace loan investment
(Note 18) - - (1,100,000) (1,100,000)
Share option expense (2,313) (8,112) (165,524) (175,949)
Segment loss before tax for the
year (64,212) (737,068) (2,750,660) 3,551,940
----------------------------------------- ------------- ---------- ------------ ------------
The reportable segment results for the year ended 31 March 2020
are as follows:
Corporate
Intelligence Cyber segment Total
GBP GBP GBP GBP
----------------------------------- ------------- ---------- ------------ ------------
Assynt report & embedded analysts 2,006,220 - - 2,006,220
Professional services 136,247 2,647,814 - 2,784,061
Monitoring managed services - 1,060,894 - 1,060,894
Revenues from external customers 2,142,467 3,708,708 - 5,851,175
----------------------------------- ------------- ---------- ------------ ------------
Gross Margin 804,842 1,408,228 - 2,213,070
Segment Reported EBITDA 3,310 (379,985) (1,507,360) (1,884,035)
Highlighted costs (Note 5) 7,397 (34,235) 347,011 320,173
Segment Adjusted EBITDA 10,707 (414,220) (1,160,349) (1,563,862)
Finance expense-net 377 (764) (23,542) (23,929)
Depreciation and amortisation (30,723) (299,623) (152,329) (482,675)
Impairment of Furnace investment - - (260,000) (260,000)
Share option expense (38,671) (45,272) (144,423) (228,366)
Segment loss before tax for the
year (65,707) (725,644) (2,087,654) (2,879,005)
----------------------------------- ------------- ---------- ------------ ------------
Segment assets consist primarily of property, plant and
equipment, intangible assets, trade and other receivables and cash
and cash equivalents. Unallocated assets comprise deferred tax
assets, financial assets held at fair value through profit or loss
and derivatives. Segment liabilities comprise operating
liabilities; liabilities such as deferred taxation, borrowings and
derivatives are not allocated to individual business segments.
Segment assets and liabilities as at 31 March 2021 and capital
expenditure for the year then ended are as follows:
Corporate
Intelligence Cyber segment Total
GBP GBP GBP GBP
---------------------------------- ------------- ---------- ---------- ----------
Contract assets 1,551 62,141 - 63,692
Other assets 374,615 3,741,016 1,526,695 5,642,326
Contract liabilities (deferred
income) 643,317 465,000 - 1,108,317
Other liabilities 389,175 588,087 1,029,262 2,006,524
Capital expenditure - Tangible - 31,007 5,154 36,161
Capital expenditure - Intangible - 157,780 - -
---------------------------------- ------------- ---------- ---------- ----------
Segment assets and liabilities as at 31 March 2020 and capital
expenditure for the year then ended are as follows:
Corporate
Intelligence Cyber segment Total
GBP GBP GBP GBP
---------------------------------- ------------- ---------- ---------- ----------
Contract assets 14,047 13,700 - 27,747
Other assets 1,022,230 4,316,992 2,883,433 8,222,655
Contract liabilities (deferred
income) 807,860 429,487 - 1,237,347
Other liabilities 335,031 492,944 1,215,588 2,043,563
Capital expenditure - Tangible 1,262 32,224 221,584 255,070
Capital expenditure - Intangible - 378,484 - 378,484
---------------------------------- ------------- ---------- ---------- ----------
Geographical information
The Group's business segments operate in six geographical areas,
although all are managed on a worldwide basis from the Group's head
office in the United Kingdom. All non-current assets are in the
United Kingdom.
A geographical analysis of revenue and non-current assets is
given below. Revenue is allocated based on location of customer;
non-current assets are allocated based on the physical location of
the asset.
Revenue by geographical location 2021 2020
GBP GBP
---------------------------------- ---------- ----------
United Kingdom 3,917,656 4,650,608
Europe 527,903 508,170
The Americas 455,411 329,390
Australasia 185,900 191,249
Middle East and Africa 157,291 171,758
---------------------------------- ---------- ----------
5,244,161 5,851,175
---------------------------------- ---------- ----------
Non-current assets 2021 2020
GBP GBP
-------------------- ---------- ----------
United Kingdom 4,084,481 6,001,485
4,084,481 6,001,485
-------------------- ---------- ----------
Major customers
No customer contributed 10% or more to the Group's revenue in
2021 (2020: nil). The highest individual customer contributed c6%
of revenues.
Contract Assets (accrued incomes) balances were GBP63,992 (2020:
GBP27,747). Included in the Contract Liabilities (deferred incomes)
at the 31 March 2021 were approximately GBP80,602 (2020: GBP40,926)
residual balance from prior year. All Contract Assets at the
2021-year end arose towards the end of the period and were billed
and collected in the normal course of business in the next
financial year.
Contract Contract Contract Contract
Assets Assets Liabilities Liabilities
2021 2020 2021 2020
GBP GBP GBP GBP
------------------------------------------- --------- ---------- ------------ ------------
At 1 April 27,747 197,230 (1,237,347) (1,109,831)
Transfers in the year from contract
assets to trade receivables (27,747) (197,230) - -
Transfers from contract liabilities
to revenue in the year - - 1,116,019 1,022,437
Amount recognised as revenue in the
year not yet invoiced 63,992 27,747 - -
Amount invoiced in advance not recognised
as revenue in the year - - (986,989) (1,149,953)
------------------------------------------- --------- ---------- ------------ ------------
At 31 March 63,992 27,747 (1,108,317) (1,237,347)
------------------------------------------- --------- ---------- ------------ ------------
5. Highlighted costs and Adjusted EBITDA
Operating loss includes the following items which the Directors
consider to be one-off in nature, non-cash expenses or necessary
elements of expenditure to derive future benefits for the Group
which have not been capitalised on the consolidated statement of
financial position.
5.1 Highlighted costs
2021 2020
GBP GBP
---------------------------- ---- ---------- ---------
Restructuring costs a) (24,668) 227,535
Infrastructure upgrade b) 66,887 235,705
Rent c) (107,285) (75,993)
Gain on furnace operations d) - (67,074)
Closed premises e) 141,521 -
Other f) 33,899 -
110,354 320,173
--------------------------------- ---------- ---------
a) Restructuring costs
Cost of corporate development and professional services
associated with the restructuring. Prior year cost related to cost
of restructuring the key management including severance payment and
transition costs for integration of acquired subsidiary (First
Base). This did not include any impact of COVID-19.
b) Infrastructure upgrade
Cost of technology, infrastructure, and upgrade of applications
for internal use and customer delivery.
c) Rent
Re-instatement of accounting charge in respect of rental
payments on the Reading lease not reflected under IFRS 16. The
group uses Adjusted EBITDA as a metric for business unit assessment
and this reflects the underlying cost of the rental.
d) Gain on furnace operations
Gain on the spin out of furnace IP disposed of in the prior
year, as this was spun out in the prior year, the gain on furnace
operations is GBPNil in the year ended 31 March 2021 and the
overall investment in Furnace was fully impaired in the year as per
notes 17 & 18 to these accounts
e) Closed premises
Costs including unused rental periods and lease dilapidations
related to London and Sussex premises closed during summer
2020.
5.2 Adjusted EBITDA
2021 2020
GBP GBP
--------------------------------------------------- ------------ ------------
Operating loss (3,519,370) (2,855,076)
Depreciation and amortisation 533,482 482,675
Impairment of Furnace equity investment (Note 12) 340,000 260,000
Impairment of loan receivable from Furnace (Note 1,100,000 -
13)
--------------------------------------------------- ------------ ------------
EBITDA (1,545,888) (2,112,401)
Share option expense 175,949 228,366
Highlighted costs (note 5.1) 110,354 320,173
--------------------------------------------------- ------------ ------------
Adjusted EBITDA (1,259,585) (1,563,862)
--------------------------------------------------- ------------ ------------
6. Operating loss
Operating loss for the year is stated after charging the
following:
2021 2020
GBP GBP
----------------------------------------------------- ---------- ---------
Depreciation of owned property, plant and equipment 75,753 83,654
Amortisation of right of use asset 108,981 77,195
Amortisation and impairment of intangible fixed
assets 378,484 318,181
Impairment of investment in Furnace (Note 12) 340,000 260,000
Impairment of Furnace loan receivable (Note 13) 1,100,000 -
Operating lease rentals - Land & Buildings 49,036 124,461
Share based payment expense 175,949 228,366
Foreign exchange loss 17,850 14,118
R&D tax credit (19,894) (74,516)
----------------------------------------------------- ---------- ---------
7. Income tax expense
2021 2020
GBP GBP
Current tax
Current tax on loss for the year - -
Over provision in prior year - 2,323
-------------------------------------------- ------ ------
Total current tax - 2,323
-------------------------------------------- ------ ------
Deferred tax
Deferred tax (credit)/expense for the year - -
-------------------------------------------- ------ ------
Total deferred tax - -
-------------------------------------------- ------ ------
Income tax expense - 2,323
-------------------------------------------- ------ ------
The parent Company is resident in the UK for tax purposes
together with certain subsidiaries. Other subsidiaries are resident
in foreign tax jurisdictions; however, no group company currently
has taxable profits.
Potential deferred tax asset
The extent to which deferred tax assets can be recognised is
based on an assessment of the probability of the Group's future
taxable income against which the deferred tax assets can be
utilised. This is based on projected forecasts and budgets which
are reviewed by the Directors and judgement is made as to whether
the deferred tax asset can be recognised. At 31 March 2021, a
deferred tax asset has not been recognised (2020: GBPnil).
Accumulated tax losses (subject to HMRC) agreement stood at
approximately GBP13.9m (2020: GBP12.9m). No asset in respect of
these losses has been recognised.
The tax charge for the year is different from the standard rate
of corporation tax in the United Kingdom of 19% (2020: 19%). The
difference can be reconciled as follows:
2021 2020
GBP GBP
------------------------------------------------ ------------ ------------
Loss before tax (3,551,940) (2,879,005)
------------------------------------------------ ------------ ------------
Tax calculated at the applicable rate based on
the loss for the year 19% (2020: 19%) (674,869) (547,011)
Tax effects of:
Creation of tax losses 288,251 414,304
Expenses not deductible for tax purposes 307,030 102,584
Non taxable income (11,043) (21,975)
Deferred tax not recognised 90,631 52,098
Current tax on loss for the year - -
------------------------------------------------ ------------ ------------
8. Disposal of IP
2021 2020
Consideration received or receivable Note GBP GBP
-------------------------------------- ----- ----- ------------
Loan Receivable 18 - 1,100,000
20% Share Capital in Furnace
Technologies Limited 17 - 600,000
Total disposal consideration - 1,700,000
Carrying amount of net assets
sold - (1,641,334)
---------------------------------------- ----- ----- ------------
Gain on sale before income tax - 58,666
Income tax expense on gain - -
-------------------------------------- ----- ----- ------------
Gain on sale after income tax - 58,666
---------------------------------------- ----- ----- ------------
9. Basic and diluted earnings per share
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year. There
are no dilutive share options at present as these would currently
increase the loss per share.
2021 2020
------------------------------------------------- ------------ ------------
Loss from continuing operations attributable to
equity holders of the Company (3,551,940) (2,881,328)
Total basic and diluted loss per share (pence
per share) (0.77) (0.72)
------------------------------------------------- ------------ ------------
Weighted average number of shares used as the denominator
2021 2020
------------------------------------------------------- ------------ ------------
Weighted average number of ordinary shares used
as the denominator in the calculating basic earnings
per share 462,675,158 400,401,185
------------------------------------------------------- ------------ ------------
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares in issue to assume the
conversion of all dilutive potential ordinary shares. The Company's
dilutive potential ordinary shares arise from warrants and share
options. In respect of the warrants, a calculation is performed to
determine the number of shares that could have been acquired at
fair value, based upon the monetary value of the subscription
rights attached to the outstanding warrants. The number of shares
calculated as above is compared with the number of shares that
would have been issued assuming the exercise of the warrants.
At 31 March 2021, the potentially dilutive ordinary shares were
anti-dilutive because the Group was loss-making. The basic and
diluted earnings per share as presented on the face of the income
statement are therefore identical. All earnings per share figures
presented above arise from continuing and total operations and,
therefore, no earnings per share for discontinued operations is
presented.
10. Intangible assets
Goodwill Software Website Development Customer Total
and
brand licences costs costs relationships
GBP GBP GBP GBP GBP GBP
--------------------- ---------- --------------- -------- ------------ -------------- ----------
Cost
At 1 April 2020 1,904,172 916,301 112,935 - 2,613,308 5,546,716
Additions - - - 157,779 - 157,779
At 31 March 2021 1,904,172 916,301 112,935 157,779 2,613,308 5,704,495
Amortisation and
impairment
At 1 April 2020 53,438 916,301 36,773 - 646,395 1,652,907
Amortisation charge
for year - - 37,641 20,318 290,789 348,748
At 31 March 2021 53,438 916,301 74,414 20,318 937,184 2,001,655
--------------------- ---------- --------------- -------- ------------ -------------- ----------
Net book value
At 31 March 2021 1,850,734 - 38,521 137,461 1,676,124 3,702,840
--------------------- ---------- --------------- -------- ------------ -------------- ----------
At 1 April 2019 2,078,538 916,301 83,599 1,029,554 2,613,308 6,721,300
Additions - - 29,336 349,148 - 378,484
Disposals (174,366) - - (1,378,702) - (1,553,068)
At 31 March 2020 1,904,172 916,301 112,935 - 2,613,308 5,546,716
Amortisation and
impairment
At 1 April 2019 53,438 916,301 9,382 - 355,606 1,334,727
Amortisation charge
for year - - 27,391 - 290,789 318,180
At 31 March 2020 53,438 916,301 36,773 - 646,395 1,652,907
--------------------- ---------- -------- -------- ------------ ---------- ------------
Net book value at
31 March 2020 1,850,734 - 76,162 - 1,966,913 3,893,809
--------------------- ---------- -------- -------- ------------ ---------- ------------
10.1 Goodwill
As detailed in note 2.8 to the consolidated financial
statements, the Directors test goodwill annually for impairment by
calculating the value in use of each cash generating unit using
discounted cash flow techniques and comparing it to the carrying
amount of goodwill.
The Directors have undertaken an impairment review of the
goodwill at the reporting date relating to the acquisition of
Falanx Cyber Defence Limited, the trade and assets of First Base
Technologies LLP and Securestorm Limited, all of which were
amalgamated into Falanx Cyber Defence Limited in the prior year in
order to streamline operations.
Analysis of goodwill allocated to the Cyber segment:
2021 2020
GBP GBP
----------------------------------------------------- ---------- ----------
Goodwill arising from acquisition of cyber security
organisations 1,850,734 1,850,734
Total 1,850,734 1,850,734
----------------------------------------------------- ---------- ----------
The recoverable amount of the CGU is based on fair value less
costs of disposal estimated using discontinued cash flows. The
measurement was categorised as Level 3 on the inputs used in the
valuation technique.
The cash generating unit's value in use has been assessed using
the following assumptions:
Discount rate 15% 15%
Average forecast EBITDA growth next 5 years 7% 7%
Growth rate 5-10 years 10% 10%
Perpetuity thereafter 10% 10%
In determining value in use, the Directors have prepared
financial and business forecasts. These forecasts indicate growth
rates that increase by various rates throughout the 10-year
forecast period (excluding any periods beyond this). The discount
rate applied is an estimate based on industry weighted average cost
of capital.
Goodwill of First Base has been evaluated by reviewing similar
inputs save for growth scenario reflecting current growth rates of
10% over the 10-year horizon to reflect overall growth in the asset
from new customers, and then comparing the excess of the NPV of
future cash flows to the overall intangible including the customer
relationships asset. This testing indicates that NPV will be less
than carrying value if a discount rate in excess of 24% is
used.
The estimated recoverable amount of the CGU exceeded its
carrying amount (including developments costs and customer
relationship intangibles) by GBP7.5m (2020: GBP2.4m)
Following the impairment review the Directors do not consider
that the carrying value of goodwill detailed above is impaired at
the reporting date.
10.2 Customer relationships
The customer relationships intangible assets arise on the
acquisition of subsidiaries when accounted for as a business
combination and relate to the expected value to be derived from
contracted and non-contractual relationships. These customer assets
are valued on a value in use basis. The value placed on the
contractual customer relationships, as per the third-party
valuation carried out, is based on the expected cash revenue
inflows over the estimated remaining life of each existing
contract. The value placed on the non-contractual customer
relationships is based on past revenue performance by virtue of the
customer relationships; but using the 0.82% average annual
attrition rate since acquisition in March 2018. Associated cash
outflows have been based on historically achieved margins. The net
cash flows are discounted at a rate of 15% which the Directors
consider is commensurate with the risks associated with capturing
returns from customer relationships and reflects the group's WACC
including the impact of the loan drawn down in August 2021. This is
further described in note 3 to these accounts.
The Directors consider that the period expected to benefit in
respect of the customer relationships acquired with the trade and
assets of First Base Technologies LLP is ten years. The Directors
consider that the period expected to benefit in respect of the
customer relationships acquired with Securestorm Limited is three
years as it is a smaller and newer business than First Base and has
a significant level of customer concentration.
Whilst certain sales orders received by the business fell in the
first few months of the financial year ended 31 March 2021 this is
due to the ongoing COVID-19 situation. Orders fell between March
2020 and July 2020 but have since recovered strongly (with orders
from new and existing customers) and are now ahead of the levels
pre COVID-19. This growth has been reflected in the overall
assessment of the intangibles (both goodwill and customer list) and
more than supports their carrying values against a range of
sensitivity tests carried out around expected growth rates and
discount rates. The following other sensitivities have been applied
to the determination of the value of the customer base. This was
carried out by a multi period excess earnings model and was based
on a 10-year horizon. This assumes that post the COVID-19 scenario
Cyber revenues return to their previous growth rate of c15%.
Growth rate (long term economic average) 1.5% (achieved growth rate c15%)
EBITDA Margin 24.0 - 35.0%
Return on Workforce 1.81%
Tax Rate 17-19%
A similar analysis has been carried out on the intangibles
arising from the purchase of Securestorm Limited in July 2018. This
has generated a customer intangible of GBP0.16m and a goodwill
balance of GBP0.1m. The customer base will be amortised on a
straight-line basis over a period of 3 years due to high customer
concentration (although the main customer is under a multi-year
contract which has recently renewed in July 2021) and relatively
short existence (founded 2014).
Similar tests to those performed on the First Base intangibles
have been applied to the intangibles arising from this transaction
and no impairment of goodwill has been identified. An analysis has
been conducted which shows that the NPV of the customer bases
commences to fall below the carrying value when a discount rate of
24% is used.
11. Right of use assets
2021 2020
GBP GBP
----------------------------- -------- --------
Cost
At 1 April 549,448 -
Additions - 549,448
At 31 March 549,448 549,448
Amortisation and impairment
At 1 April 77,195 -
Amortisation charge
for year 108,981 77,195
At 31 March 186,176 77,195
-------------------------------- -------- --------
Net book value
At 31 March 363,272 472,253
-------------------------------- -------- --------
This asset relates to the Reading office lease, refer to note
26.
12. Investments with fair value through profit and loss
2021 2020
GBP GBP
------------- ---------- ----------
At 1 April 340,000 -
------------- ---------- ----------
Additions - 600,000
------------- ---------- ----------
Impairment (340,000) (260,000)
------------- ---------- ----------
At 31 March - 340,000
------------- ---------- ----------
On 19 December 2019, the Group disposed of the business and
assets of Furnace. The total consideration received was
GBP1,700,000, which included the issue and allotment of 20% of the
share capital in Furnace Technologies, the buyer's company. The
equity value at completion was GBP600,000. In April 2020 Furnace
Technologies received an external equity investment of GBP30,000 at
the same valuation.
The Group are satisfied that it does not have a significant
influence over Furnace Technologies and have recognised the
shareholding as a financial asset. At the reporting date, the Group
continued to hold 20% in Furnace Technologies. Due to the
early-stage nature and lack of external investment to Furnace it
has not been possible to form an objective view as to the carrying
value of this investment due to uncertainty as to its ability to
make repayment without external investment and revenue growth
having been achieved. The equity which was previously recorded at
GBP0.34m has therefore been fully provided for in the year ended 31
March 2021. The Company
will continue to review this assets performance and may increase
its carrying value at a point when Furnace has either commenced
significant revenue generation or has received external
investment.
13. Loan Receivable
2021 2020
GBP GBP
------------------------------------------- ------ ----------
Loan receivable from Furnace Technologies
Ltd - 1,100,000
-------------------------------------------- ----- ----------
- 1,100,000
-------------------------------------------------- ----------
On 19 December 2019, the Board disposed of the business and
assets of Furnace. The total consideration received was
GBP1,700,000, partly funded by the way of an unsecured loan note
for GBP1,100,000 to Furnace Technologies Ltd, the buyer. As
referenced in note 17 above, it has not been possible to form an
objective view as to the carrying value of this asset due to
uncertainty as to its ability to make repayment without external
investment and revenue growth having been achieved. The loan note
has therefore been fully provided for. The Company will continue to
review this assets performance and may increase its carrying value
at a point when Furnace has either commenced significant revenue
generation or has received external investment.
14. Lease liability
Nature of leasing activities
The Group at the date of this report only has one property lease
and this is for the Reading office which is now the Group's
registered office.
Lease terms are negotiated on an individual basis and contains
separate terms and conditions.
2021 2020
------------------------- ----- -----
Number of active leases 1 1
------------------------- ----- -----
Lease liability at year end
2021 2020
GBP GBP
----------------------------------- ---------- ---------
Non-current
Lease liability 252,874 348,872
--------------------------------------- ---------- ---------
252,874 348,872
----------------------------------- ---------- ---------
Current
----------------------------------- ---------- ---------
Lease liability 95,997 89,312
--------------------------------------- ---------- ---------
95,997 89,312
----------------------------------- ---------- ---------
Total Lease liability 378,871 438,184
--------------------------------------- ---------- ---------
Analysis of lease liability
At 1 April 438,184 -
Additions - 438,516
Interest expense 28,799 24,275
Lease payments (118,112) (24,607)
At 31 March 348,871 438,184
--------------------------------------- ---------- ---------
Analysis of gross value of
lease liabilities
----------------------------------- ---------- ---------
Maturity of the lease liabilities 2021 2020
is analysed as follows:
----------------------------------- ---------- ---------
Within 1 year 95,997 89,937
--------------------------------------- ---------- ---------
Later than 1 year and less
than 5 years 252,874 348,872
--------------------------------------- ---------- ---------
At 31 March 348,871 438,809
--------------------------------------- ---------- ---------
15. Related party transactions
Falanx Group Limited provided head office and management
services to subsidiary companies and supported them with working
capital during the year ended 31 March 2021 and in total advanced
GBPNil (2020: GBP0.6m) to its subsidiaries, all of which are wholly
owned.
On 30 October 2020, following the release of the annual report
for 31 March 2020, and as part of the placing announced on 29
September 2020 certain members of the Board of Directors and senior
management subscribed for a total of GBP75,000 resulting in the
issue of 7,500,000 new ordinary shares in the Company. This
intention was announced on 29 September 2020, and they all
participated on the same terms as other shareholders who invested
at this point.
Director subscriptions
The following members of the Board of Directors and senior
management subscribed for shares in the Company in the amounts set
out in the table below:
Director Current Holding % of Existing Number of Holding post % of Enlarged
Ordinary Subscription Fundraise Share Capital
Shares Shares
Michael David
Read
(CEO) 11,813,940 2.28% 3,500,000 15,313,940 2.91%
Alex Hambro
(Non-Executive
Chairman) 1,250,000 0.24% 1,500,000 2,750,000 0.52%
Ian Selby
(CFO) 1,069,348 0.21% 1,000,000 2,069,348 0.39%
Emma Shaw (NED) 866,666 0.17% 500,000 1,366,666 0.26%
Rick Flood
(MD of Cyber,
PDMR) 499,702 0.10% 1,000,000 1,499,702 0.29%
Total 15,499,656 2.99% 7,500,000 22,999,656 4.38%
The participation by Michael Read, Alex Hambro, Ian Selby, Emma
Shaw and Rick Flood in the Fundraising constituted a related party
transaction for the purposes of the AIM Rules. In the absence of
any independent director, the Company's nominated adviser, Stifel,
considered that the terms of the related party transaction were
fair and reasonable insofar as shareholders are concerned.
16. Events after the reporting period
On 29 April 2021, the Group announced changes to certain
outstanding share options to reduce potential tax charges for both
the option holder and the Company. This involved the cancellation
of 29,119,200 unapproved share options with exercise prices between
1p and 1.92p, and their immediate reissue under identical terms
under the Group's EMI approved scheme. On 18 August 2021, the Group
announced a five-year Growth Loan facility with BOOST&Co of
which the key terms are:
-- Initial GBP1m loan secured over the Group's assets, expected to
increase to GBP2.5m to fund acquisitions & investment programmes
-- Annual interest of 11%, and straight-line amortisation of the loan
commencing after 12 months
-- The loan carries a 3% early prepayment fee on the then amount outstanding
-- The proceeds of this will enable the Group to make earnings enhancing
acquisitions to strengthen its core Cyber division, as well as supporting
the Group's overall organic growth plans.
-- On 18 August 2021, the Group announced that options over a total
of 7,000,000 Ordinary Shares of nil par value each were granted
to 7 employees.
17. Statutory accounts
The financial information for the year ended 31 March 2021 is
derived from the statutory accounts for that year which have been
delivered to the Registrar of Companies. The auditors reported on
those accounts and their report was unqualified and did not contain
a statement under either Section 498 (2) or Section 498 (3) of the
Companies Act 2006 and did not include references to any matters to
which the auditor drew attention by way of emphasis.
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END
FR GZGZLGRVGMZZ
(END) Dow Jones Newswires
September 29, 2021 02:00 ET (06:00 GMT)
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