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Interim Results

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RNS Number : 7102A  ECSC Group PLC  27 September 2022

27 September 2022

ECSC Group plc

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

Unaudited interim results for the six months ended 30 June 2022

 

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

Financial Highlights

·    MDR order book up 30% to £2.9m (31 December 2021: £2.2m)

·      Group revenue of £2.77m (H1 2021: £3.01m)

·    Assurance division (testing, standards and certification services)
revenue of £1.48m (H1 2021: £1.49m)

 

Post-Period Highlights

·    Mid-Sept 2022 Assurance booking level up 30% upon the year-to-date
mid-month average

·    Appointment of new CEO

·    Return to a level of MDR new service wins comparable to pre-COVID
levels

·    Partnership with Securonix, joining their global Managed Service
Provider (MSP) programme

 

Matthew Briggs, Chief Executive Officer of ECSC, commented:

 

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

 

Enquiries:

 ECSC Group plc                             +44 (0) 1274 736 223

Ian Mann (Executive Chairman)

Matthew Briggs (Chief Executive Officer)
 Allenby Capital (NOMAD and Broker)         +44 (0) 203 3285 656

David Hart

Piers Shimwell

Notes to Editors:

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

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

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

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

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

Chairman's Statement

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

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

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

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

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

 

Ian Mann

Executive Chairman

27 September 2022

 

Chief Executive Officer's Statement

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

 

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

 

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

 

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

 

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

 

Key Performance Indicators

The following Key Performance Indicators:

                                                                                                                                              Jun         Dec           Jun

 Performance                                                  Rationale                                                                       2022        2021          2021

 Indicator                                                                                                                                    (interim)   (full year)   (interim)
 Revenue Growth*                                              Measurement of the success of the organic growth strategy                       -8%         8%            15%
 Managed Detection and Response Recurring Revenue Growth*     Visibility of the success of increasing the percentage of revenue from
                                                              long-term recurring revenues

                                                                                                                                              -17%        7%            12%
 Managed Detection and Response Recurring Revenue Proportion  Visibility of the success of increasing the percentage of revenue from
                                                              long-term recurring revenues

                                                                                                                                              39%         42%           44%
 Managed Detection and Response Order Book                    Combined measurement of new client contracts together with renewals of          £2.9m       £2.2m         £2.7m
                                                              existing client contracts
 Managed Detection and Response Gross Margin                  Delivery efficiency measurement                                                 46%         61%           64%
 Assurance Repeat Revenue                                     Quasi-recurring from longer-term consulting clients                             87%         81%           83%
 Assurance Gross Margin                                       Delivery efficiency measurement                                                 58%         63%           61%

 Research and Development (percentage of Group revenue)       Investment in future cyber technologies, service enhancements and intellectual  18%         15%           16%
                                                              property

* Percentage change when compared to the prior comparable period.

 

Matthew Briggs

Chief Executive Officer

27 September 2022

Financial Review

 

Principal Activities

 

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

 

 

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

 Depreciation and Amortisation  (197)      (206)      (400)

 Adjusted Operating Loss*       (561)      (187)      (235)
 Operating Loss                 (722)      (282)      (480)

 

 

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

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

 

 

Revenue & Organic Growth

 

Total revenue in the period ended 30 June 2022 was £2.77m, down 8% on the
comparable prior period (revenue in the six months ended 30 June 2021 was
£3.01m).  Within this, Assurance revenue was down 1% to £1.48m (June 2021:
£1.49m).

 

Managed Detection and Response division revenue was down by 16% to £1.22m
(June 2021: £1.45m). This was due to MDR pipeline issues caused by COVID
which are now resolved. Within this division, Incident Response revenues
decreased to £0.09m (June 2021: £0.14m) during the period.

 

Vendor Products revenue remained at £0.05m, (June 2021: £0.05m), and remains
a small part of ECSC's business, contributing only 2% of revenues.

 

Margin Generation

 

Gross Profit in the period was £1.40m representing a 50% gross margin (prior
year interim period: £1.82m representing a 60% gross margin).

 

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

 

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

 

EBITDA & Operating Loss

 

Adjusted EBITDA for the period, which excludes one-off charges and share based
charges, was a loss of £0.36m (June 2021: Adjusted EBITDA profit of £0.02m).
EBITDA in the period was a loss of £0.53m (June 2021: EBITDA loss of
£0.08m).

 

Adjusted Operating loss in the period was £0.56m (June 2021: Adjusted
Operating loss of £0.19m). The Operating loss in the period was £0.72m (June
2021: Operating loss of £0.28m).

 

Cash Flow

 

Cash and cash equivalents decreased by £0.87m to £0.30m as at 30 June 2022,
primarily due to wage inflation pressures and reduced revenues compared to the
prior year.

 

During H1 2022, the Group took action to reduce cash burn by cost control,
resulting in costs of over £500k per year being removed from the business.

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

 

 

Gemma Basharan

Chief Financial Officer

27 September 2022

 

 

Consolidated Statement of Comprehensive Income

For the 6 months ended 30 June 2022

 

 

 

 

                                                    Unaudited  Unaudited  Audited
                                                    6 months   6 months   Year
                                                    ended      ended      ended
                                                    30 June    30 June    31 December
                                                    2022       2021       2021
                                              Note  £'000      £'000      £'000

 Revenue                                      5     2,770      3,007      6,144
 Cost of Sales                                      (1,375)    (1,191)    (2,470)
 Gross Profit                                       1,395      1,816      3,674
 Other Income                                 6     140        117        282
 Sales & Marketing Costs                            (859)      (1,025)    (2,018)
 Administration Expenses                            (1,398)    (1,190)    (2,418)

 Operating Loss before Exceptional Items            (561)      (187)      (235)
 Share Based Payments                               24         69         100
 Exceptional Items                                  137        26         145

 Operating Loss                                     (722)      (282)      (480)
 Finance Cost                                       (62)       (20)       (42)
 Loss before Taxation                               (784)      (302)      (522)
 Taxation Credit/ (Charge)                          69         (21)       (5)
 Loss for the Period                                (715)      (323)      (527)

 Other Comprehensive Income                         -          -          -

 Total Comprehensive Loss for the Period            (715)      (323)      (527)

 Attributed to Equity Holders of the Company

 Loss Earnings per Share                            pence      pence      pence
 Basic Loss per Share                         7     (7.1)      (3.2)      (5.3)
 Diluted Loss per Share                       7     (7.1)      (3.2)      (5.3)

 

 

 

 

 

 

Consolidated Statement of Financial Position

As at 30 June 2022

 

 

                                                     Unaudited       Unaudited       Audited
                                                     6 months ended  6 months ended  6 months ended
                                                     30 June 2022    30 June 2021    31 December 2021
                                               Note  £'000           £'000           £'000

 ASSETS

 Non-current Assets
 Intangible Assets                             8     521             489             483
 Property, Plant and Equipment                       76              103             88
 Right of use Assets                                 571             677             613
 Deferred Tax Asset                                  224             139             147
 Total Non-current Assets                            1,392           1,408           1,331

 Current Assets
 Inventory                                           13              9               9
 Trade and Other Receivables                         643             719             675
 Corporation Tax Recoverable                         429             333             289
 Cash and Cash Equivalents                     9     299             591             1,168
 Total Current Assets                                1,384           1,652           2,141

 TOTAL ASSETS                                        2,776           3,060           3,472

 LIABILITIES

 Current Liabilities
 Trade and Other Payables                            (1,523)         (1,799)         (1,489)
 Borrowings                                          (189)           -               (105)
 Lease Liabilities                                   (104)           (119)           (107)
 Total Current Liabilities                           (1,816)         (1,918)         (1,701)

 Non-current Liabilities
 Deferred Tax Liability                              (132)           (132)           (124)
 Borrowings                                          (770)           -               (858)
 Lease Liabilities                                   (528)           (616)           (568)
 Total Non-current Liabilities                       (1,430)         (748)           (1,550)

 TOTAL LIABILITIES                                   (3,246)         (2,666)         (3,251)

 NET (LIABILITIES) /ASSETS                           (470)           394             221

 EQUITY
 Equity attributable to Owners of the Parent:
 Share Capital                                       100             100             100
 Share Premium Account                               -               6,098           -
 Share Option Reserve                                516             461             492
 Retained Earnings                                   (1,086)         (6,265)         (371)

 TOTAL EQUITY                                        (470)           394             221

 

Consolidated Statement of Changes in Equity

For the 6 months ended 30 June 2022

 

 

 

                                                 Share    Share
                                        Share    Premium  Option   Retained
                                        Capital  Account  Reserve  Earnings  Total
                                        £'000    £'000    £'000    £'000     £'000

 Balance as at 31 December 2020         100      6,098    392      (5,942)   648

 Loss and Total Comprehensive:
 Total comprehensive loss for the year  -        -        -        (527)     (527)
 Transactions with shareholders
 Share Based Payments                   -        -        100      -         100
 Reduction of capital                            (6,098)           6,098     -
 Balance as at 31 December 2021         100      -        492      (371)     221

 Loss and Total Comprehensive:
 Total comprehensive loss for the year  -        -        -        (715)     (715)
 Transactions with shareholders
 Share Based Payments                   -        -        24       -         24

 Balance as at 30 June 2022             100      -        516      (1,086)   (470)

 

 

 

 

 

 

Consolidated Cash Flow Statement

For the 6 months ended 30 June 2022

 

                                                                Unaudited  Unaudited  Audited
                                                                6 months   6 months   Year
                                                                ended      ended      ended
                                                                30 June    30 June    31 December
                                                                2022       2021       2021
                                                          Note  £'000      £'000      £'000

 Cash Flow from Operating Activities

 Loss before Taxation                                           (784)      (302)      (522)

 Adjustment for:
 Amortisation of Intangibles                                    93         79         166
 Depreciation of right-of use asset                             66         80         143
 Depreciation of Property, Plant and Equipment                  38         47         91
 Loss/ (gain) on Disposal of Asset                              -          4          4
 Finance Costs                                                  62         20         42
 Share Based Payment                                            24         69         100
 Cash (used in)/generated from Operating Activities
 Before changes in Working Capital                              (501)      (3)        24

 Change in Inventory                                            (4)        -          -
 Change in Trade and Other Receivables                          (108)      (25)       (146)
 Change in Trade and Other Payables                             34         (286)      (624)

 Cash (used in)/generated from Operating Activities             (579)      (314)      (746)

 Corporation Tax received                                       -          -          209

 Net Cash Flow (used in)/generated from Cash flow
 from investing activities                                      (579)      (314)      (537)

 Acquisition of Property, Plant and Equipment                   (27)       (5)        (34)
 Development Costs Capitalised                                  (131)      (113)      (194)

 Net Cash Flow used in Investing Activities                     (158)      (118)      (228)

 Cash flow from financing activities

 Principal paid on lease liabilities                            (80)       (97)       (172)
 Interest paid on loans and borrowings                          (52)       (2)        (2)
 Proceeds from issue of loan                                    -          -          985
 Net Cash (used in)/generated from Financing Activities         (132)      (99)       811

 Net increase/ (decrease) in Cash & Cash Equivalents            (869)      (531)      46

 Cash & Cash Equivalents at beginning of period                 1,168      1,122      1,122

 Cash & Cash Equivalents at end of period                       299        591        1,168

 

Notes to the Financial Statements

For the 6 months ended 30 June 2022

 

1.         Corporate Information

 

ECSC Group plc is incorporated in England and Wales and quoted on the London
Stock Exchange's Alternative Investment Market (AIM: ECSC). Further copies of
these financial statements will be available at the Company's registered
office: 28 Campus Road, Listerhills Science Park, Bradford, West Yorkshire,
BD7 1HR. These condensed consolidated interim financial statements as at and
for the six months ended 30 June 2022 were approved by the Board of Directors
on 26 September 2022.

 

2.         General Information

 

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

 

3.         Basis of Preparation

 

These interim financial statements for the period ended 30 June 2022 have been
prepared in accordance with UK adopted international accounting standards
(collectively 'UKIAS) and as applied in accordance with the provisions of the
Companies Act 2006.

 

The financial statements for the period ended 30 June 2022 (and comparative)
have been prepared on a consolidated basis.  The consolidated financial
statements present the results of the Company and its subsidiaries ('the
Group') as if they formed a single entity. The financial statements of the
Group and Company are both prepared in accordance with UKIAS. They do not
include all of the information required for a complete set of UK IFRS
financial statements. However, selected explanatory notes are included to
explain events and transactions that are significant to an understanding of
changes in the Group's financial position and performance since the last
annual statements.

 

 

Alternative performance measures (APM)

 

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

 

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

 

Purpose

 

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

 

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

 

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

 

4.         Accounting Policies

 

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

 

4.1       Basis of Accounting

 

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

 

 

 

 

4.2       Going Concern

 

The Directors have reviewed whether the Group has adequate resources to
continue in operational existence for the foreseeable future. In conducting
this review, the Directors have considered a range of factors, including the
market prospects for cyber security services, client relationships and
dependency, supplier relationships and dependency, actual or potential
litigation, staff retention and reliance, relationships with HMRC and
regulators, financing arrangements, historic trading and cash flow
performance, current trading and cash flow performance, and future trading and
cash flow expectations.

 

The budget figures continue to be closely monitored against actuals on a
monthly basis. Variances that may arise are discussed a Board level on a
monthly basis during a review of the monthly numbers. In the event that this
revenue and cost performance is not achieved, the Directors have also
considered a sensitivity analysis based on lower revenue growth and have
formulated contingency plans for this scenario, which enable the Group to
preserve its financial resources.

 

During H1 the Group took action to reduce cash burn by cost control, costs of
over £500k were removed from the business.

 

As at 30 June 2022, the Group had cash and cash equivalents of £0.30m (2021:
£0.59m) and achieved an Adjusted EBITDA loss of £0.36m (2021: profit of
£0.02m) and an operating loss of £0.72m (2021: £0.28m).

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

 

4.3       Revenue Recognition

 

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

 

Performance obligations and timing of revenue recognition

 

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

 

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

 

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

 

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

 

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

 

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

 

Performance obligations and timing of revenue recognition

 

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

 

Revenue from the sale of products (vendor) is recognised when control passes
to the customer, which is considered to occur when the software or hardware
product has been delivered to the client.

 

Determining the transaction price

 

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

 

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

 

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

 

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

 

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

 

Contract Balances

 

 

                                                      Contract  Contract     Contract     Contract
                                                      Assets    Assets       Liabilities  Liabilities
                                                      30 June   31 December  30 June      31 December
                                                      2022      2021         2022         2021
                                                      £'000     £'000        £'000        £'000

 At 1 January                                         20        34           (683)        (878)
 Commission expensed during the period                (20)      (91)         -            -
 Commissions paid in advanced of contract completion  -         77           -            -
 Recognised as revenue during the period              -         -            1,380        3,286
 Invoiced in advanced of performance during period    -         -            (1,376)      (3,091)

                                                      -         20           (679)        (683)

 

 

 

 

4.4       Finance Income

 

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

 

4.5       Government Grant Income

 

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

 

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

 

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

 

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

 

5.         Revenue and Segment Information

 

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

 

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

 

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

 

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

 

The Group's revenue and gross profit by operating segment for the period ended
30 June 2021 and comparative periods is as follows:

 

 

                           Unaudited  Unaudited  Audited
                           6 months   6 months   Year
                           ended      ended      ended
                           30 June    30 June    31 December
                           2022       2021       2021
                           £'000      £'000      £'000

 Revenue
 Assurance                 1,476      1,489      3,123
 MDR                       1,218      1,450      2,886
 Vendor Products           45         49         93
 Other                     31         19         42
 Total Revenue             2,770      3,007      6,144

 Gross Profit
 Assurance                 860        905        1,965
 MDR                       561        932        1,757
 Vendor Products           7          8          15
 Other                     (33)       (29)       (63)
 Gross Profit              1,395      1,816      3,674

 Operating Loss            (722)      (282)      (480)
 Finance Cost              (62)       (20)       (42)
 Loss before Taxation      (784)      (302)      (522)

 

 

 

6.         Other Income

 

 

 

                          Unaudited  Unaudited  Audited
                          6 months   6 months   Year
                          ended      ended      ended
                          30 June    30 June    31 December
                          2022       2021       2021
                          £'000      £'000      £'000
 R&D Tax Credits          140        117        282
 Total                    140        117        282

 

 

 

 

7.         Earnings per Share

 

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

 

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

 

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

 

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

 

 

                                                               Unaudited  Unaudited  Audited
                                                               6 months   6 months   Year
                                                               ended      ended      ended
                                                               30 June    30 June    31 December
                                                               2022       2021       2021
                                                               £'000      £'000      £'000
 Net Profit attributable to Equity Holders of the Company      (715)      (323)      (527)
 Add back: Exceptional Costs                                   137        26         145
 Add back: Share Based Payments                                24         69         100
 Adjusted Profit                                               (554)      (228)      (282)

 Number of Ordinary Shares ('000)
 Initial Weighted Average                                      10,007     10,007     10,007
 Basic Number of Ordinary Shares                               10,007     10,007     10,007
 Weighted Average Dilutive Shares in Period                    1,160      1,107      1,160
 Diluted Number of Ordinary Shares                             11,167     11,114     11,167

 Earnings per Share (pence):
 Basic Earnings per Share                                      (7.1)      (3.2)      (5.3)
 Diluted Earnings per Share**                                  (7.1)      (3.2)      (5.3)
 Adjusted Earnings per Share                                   (5.5)      (2.3)      (2.8)

 

 

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

 

 

8.         Intangible Assets

 

GROUP & COMPANY

 

Development Costs

 

 

 Costs                   £'000

 As at 1 January 2021    1,279
 Additions               194
 As at 31 December 2021  1,473

 As at 01 January 2022   1,473
 Additions (6 months)    131
 As at 30 June 2022      1,604

 Amortisation

 As at 1 January 2021    824
 Charges for the year    166
 As at 31 December 2021  990

 As at 01 January 2022   990
 Additions (6 months)    93
 As at 30 June 2022      1,083

 Net Book Value

 As at 31 December 2021  483

 As at 30 June 2022      521

 

 

 

 

 

 

9.         Cash & Cash Equivalents

 

 

 

                              Unaudited  Unaudited  Audited
                              GROUP      GROUP      GROUP
                              As at      As at      Year ended
                              30 June    30 June    31 December
                              2022       2021       2021
                              £'000      £'000      £'000
 Cash & Cash Equivalents      299        591        1,168

 

 

 

 

10.        Adjusted (Loss) before Taxation and Adjusted EBITDA

 

 

Adjusted (Loss)/Profit before Taxation

 

 

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

 

 

 

 

Adjusted EBITDA:

 

 

                                Unaudited  Unaudited  Audited
                                6 months   6 months   Year ended
                                30 June    30 June    31 December
                                2022       2021       2021
                                £'000      £'000      £'000

 Operating Loss                 (722)      (282)      (480)

 Depreciation and Amortisation  197        206        400

 EBITDA**                       (525)      (76)       (80)

 Share Based Payments           24         69         100
 Exceptional Items              137        26         145

 Adjusted EBITDA*               (364)      19         165

                                Unaudited  Unaudited  Audited
                                6 months   6 months   Year ended
                                30 June    30 June    31 December
                                2022       2021       2021
                                £'000      £'000      £'000

 Operating Loss                 (722)      (282)      (480)

 Share Based Payments           24         69         100
 Exceptional Items              137        26         145

 Adjusted Operating Loss*       (561)      (187)      (235)

 

 

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

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

 

11.    Subsidiary Undertakings

 

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

 

 Name of Subsidiary      Registered Office          Date of Incorporation  Principal Activity

 ECSC Services Limited   28 Campus Road             18 April 2017          Dormant

                         Listerhills Science Park

                         Bradford

                         BD7 1HR

 ECSC Labs Limited       28 Campus Road             18 April 2017          Dormant

                         Listerhills Science Park

                         Bradford

                         BD7 1HR

 ECSC Australia Limited  28 Campus Road             29 September 2016      Intermediary holding company

                         Listerhills Science Park

                         Bradford

                         BD7 1HR

 

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

 

 Name of Subsidiary          Registered Office                Date of Incorporation  Principal Activity

 ECSC Australia Pty Limited  Governor Phillip Tower Level 36  20 March 2017          Provision of professional cyber security services

                             1 Farrer Place

                             Sydney

                             NSW 2000

 

The share capital of each Group entity is as follows:

 

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

 Total                                                                £60

 

* AUD = Australian dollars

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