2020 Annual Results; AGM Notice; Board Changes
Crossword Cybersecurity plc
2020 Annual Report and Accounts
Notice of Annual General Meeting
Share sub-division
Board Changes
27 April 2021 - London, UK - Crossword Cybersecurity Plc (AIM:CCS, "Crossword", the "Company" or the "Group"), the technology commercialisation company focused on cyber security and risk management, is pleased to announce its final results for the year ended 31 December 2020. The Notice of its Annual General meeting ("AGM") and a Form of Proxy will be posted to Shareholders shortly.
A copy of the Annual Report and Accounts and the notice of AGM are available on the Company's website at www.crosswordcybersecurity.com .
AGM and Investor Meeting
The AGM will be held on Tuesday 25 May 2021 at 3.00pm at the Company's offices, Capital Tower, 91 Waterloo Road, London SE1 8RT, United Kingdom. The health and safety of our Shareholders and colleagues is always our utmost priority. Due to the UK Government's restrictions on public gatherings, Shareholders will not be permitted to attend the venue in person and instead are being asked to participate in the meeting by submitting their proxy electronically . Additionally, the Company will be hosting an update on the Investor Meet Company platform on Wednesday 26 May at 10.00am. Click here t o register for this event.
Share sub-division ("Sub-division") and other resolutions
The Directors believe that liquidity and marketability of the Company's shares may be improved as a result of a share sub-division. In addition, they believe it would bring the market value of the Company's ordinary shares of 5 pence each ("Existing Ordinary Shares") in line with the Company's current market capitalisation. Accordingly, Shareholders are being asked to approve the sub-division of each Existing Ordinary Share into 10 new ordinary shares of 0.5p each ("New Ordinary Shares"). The ISIN for the New Ordinary Shares will be GB00BNG2LT65.
The anticipated timetable for the Sub-division is as follows:
|
Record Date of the Sub-division |
25 May 2021 |
|
Results of AGM announced through RNS |
25 May 2021 |
|
Commencement of Dealing of the New Ordinary Shares on AIM |
26 May 2021 |
|
CREST accounts credited with the New Ordinary Shares |
26 May 2021 |
|
Anticipated date of dispatch of definitive share certificates in respect of New Ordinary Shares |
On or around 10 June 2021 |
Should Shareholders approve the Sub-division, it is anticipated that the Company's share capital with effect from 26 May 2021 will comprise 57,618,900 New Ordinary Shares.
The Company will be seeking authority to issue ordinary shares representing one third of the New Ordinary Shares in issue following the AGM. In addition, the Directors are proposing to increase the Company's ability to raise cash through placings of shares. Although there are no current intentions to undertake an equity fundraising in the near term, the Directors are seeking the flexibility to take advantage of opportunities that arise should the current favourable market conditions continue and are therefore proposing to increase the authority to disapply pre-emption rights from 20% to one third of the New Ordnary Shares in issue following the AGM.
Board Changes
The Company's Articles of Association require that a director of the Company who held office at the time of the two preceding annual general meetings and who did not retire at either of them must offer themselves for re-appointment at the next AGM. Gordon Matthew and David Stupples both retire in accordance with Article 90.2 and have chosen not to offer themselves for re-election. Therefore both Gordon Matthew and David Stupples will retire from the Board at the conclusion of the AGM. The other Directors would like to thank both Gordon Matthew and David Stupples for their service to the Company.
The Company anticipates appointing a new Director following the AGM and a further announcement will be made at that time.
2020 Financial Highlights
· Delivered 25% revenue growth to £1.6m, despite the toughest economy in recent memory.
· Revenues from product and consulting expanded by 39%.
· Consulting 2020 r ecurring revenue 2.5 times 2019 recurring revenue.
· Equity fund raise £1.0m in April 2020.
· £0.2m cost increases due to expansion of Executive team and interest on convertible loan notes.
· Loss of £2.3m and £1.0m closing cash.
2020 Operational Highlights
· Rizikon Pro for SMEs was launched in July 2020; transforming the sales model with a much shorter sales cycle and impressively high conversion from trials to commitments.
· Agreement signed in March 2020 with Satisnet, a leading IT Security reseller, expanding partner program alongside Leonardo, the global defence contractor and NCC, the leading cyber security provider.
· IASME, the National Cyber Security Centre's sole Cyber Essential Partner, delivering IoT device security certification using Rizikon.
· Crossword working with Verifiable Credentials Ltd on its Innovate UK funded project to allow NHS laboratories to issue Covid-19 immunity certificates.
Post Period Highlights
· £1.6m equity fundraise completed February 2021.
· Multiple sign ups of Chartered Institute of Information Security (CIISec) 10,000 members to free access to Rizikon Pro, following MOU agreement, with an easy upgrade to full functionality.
· Supporting University of Glasgow with its PRC (Privacy Risk and Compliance) Project, in creating a new software product aimed at Privacy Governance.
· IASME, the National Cyber Security Centre's sole Cyber Essential Partner, delivering Counter Fraud Fundamentals certification using Rizikon.
· InnovateUK funded project to investigate Manufacturing Supply Chain Risk with Liverpool John Moores University commenced.
Outlook
· Expect rate of growth in revenue to more than double in 2021.
· Rapid roll out of Rizikon Pro, on the back of partnerships and membership deals.
· Growth organically and by acquisition.
· Expect to add one additional product to our cyber security product portfolio, through acquisition in the short term.
· Progressing plans to establish an overseas subsidiary in Oman and anticipate starting to roll out our products and services in the region in H2 2021.
· Actively exploring the possibility of acquiring a cyber security consulting company, to bring in additional clients and capability.
· Growing client interest in Nixer and Nixer functionality being used to enhance Rizikon.
Tom Ilube, CEO of Crossword Cybersecurity plc, commented: "Crossword emerged from a challenging 2020 in great shape, meeting market expectations of 25% revenue growth. Q4 2020 was Crossword's largest revenue quarter to date, taking us into 2021 with strong momentum. We are excited about delivering on opportunities in 2021, from the Manufacturing Supply Chain Risk project which has the potential to change the supply chain risk landscape, to working with our partners and membership bodies to supply Rizikon. 2021 will see us expand our product portfolio, our consulting services offering and our geographical reach. We were delighted to welcome new institutional investors in our February 2021 fund raise, as well as appreciative of the ongoing support of our Shareholders. Crossword employees continue to embody our culture and values, while applying their skills and hard work to deliver on our objectives."
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Contacts
Crossword Cybersecurity plc - Tel: +44 (0) 20 3953 8460
Email: info@crosswordcybersecurity.com
Tom Ilube, Chief Executive Officer
Mary Dowd, Chief Financial Officer
Grant Thornton (Nominated Adviser) - Tel: +44 (0) 20 7383 5100
Colin Aaronson / Lukas Girzadas
Hybridan LLP (Broker) - Tel: +44 (0)203 764 2341
Claire Louise Noyce
For media enquiries contact:
Duncan Gurney, GingerPR
duncan@gingerpr.co.uk - Tel: +44 (0)1932 485 300
About Crossword Cybersecurity plc
Crossword Cybersecurity plc focuses on the development and commercialisation of university research-based cyber security and risk management related software and cyber security consulting. The Group's specialist cyber security product development and software engineering teams work with its university partners to develop the research concept into a fully-fledged commercial product that it will then take to market. The Group's aim is to build up a portfolio of revenue generating, intellectual property based, cyber security products. Rizikon Assurance, Crossword's leading product, is a SaaS platform that enables medium to large companies to assess and manage all risks from their suppliers. Nixer CyberML, Crossword's most recently launched product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud, and in-application denial of service attacks. Crossword's team of expert cyber security consultants leverages years of experience in national security, defence and commercial cyber intelligence and operations to provide bespoke advice tailored to its clients' business needs.
Chairman's Statement
Our strategy stands up to a turbulent year
Through a turbulent year, Crossword held fast to its strategy of building a significant intellectual property based, AIM quoted cyber security business. Crossword is a technology commercialisation business focusing on cyber security. We develop and commercialise university research based cyber security related software and provide cyber security consulting services.
Crossword ended 2020 having achieved our best quarter to date as a company. We entered 2021 with momentum across all fronts. Rizikon has achieved the sales breakthrough that we have been working towards and our rapidly growing specialist cyber security consulting team continues to build relationships with major clients.
The Board congratulates Management on successfully navigating an incredibly challenging year whilst achieving 25% revenue growth. We look forward to continuing to build value for shareholders in the year ahead.
Robust Financial Management response to COVID
The first half of 2020 tested the financial controls and procedures that CFO, Mary Dowd, had put in place and proved that they were up to the challenge. Management had accurate information at their fingertips and were able to respond immediately to the sharp downturn caused by COVID-19.
As well as cutting costs quickly, we also took steps to strengthen the Group Balance Sheet by completing a £1m equity fundraise. We appreciate the ongoing support of our existing and new shareholders through this period.
Mature Governance
The Board is committed to maintaining an effective corporate governance regime. We maintain a robust framework of controls and high standards which has proved its worth through 2020, enabling the company to adapt quickly but also securely and in a way that safeguards our stakeholders longer term interests. We believe this is essential to enable Crossword to deliver its strategy and generate sustainable value for shareholders. As such, the Board continues to adhere to the Quoted Companies Alliance ("QCA") Corporate Governance Code (the "QCA Code") in line with the London Stock Exchange's requirement for all AIM listed companies to adopt a recognised corporate governance code. I refer you to the Chairman's Corporate Governance Statement on page 24 of this report for further details.
Remarkable growth in the context of COVID-19
The last year has been challenging on many levels. Staff, clients and all stakeholders, along with the population at large has been impacted and our thoughts are with all who have lost loved ones through this unprecedented period. As a business, Crossword has weathered the worst of the storm and we are emerging in good shape. The cyber security sector continues to grow and the need to ensure that organisations of all shape and size are secure remains a top priority. This bodes well for Crossword in the years ahead.
I would like to pay tribute to our talented, diverse team of employees. This has been a very tough year on all but they have risen to the challenge magnificently. Crossword takes its core values of responsibility, openness, flexibility and learning very seriously and we are confident that our company will continue to flourish in the coming years.
Sir Richard Dearlove KCMG OBE
26 April 2021
Chief Executive Officer ' s Statement
As Chief Executive Officer, it is my pleasure to present the annual report and audited accounts for Crossword Cybersecurity Plc ("Crossword" or the "Company" or the "Group") for the financial year ended 31 December 2020.
2020 was year like no other. Who could have predicted the pandemic or its devastating impact on all our lives and the economy? However, despite the challenges, Crossword emerged from the turbulence of 2020 in surprisingly good shape. The company took cost action early, adjusted quickly to working remotely and successfully grew the business overall by 25%.
Crossword continued to build out its recurring product and consulting revenue. In the period under review, Group revenue grew by 25% compared with 2019, with product and consulting revenue growing by 39% over the comparative period with planned reduction in revenues from software development.
2020 once again illustrated the resilience of the cyber security sector. Organisations continu ed to experience a wide range of cyber security incidents, driving demand for Crossword's products and services. In the face of the economic downturn, many organisations were forced to cut expenditure very rapidly across the board. However, after a pause in the middle of the year, they returned to investing in non-discretionary areas of cyber security. The UK is the largest cyber security market in Europe with spend of £8.3bn (2019), over £2bn exports and is number one in Europe for Cyber R&D, Cyber Incubators and Accelerators. UK Public Sector cyber procurement quadrupled in five years.
As a Group we had to move quickly to respond to the pandemic. Mary Dowd, Chief Financial Officer, took the lead on this. We put the health and safety of our team at the forefront and enabled remote working immediately. Crossword has operated remotely for a year now and I am pleased to say that it has not impacted productivity in any noticeable way. We took advantage of the Government's furlough scheme to try to avoid redundancies. At one point, nearly a quarter of our team was furloughed. We were able to bring a number back as business picked up, although unfortunately some positions were made redundant. Towards the end of the year, business picked up again quite sharply and we ended the year with real momentum. The final quarter of 2020 was Crossword's biggest revenue quarter to date and December 2020, normally a slow month, turned out to be our biggest single month to date.
On the product side, we achieved an important breakthrough with the launch of Rizikon Pro in July 2020. Rizikon Pro is an out-of-the-box, online SaaS solution, offered on a pay-as-you-go basis, giving smaller and medium sized organisations access to a set of core easy-to-use supplier assurance platform features, at a lower cost. Modules can be chosen according to need, meaning customers only pay for the features they use, and can be expanded as required. With a significant reduction in the sales cycle Crossword saw an immediate uplift in the number of engagements with clients and prospects. By the end of 2020 we had doubled the number of Rizikon clients compared to the end of 2019.
Sean Arrowsmith, Crossword ' s new Group Sales Director, devised a new approach to rolling out Rizikon Pro by working with large scale membership bodies. We secured a relationship with the Chartered Institute of Information Security (CIISec), the UK's leading cyber security membership body with over 10,000 members. In January 2021, CIISec offered a version of Rizikon Pro to its members and as a result we grew Rizikon's user base significantly. It now stands at over 160 organisations and, at current activity levels, we are confident of significantly increasing Rizikon's user base by the end of 2021.
Jake Holloway, Chief Product Officer, continued to enhance our second product, Nixer, with Imperial College London, with a focus on identifying attack tools such as credential stuffing using machine learning techniques. We introduced the new, machine learning version of Nixer, hosting a series of Webinars on credential stuffing attacks to prospective clients which are being very well received.
Under Stuart Jubb's strong leadership, Crossword's Consulting division continues to build a strong franchise across multiple sectors and in insurance, legal and financial services sectors in particular. As well as securing major projects with several FTSE and S&P 500 companies, it has secured contracts, which will deliver recurring revenue through to 2022 and beyond. vCISO is a virtual/remote CISO (Chief Information Security Officer) service, provided by Crossword Consulting cyber security experts at a fraction of the cost of an in-house CISO. In March 2020, a plan was in put in place for Stuart, designed to incentivise him commensurate with the achievement of growth in the enterprise value of that company. Stuart purchased 10% of shares in Consulting for £15,400, which may not be sold or transferred without the consent of the Company save that they will be compulsorily transferred back to the Company if his employment ends, following which he may as a good leaver retain an entitlement to 10% of the sales proceeds if Consulting is sold, or 10% of the valuation of Consulting on a change of control of the Company.
Dr Robert Coles took on the role of Chair of Crossword's Consulting division in addition to chairing Crossword's Advisory Board. Robert was lead partner for KPMG's Information Security consulting business prior to becoming CISO of GlaxoSmithKline and we look forward to seeing him become more actively involved in Crossword over time.
In 2020 Crossword started exploring opportunities outside of the UK. In particular we started a number of conversations in the Gulf region, specifically Oman and Dubai. Crossword completed its first consulting project in Oman, for Sultan Qaboos University and the UK-Oman Digital Hub and we have a number of very interesting and potentially large-scale opportunities in the country. We are exploring the possibility of establishing an Oman subsidiary, in partnership with a significant Omani Group with extensive interests across the Gulf region.
On the corporate front, the Company completed a £1m equity fundraise in May 2020 through a placing and subscription of Crossword ordinary shares at a price of 230 pence per share. In February 2021, we also completed a successful and heavily oversubscribed £1.6m placing at 260 pence per share. I am very pleased to have the support of our shareholders through this period and am delighted to welcome new shareholders, including the Helium Rising Stars Fund, led by David Newton and several other major institutional investors.
I am incredibly proud of Crossword's team through this unprecedented period. They have shown remarkable resilience and we have sought to support them as much as possible. We take well -being very serious at Crossword and have hosted all-staff sessions in this area. Crossword's culture is quite distinct and rests on the four pillars of Responsibility, Openness, Flexibility and Learning. The last few months have shown us the value of embedding these values into our culture and I believe we have emerged stronger as a team as a result. I wish to thank everyone for helping Crossword navigate an incredible year and we are excited about the growth that we will achieve in 2021 and beyond.
Tom Ilube CBE
Chief Executive Officer
26 April 2021
|
Consolidated Statement of Comprehensive Income |
|
12 Months ended 31st December |
|
12 Months ended 31st December |
|
|
|
Notes |
2020 |
|
2019 |
|
|
|
|
£ |
|
£ |
|
|
Revenue |
2 |
1,627,611 |
|
1,305,055 |
|
|
Cost of Sales |
3 |
(1,582,194) |
|
(1,431,648) |
|
|
Gross Profit (Loss) |
|
45,416 |
|
(126,593) |
|
|
|
|
|
|
|
|
|
Other operating income-research & development tax credits |
|
209,647 |
|
171,623 |
|
|
Administrative expenses |
3,4 |
(2,320,675) |
|
(2,217,370) |
|
|
Finance income-bank interest receivable and foreign exchange |
|
(3,205) |
|
8,357 |
|
|
Finance costs-other interest payable |
6 |
(204,679) |
|
(24,351) |
|
|
Gain on remeasurement of financial liabilities |
19 |
- |
|
92,764 |
|
|
Loss for the year before taxation |
|
(2,273,497) |
|
(2,095,570) |
|
|
|
|
|
|
|
|
|
Tax expense |
8 |
(4,840) |
|
(5,878) |
|
|
|
|
|
|
|
|
|
Loss for the Year |
|
(2,278,336) |
|
(2,101,448) |
|
|
|
|
|
|
|
|
|
Other Comprehensive Income |
|
|
|
|
|
|
Items that may be reclassified to profit or loss: |
|
|
|
|
|
|
Foreign exchange translation Gain / (Loss) |
|
9,595 |
|
(5,354) |
|
|
|
|
|
|
|
|
|
Total Comprehensive Loss |
|
(2,268,741) |
|
(2,106,802) |
|
|
|
|
|
|
|
|
|
Loss for the period attributable to: |
|
|
|
|
|
|
Owners of the parent |
|
(2,249,707) |
|
(2,101,448) |
|
|
Non-controlling interests |
|
(28,629) |
|
- |
|
|
Total Loss for the Year / Period |
|
(2,278,336) |
|
(2,101,448) |
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period attributable to: |
|
|
|
|
|
|
Owners of the parent |
|
(2,240,112) |
|
(2,106,802) |
|
|
Non-controlling interests |
|
(28,629) |
|
- |
|
|
Total Comprehensive Loss |
|
(2,268,741) |
|
(2,106,802) |
|
|
|
|
|
|
|
|
|
Loss Per Share |
16 |
(0.46) |
|
(0.45) |
|
|
All results are derived from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Financial Position as at 31 December |
|
Group |
Company |
Group |
Company |
|
|
Notes |
2020 |
2020 |
2019 |
2019 |
|
|
|
£ |
£ |
£ |
£ |
|
Non-Current Assets |
|
|
|
|
|
|
Tangible assets |
9 |
6,699 |
3,144 |
15,438 |
10,918 |
|
Right of Use assets |
10 |
63,365 |
35,248 |
203,062 |
133,726 |
|
Investments in subsidiaries |
12 |
- |
458,164 |
- |
11,017 |
|
Unlisted investment |
11 |
31 |
31 |
31 |
31 |
|
Intercompany receivable greater than one year |
|
- |
653,316 |
- |
598,000 |
|
Total non-current assets |
|
70,095 |
1,149,902 |
218,531 |
753,692 |
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
Trade and other receivables |
13 |
497,912 |
275,680 |
626,298 |
581,680 |
|
Cash and cash equivalents |
|
958,341 |
824,667 |
1,514,166 |
1,452,085 |
|
Total current assets |
|
1,456,253 |
1,100,347 |
2,140,463 |
2,033,765 |
|
TOTAL ASSETS |
|
1,526,348 |
2,250,249 |
2,358,994 |
2,787,456 |
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
Attributable to the owners of the Company |
|
|
|
|
|
|
Share Capital |
15 |
256,605 |
256,605 |
234,061 |
234,061 |
|
Share premium account |
15 |
8,518,391 |
8,518,391 |
7,515,744 |
7,515,744 |
|
Other reserves |
18 |
181,618 |
181,618 |
128,826 |
128,826 |
|
Retained earnings |
|
(9,598,055) |
(8,835,874) |
(7,428,818) |
(6,914,714) |
|
Translation of foreign operations |
|
(1,772) |
- |
(11,367) |
- |
|
Attributable to owners of the parent |
|
(643,213) |
120,740 |
438,447 |
963,918 |
|
Non-controlling interests |
|
(94,799) |
- |
- |
- |
|
Total equity |
|
(738,012) |
120,740 |
438,447 |
963,918 |
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
Trade and other payables |
14 |
929,038 |
794,187 |
613,311 |
516,302 |
|
Total current liabilities |
|
929,038 |
794,187 |
613,311 |
516,302 |
|
Long Term Liabilities |
|
|
|
|
|
|
Loan |
24 |
1,335,322 |
1,335,322 |
1,307,236 |
1,307,236 |
|
Total long term liabilities |
|
1,335,322 |
1,335,322 |
1,307,236 |
1,307,236 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
2,264,360 |
2,129,509 |
1,920,547 |
1,823,538 |
|
Total Equity & Liabilities |
|
1,526,348 |
2,250,249 |
2,358,994 |
2,787,456 |
|
|
|
|
|
|
|
|
The company's loss for the year was £1,921,160 (2019: £1,915,344). |
|||||
|
The financial statements were approved bythe Board and authorised for issue on 16 April 2021. They were signed on its behalf by |
|
||||
|
Tom Ilube |
|
|
|
|
|
|
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Changes in Equity |
|
Group |
Company |
Group |
Company |
|
As At |
|
2020 |
2020 |
2019 |
2019 |
|
Share Capital |
|
£ |
£ |
£ |
£ |
|
At 1st January |
|
234,061 |
234,061 |
234,022 |
234,022 |
|
Issue of shares |
|
22,543 |
22,543 |
39 |
39 |
|
At 31st December |
|
256,605 |
256,605 |
234,061 |
234,061 |
|
|
|
|
|
|
|
|
Share Premium |
|
|
|
|
|
|
At 1st January |
|
7,515,744 |
7,515,744 |
7,513,906 |
7,513,906 |
|
Issue of shares |
|
1,002,647 |
1,002,647 |
1,838 |
1,838 |
|
At 31st December |
|
8,518,391 |
8,518,391 |
7,515,744 |
7,515,744 |
|
|
|
|
|
|
|
|
Equity Reserve |
|
|
|
|
|
|
At 1st January |
|
128,826 |
128,826 |
96,626 |
77,101 |
|
Employee share schemes - value of employee services |
|
52,792 |
52,792 |
32,200 |
51,725 |
|
At 31st December |
|
181,618 |
181,618 |
128,826 |
128,826 |
|
|
|
|
|
|
|
|
Retained Earnings |
|
|
|
|
|
|
At 1st January |
|
(7,428,818) |
(6,914,714) |
(5,327,370) |
(4,999,370) |
|
Loss for the period |
|
(2,249,707) |
(1,921,160) |
(2,101,448) |
(1,915,344) |
|
Transfer on issue of shares to non-controlling interest |
|
66,169 |
- |
- |
- |
|
Gain from issue of shares to non-controlling interest |
|
14,300 |
- |
- |
- |
|
At 31st December |
|
(9,598,055) |
(8,835,874) |
(7,428,818) |
(6,914,714) |
|
|
|
|
|
|
|
|
Translation of Foreign Operations |
|
|
|
|
|
|
At 1st January |
|
(11,367) |
- |
(6,013) |
- |
|
Translation of Foreign Operations |
|
9,595 |
- |
(5,354) |
- |
|
At 31st December |
|
(1,772) |
- |
(11,367) |
- |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
At 1st January |
|
438,447 |
963,917 |
2,511,172 |
2,825,659 |
|
Total Comprehensive loss for the Period |
|
(2,268,741) |
(1,921,160) |
(2,106,802) |
(1,915,344) |
|
Issue of shares |
|
1,025,190 |
1,025,190 |
1,877 |
1,877 |
|
Share based Payments |
|
52,792 |
52,792 |
32,200 |
51,725 |
|
Gain from issue of shares to non-controlling interest |
|
14,300 |
- |
- |
- |
|
At 31st December |
|
(738,012) |
120,739 |
438,447 |
963,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Cashflows |
|
12 Months ended 31st December |
12 Months ended 31st December |
12 Months ended 31st December |
12 Months ended 31st December |
|
|
|
Group |
Company |
Group |
Company |
|
Years |
Notes |
2020 |
2020 |
2019 |
2019 |
|
Cashflows From Operating Activities |
|
£ |
£ |
£ |
£ |
|
Loss for the year / period |
|
(2,278,336) |
(1,921,160) |
(2,101,448) |
(1,915,344) |
|
Movement in trade and other receivables |
|
128,385 |
450,691 |
(42,984) |
(355,413) |
|
Movement in current liabilities |
|
457,260 |
(265,054) |
(82,926) |
(13,820) |
|
Depreciation |
|
10,740 |
7,774 |
6,285 |
3,322 |
|
Amortisation |
|
139,697 |
98,478 |
140,996 |
98,209 |
|
Finance Costs |
|
204,681 |
200,844 |
24,267 |
18,551 |
|
Gain on measurement of financial liabilities |
|
- |
- |
92,764 |
92,764 |
|
Employee share schemes |
|
52,792 |
52,792 |
32,200 |
32,200 |
|
Tax expense |
|
4,840 |
- |
5,878 |
- |
|
Tax paid |
|
(4,840) |
- |
(5,878) |
- |
|
Net Cashflow from Operating Activities |
|
(1,284,780) |
(1,375,635) |
(1,930,845) |
(2,039,531) |
|
|
|
|
|
|
|
|
Cashflow From Investing Activities |
|
|
|
|
|
|
Purchase of tangible assets |
9 |
(2,001) |
- |
(9,657) |
(9,657) |
|
Net Cashflow from Investing Activities |
|
(2,001) |
- |
(9,657) |
(9,657) |
|
|
|
|
|
|
|
|
Cashflows From Financing Activities |
|
|
|
|
|
|
Proceeds from issue of ordinary shares |
|
1,025,190 |
1,025,190 |
1,877 |
1,877 |
|
Proceeds from issue of convertible loan notes |
|
- |
- |
1,400,000 |
1,400,000 |
|
Interest paid on convertible loan notes |
|
(168,000) |
(168,000) |
- |
- |
|
Proceeds from issue of shares in subsidiary to non-controlling interests |
|
14,300 |
- |
- |
- |
|
Interest paid |
|
(1,592) |
(460) |
(646) |
- |
|
Payments for right of use assets |
|
(148,536) |
(108,513) |
(163,914) |
(113,675) |
|
Net Cash Inflow from Financing Activities |
|
721,362 |
748,217 |
1,237,317 |
1,288,202 |
|
|
|
|
|
|
|
|
Net Increase in Cash & Cash Equivalents |
|
(565,419) |
(627,418) |
(703,186) |
(760,986) |
|
Foreign Currency Translation Difference |
|
9,595 |
- |
(5,354) |
- |
|
Cash and Cash Equivalent at the beginning of the period |
|
1,514,166 |
1,452,085 |
2,222,706 |
2,213,071 |
|
Cash and Cash Equivalent at the end of the period |
|
958,342 |
824,667 |
1,514,166 |
1,452,085 |
Notes to the Financial Information
1 Accounting Policies
1.1 The Group and its operations
Crossword Cybersecurity plc (the "Company") is a Company incorporated on 6 March 2014 in England and Wales under the Companies Act 2006. The Company is the parent company of the Crossword Group of Companies focusing on the cybersecurity sector. The principal activities are the development and commercialisation of university research-based cyber security related software and cybersecurity consulting.
The financial information includes the results of the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities").
The principal accounting policies applied in the preparation of the financial information are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
1.2 Basis of preparation of financial information
The financial information has been prepared in accordance with the requirements of the London Stock Exchange plc AIM Rules for Companies and in accordance with International Financial Reporting Standards ("IFRS") and IFRS Interpretations Committee ("IFRS IC") interpretations in conformity with the requirements of the Companies Act 2006 and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The financial information has been prepared on the historical cost basis. The preparation of financial information 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. Changes in assumptions may have a significant impact on the financial information in the year the assumptions changed. Management believes that the underlying assumptions are appropriate. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial information are disclosed in note 1.16.
Changes in accounting policy and disclosures
There were no changes in the accounting policy and disclosures in the current financial year.
At the year end, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective. The group is considering their impact but do not expect a material on the future results of the Group.
New standards, interpretations and amendments adopted in current period
The following new standards or amendments to existing standards were applicable for the first time and have not had an impact on the financial statements.
Amendments to References to the Conceptual Framework in IFRS standards
The Conceptual Framework for Financial Reporting (the framework) assists the IASB in developing and revising IFRSs that are based on consistent concepts, and helps preparers develop consistent accounting policies for areas that are not covered by a standard, or where there is choice of accounting policy.
It was necessary to update references to the framework in IFRS standards when the framework was updated in 2018.
Amendments to IAS 1 and IAS 8: Definition of Material
The amendments to IAS 1 and IAS 8 clarify that information is material if omitting, misstating, or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.
The amendments also clarify that information is deemed to be obscured if communicated in a manner that has a similar effect on the primary users of financial statements had the information been omitted or misstated instead.
Amendments to IFRS 3: Definition of a Business Combination
A business consists of inputs and processes applied to inputs that have the ability to contribute towards the creation of outputs.
The amendments provide greater clarity on the definition of a business in terms of what constitutes inputs, processes, and outputs.
The amendments also clarify when a transaction is an asset acquisition and not a business combination including an optional test to identify whether a transaction includes a concentration of fair value, such that the acquisition is not of a business.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform - Phase 1
This first phase of amendments to IFRS as a result of interest rate benchmark reform modifies hedge accounting requirements in contained in IFRSs such that companies shall continue to apply those hedge accounting requirements on the assumption that the interest rate benchmark (on which the hedged cash flows and cash flows from the hedging instrument are based) will not be altered as a result of interest rate benchmark reform.
In addition, disclosures are required as to the extent of uncertainties associated with benchmark reform and its impact on hedging arrangements.
New standards, interpretations and amendments not yet adopted
The Group adopt early the following amendments to standards which are not yet mandatory.
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (issued January 2020)
The amendments clarify that the classification of a liability as current or non-current is based only on rights existing at the end of the reporting period and the classification is not affected by expectations about whether rights to settle or defer a liability will be exercised. Further, the amendments clarify that the settlement of a liability refers to the transfer of cash, equity instruments, other assets, or services to the counterparty. This amendment only affects presentation.
The amendment is effective for financial years beginning on or after 1 January 2023 and is not yet endorsed for use under the Companies Act 2006.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
Amendments to IAS 16 Property, Plant and Equipment (issued in May 2020)
The amendments require any proceeds from selling items produced (and related production costs) in the course of bringing an item property, plant and equipment into operation to be recognised in profit or loss clarifying that such items are not reflected in the cost of the asset.
The amendment is effective for financial years beginning on or after 1 January 2022 and is not yet endorsed for use under the Companies Act 2006.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets (issued in May 2020)
The amendments clarify that the cost of fulfilling a contract are costs that relate directly to
that contract. Such costs can be the incremental costs of fulfilling that contract or an allocation of other costs directly related to fulfilling that contract.
The amendment is effective for financial years beginning on or after 1 January 2022 and is not yet endorsed for use under the Companies Act 2006.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform - Phase 2 (issued in August 2020)
The amendments are aimed at helping companies to provide investors with useful information about the effects of the reform of interest rate benchmarks on those companies' financial statements.
The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. The Phase 2 amendments relate to:
• changes to contractual cash flows-a company will not have to derecognise or adjust the carrying amount of financial instruments for changes required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate;
• hedge accounting-a company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and
• disclosures-a company is required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates.
The amendment is effective for financial years beginning on or after 1 January 2022 and is not yet endorsed for use under the Companies Act 2006.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
1.3 Going Concern
The financial information are prepared on a going concern basis. The Group's business model is being developed and its operations have incurred a net loss in each period reported within this Financial Information whilst the Group's products and services are bought to market. It is forecast to continue to be loss making with net cash outflow as the business continues to develop its products and converts its pipeline into sales. Operations have been supported by cash flow from customers and issue of equity and debt and business forecasts highlight the need for the Group to continue to have further successful fundraising placements.
The directors have considered the Group's future and forecast business and cash requirements. Following the completion of a successful fundraise in February 2021, the directors have determined that the group has sufficient cash resources for the period through to early 2022, when a further fundraising placement is forecast to be required.
The Directors have concluded that these circumstances and specifically the ongoing need for successful future fundraising give rise to a material uncertainty. However, in light of the recent successful fund raise the directors are of the position that they can continue to adopt the going concern basis in preparing the financial statements.
The financial statements do not include any adjustment that may arise in the event that the entity is unable to realise its assets and discharge its liabilities in the normal course of business.
1.4 Basis of consolidation
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Control exists when then the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.
All intra-Group transactions balances income and expenses are eliminated on consolidation. Uniform accounting policies are applied by the Group entities to ensure consistency.
1.5 Revenue
Revenue comprises the fair value of consideration received or receivable for licence income and the rendering of services in the ordinary course of the Group's activities. Revenue is shown net of value added tax and trade discounts. Income is reported as follows:
(a) Licence income
Technology and product licensing revenue represents amounts earned for licenses granted under licensing agreements, including up-front payments. Revenues relating to up-front payments are recognised when the obligations related to the revenues have been completed.
Revenues for maintenance and support services are recognised in the accounting periods in which the services are rendered.
(b) Rendering of Services
Services relate to implementation and deployment fees for the technology and products licensed to customers. Revenue is recognised in the accounting periods in which the services are rendered.
(c) Consulting
Consulting revenue is recognised when the performance obligation is met. Contracts are structured to support the revenue recognition process by stating what the objectives and deliverables are for each part of the project, and the revenue attributable to each deliverable.
1.6 Functional and presentation currency
The presentation currency of the Group is pounds sterling (GBP). The functional currency of the Company is pounds sterling. The functional currency of the Company's polish subsidiary is Polish Zloty (PLN).
1.7 Foreign Operations
The assets and liabilities of foreign operations are translated into Pound sterling using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Pound sterling using the average exchange rates, which approximate the rates at the dates of the transactions, for the period.
All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the profit or loss on disposal.
1.8 Property, plant and equipment
Property, plant and equipment is stated at purchase price less accumulated depreciation and impairment losses. The cost includes all expenses directly related to the purchase of a relevant asset.
All other repair and maintenance costs are charged to the income statement for the period during the reporting period in which they are incurred.
1.9 Depreciation
Each item of property, plant and equipment is depreciated using the straight line method over the estimated useful life and depreciation charge is included in the income statement for the period.
The depreciation is charged to the income statement for the period and determined using the straight line method over the estimated useful life of the item of property, plant and equipment.
The expected useful lives of property, plant and equipment in the reporting and comparative periods are as follows: Useful lives in years
Computers 3.33
Furniture & fittings 3.33
1.10 Impairment of non-financial assets
The residual value of an asset is the estimated amount that the Group would currently obtain from disposal of the asset less the estimated costs of disposal, if the asset was already of the age and in the condition expected at the end of its physical life.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
At the end of each reporting period management assesses whether the indicators of impairment of property, plant and equipment exists.
The carrying amounts of property, plant and equipment and all other non-financial assets are reviewed for impairment if there is any indication that the carrying amount may not be recoverable.
For the purpose of impairment testing the recoverable amount is measured by reference to the higher of value in use (being the net present value of expected future cashflows of a relevant cash generating unit) and fair value less costs to sell (the amount obtainable from the sale of an asset or cash generating unit in an arm's length transaction between knowledgeable, willing parties who are independent from each other less the costs of disposal).
Where there is no binding sale agreement or active market, fair value less costs to sell is based on the best information available to reflect the amount the Group would receive for the cash generating unit.
A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
If the carrying amount of the asset exceeds its recoverable amount, the asset is impaired and an impairment loss is charged to the income statement so as to reduce the carrying amount in the statement of financial position to its recoverable amount.
A previously recognised impairment loss is reversed if the recoverable amount increases as a result of a reversal of the conditions that originally resulted in the impairment.
This reversal is recognised in profit or loss for the period and is limited to the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised in prior years.
1.11 Financial Instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
All financial instruments are classified in accordance with the principles of IFRS 9 Financial Instruments.
1.11a Financial assets
Classification of financial assets
Debt instruments that meet the following conditions are subsequently measured at amortised cost:
• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are subsequently measured at FVTOCI:
• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
By default, all other financial assets are subsequently measured at FVTPL.
Amortised cost and effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.
For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
Expected credit loss measurement
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
1.11b Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company entity are recognised at the proceeds received, net of direct issue costs.
Financial liabilities
All financial liabilities are subsequently measured at amortised cost using the effective interest method or at "Fair Value Through Profit or Loss" ("FVTPL").
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial liability is contingent consideration of an acquirer in a business combination to which IFRS 3 applies, or it is designated as at FVTPL.
Financial liabilities subsequently measured at amortised cost
Financial liabilities that are not 1) contingent consideration of an acquirer in a business combination, 2) held-for-trading, or 3) designated as at FVTPL, are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in the statement of comprehensive income.
1.12 Research and development
Research and development expenditure has been written off as incurred, following consideration of IAS 38 criteria for capitalisation of development costs.
1.13 Taxes
Current tax is calculated using rates and laws enacted or substantively enacted at the reporting date. Current tax is recognised in profit or loss unless it relates to an item of other comprehensive income or equity whereby it is recognised in other comprehensive income or equity respectively.
Deferred income tax is calculated using rates and laws enacted or substantively enacted at the reporting date that are expected to apply on reversal of the related temporary difference, and is determined in accordance with the expected manner of recovery of the related asset.
Deferred income tax is recognised in profit or loss unless it relates to an item of other comprehensive income or equity whereby it is recognised in other comprehensive income or equity respectively.
1.14 Share Based Payments
On occasion, the Company has made share-based payments to certain Directors and employees by way of issue of share options. The fair value of these payments is calculated by the Company using the binomial option valuation model.
The expense, where material, is recognised on a straight-line basis over the period from the date of award to the date of vesting, based on the Company's best estimate of the number of shares that will eventually vest.
1.15 Investments
Shares in subsidiary undertakings are stated at cost less provision for impairment. Unlisted investments are measured at fair value.
1.16 Intercompany Financing arrangements
The amortised cost methodology is applied to the financing arrangement between the Company and subsidiary Crossword Consulting Limited. An assessment in undertaken to determine weighted average cost of capital to apply discounting with the principal conceptually including a financing element.
1.17 Pension Obligations
The Group operates a defined contribution pension scheme for employees in the United Kingdom. A defined contribution scheme is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior years.
Contributions payable to the Group's pension scheme are charged to the income statement in the year to which they relate. The Group has no further payment obligations once the contributions have been paid.
In Poland, the Group pays the statutory employer's contribution into the public pension scheme for each employee, but does not operate any pension schemes. In 2021, the Group will implement the Employee Capital Plans (PPK) program which will involved employee consultation and selection of a financial institution.
1.18 Cash and Cash Equivalents
Cash comprises cash-in-hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of change in value.
1.19 Critical accounting estimates and judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The following are the key estimates that the directors have made in the process of applying the Group's accounting policies and have the most significant effect on the amounts recognised in the financial information. There are no further critical accounting judgements.
Fair value of options granted to employees
The Group uses the Binomial model in determining the fair value of options granted to employees under the Group's various share schemes. The determination of the fair value of options requires a number of assumptions. The alteration of these assumptions may impact charges to the income statement over the vesting period of the award. Details of the assumptions used are shown in note 4.
Convertible Loans
The Group has given consideration to the measurement and presentation of the convertible loans.
On legal execution of the loans the financial liability is initially measured at its fair value which is the face value of the loans. Immediately after recognition, at fair value, the financial liability is measured at amortised cost, using a reasonable estimate of the Group's cost of capital. The difference between the fair value and the amortised cost is taken to the P&L account.
Fair Value of equity transaction with non-controlling interests
During the year the subsidiary, Crossword Consulting Limited, issued 110,000 A shares to a director of the subsidiary (detailed in note 23 which equated to 10% of the subsidiary equity. The director of the subsidiary and a member of the executive team paid open market value for the shares issued. The issue price was deemed to be market price on the open market which was arrived at by benchmarking the transaction against other third party entity transactions of a similar nature.
Impairment
An impairment assessment of the carrying value in the Company of the investment in Crossword Consulting Limited is undertaken using an NPV model over the projected cash flows, with a discount rate based on the assessment of weighted average cost of capital.
1.20 Accounting for Government Grants
UK Government Furlough Funding is netted of against Gross Staff Costs in the period in which it is incurred. No other Government Grants were received in the period.
|
2 |
Revenue and segmental information |
|
||||||||||||||||||
|
|
An analysis of the Group's revenue for each period for its continuing operations, is as follows: |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
|
Group 2019 |
|
|
|||||||||||||
|
|
|
£ |
|
£ |
|
|
||||||||||||||
|
|
Revenue from the sale of goods/licences |
136,206 |
|
69,884 |
|
|
||||||||||||||
|
|
Revenue from the rendering of services |
34,675 |
|
16,000 |
|
|
||||||||||||||
|
|
Revenue from Cyberowl Limited for software development |
24,700 |
|
91,574 |
|
|
||||||||||||||
|
|
Revenue from Byzgen Limited for software development |
203,030 |
|
208,555 |
|
|
||||||||||||||
|
|
Revenue from Consulting |
|
1,229,000 |
|
919,042 |
|
|
|||||||||||||
|
|
Total Revenue |
|
1,627,611 |
|
1,305,055 |
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
The IFRS 8 Operating segments requires the Group to determine its operating segments based on information which is provided internally. Based on the internal reporting information and management structures within the Group, it has been determined that there are two geographic operating segments (UK and Poland) supported by one centralised cost segment (UK and Poland) and one geographic revenue segment (UK). Reporting on this basis is reviewed by the Board of directors which is the chief operating decision-maker and is responsible for the strategic decision-making of the Group. |
|
||||||||||||||||||
|
|
The consolidated entity is organised into three operating segments based on differences in products and services provided, software products and services, cybersecurity consulting and software development services. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments. |
|
||||||||||||||||||
|
|
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements. The information reported to the CODM is on a monthly basis. |
|
||||||||||||||||||
|
|
During the year ended 31 December 2020 approximately 32% (2019: 13%) of the consolidated entity's external revenue was derived from sales to a major United Kingdom client. No other clients accounted for more than 10% of the consolidated entity's external revenue. |
|
||||||||||||||||||
|
|
No analysis of net assets by geographic segment is provided as the net assets are principally all within the UK. |
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
3 |
Expenses By Nature |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
|
Group 2019 |
|
|
|||||||||||||
|
|
|
£ |
|
£ |
|
|
||||||||||||||
|
|
Staff and related costs |
2,643,670 |
|
2,343,937 |
|
|
||||||||||||||
|
|
Consultancy and related costs |
280,917 |
|
225,172 |
|
|
||||||||||||||
|
|
Professional fees |
|
268,567 |
|
354,369 |
|
|
|||||||||||||
|
|
Property related costs |
|
82,776 |
|
82,593 |
|
|
|||||||||||||
|
|
Depreciation |
|
150,437 |
|
147,281 |
|
|
|||||||||||||
|
|
Other expenses |
|
476,502 |
|
495,666 |
|
|
|||||||||||||
|
|
Total cost of sales and administrative expenses |
3,902,870 |
|
3,649,018 |
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Expenses by geographic segment |
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
|
Group 2019 |
|
|
|||||||||||||
|
|
|
|
£ |
|
£ |
|
|
|||||||||||||
|
|
UK |
|
3,410,235 |
|
3,117,927 |
|
|
|||||||||||||
|
|
Poland |
|
492,635 |
|
531,091 |
|
|
|||||||||||||
|
|
Total cost of sales and administrative expenses |
|
3,902,870 |
|
3,649,018 |
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
4 |
Staff Costs |
|
|
|
|
|
|
|||||||||||||
|
|
Staff costs, including directors' remuneration, were as follows: |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
Company 2020 |
Group 2019 |
Company 2019 |
|
|||||||||||||
|
|
|
|
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Wages and salaries |
2,454,980 |
1,150,153 |
2,102,651 |
1,079,377 |
|
||||||||||||||
|
|
Furlough receipts for wages and salary |
(93,510) |
(36,218) |
|
|
|
||||||||||||||
|
|
Social security costs |
|
243,642 |
119,755 |
207,878 |
119,260 |
|
|||||||||||||
|
|
Furlough receipts for social security costs |
(6,363) |
(2,430) |
|
|
|
||||||||||||||
|
|
Other pension costs |
|
46,509 |
31,470 |
33,208 |
24,824 |
|
|||||||||||||
|
|
Furlough receipts for pension costs |
(1,588) |
(625) |
|
|
|
||||||||||||||
|
|
|
|
2,643,670 |
1,262,106 |
2,343,737 |
1,223,461 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Wages and salaries and Social security costs are reported net of UK governemnt furlough funding of £101,461 (Company £39,273). At the end of the period, there were no staff furloughed and all claims had been made and settled. |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
The average monthly number of employees, including the directors, during the period was as follows: |
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
Company 2020 |
Group 2019 |
Company 2019 |
|
|||||||||||||
|
|
Staff |
|
34 |
13 |
31 |
13 |
|
|||||||||||||
|
|
Directors |
|
10 |
8 |
9 |
7 |
|
|||||||||||||
|
|
Total |
|
44 |
21 |
40 |
20 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Share based payments |
|
|
|
|
|
|
|||||||||||||
|
|
The amount recognised in respect of share based payments was £52,792 for December 2020, £32,200 for December 2019, £45,751 for December 2018, £15,784 for 2017, £18,636 for 2016 and £16,455 for 2015. |
|
||||||||||||||||||
|
|
The Group has established share option programmes that entitle certain employees to purchase shares in the Group. |
|
||||||||||||||||||
|
|
These were issued in July 2014, November 2014, July 2015, December 2015, January 2016, June 2016, September 2016, June 2017, Jan 2018, May 2018, July 2018, October 2018, June 2019, November 2019, June 2020 and October 2020. |
|
||||||||||||||||||
|
|
There are no performance conditions attaching to these options. 6,666 options were exercised in April 2018, 666 options in December 2018, 332 options in April 2019, 499 options in December 2019 and 13,333 in January 2020. |
|
||||||||||||||||||
|
|
Total options issued amount to 206,573 as at 31 December 2020, 183,181 as at 31 December 2019, 149,010 as at 31 December 2018, 115,658 as at 31 December 2017 by Crossword Cybersecurity plc. See details in Note 13 Loss per share. |
|
||||||||||||||||||
|
|
The share options have been valued using a binomial model applying the following inputs: |
|
||||||||||||||||||
|
|
Reconciliation of share options-Company |
|
||||||||||||||||||
|
|
|
|
Weighted average exercise price |
|
Weighted average exercise price |
|
||||||||||||||
|
|
|
2020 |
2020 |
2019 |
2019 |
|
||||||||||||||
|
|
|
|
£ |
|
£ |
|
||||||||||||||
|
|
1st January |
188,889 |
2.61 |
149,010 |
1.80 |
|
||||||||||||||
|
|
Granted during the period |
49,684 |
7.04 |
50,312 |
5.07 |
|
||||||||||||||
|
|
Lapsed during the period |
(18,667) |
3.10 |
(8,936) |
2.98 |
|
||||||||||||||
|
|
Exercised during the period |
(13,333) |
2.80 |
(1,497) |
2.10 |
|
||||||||||||||
|
|
End of the period |
206,573 |
3.62 |
188,889 |
2.61 |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
The weighted average share Price at the exercise date was £3.62. |
|
||||||||||||||||||
|
|
The range of exercise prices is from £0.54 to £5.45. |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
5 |
Directors' Remuneration |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
The remuneration of the Directors who served in the current year was as follows: |
|
||||||||||||||||||
|
|
|
Basic Salary and Fees |
Bonus |
Taxable Benefits |
Employer's Pension Contribution |
Total |
|
|||||||||||||
|
|
|
£ |
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Executive Directors |
|
|
|
|
|
|
|||||||||||||
|
|
Tom Ilube* |
126,622 |
|
3,689 |
1,314 |
131,625 |
|
|||||||||||||
|
|
Mary Dowd** |
130,000 |
|
|
10,000 |
140,000 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Non-Executive Directors |
|
|
|
|
|
|
|||||||||||||
|
|
Sir Richard Dearlove |
25,000 |
|
25,000 |
|
50,000 |
|
|||||||||||||
|
|
Ruth Anderson |
12,000 |
|
|
|
12,000 |
|
|||||||||||||
|
|
Andy Gueritz |
16,000 |
|
|
|
16,000 |
|
|||||||||||||
|
|
Gordon Matthew |
12,000 |
|
|
|
12,000 |
|
|||||||||||||
|
|
Dr David Secher |
16,000 |
|
|
|
16,000 |
|
|||||||||||||
|
|
Prof David Stupples |
12,000 |
|
|
|
12,000 |
|
|||||||||||||
|
|
Total |
349,622 |
- |
28,690 |
11,314 |
389,625 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
The remuneration of the Directors who served in the previous year was as follows: |
|
||||||||||||||||||
|
|
|
Basic Salary and Fees |
Bonus |
Taxable Benefits |
Employer's Pension Contribution |
Total |
|
|||||||||||||
|
|
|
£ |
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Executive Directors |
|
|
|
|
|
|
|||||||||||||
|
|
Tom Ilube* |
130,000 |
10,000 |
4,801 |
1,188 |
145,989 |
|
|||||||||||||
|
|
Mary Dowd** |
128,750 |
8,477 |
|
1,188 |
138,415 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Non-Executive Directors |
|
|
|
|
|
|
|||||||||||||
|
|
Sir Richard Dearlove |
25,000 |
- |
50,000 |
|
75,000 |
|
|||||||||||||
|
|
Ruth Anderson |
9,500 |
- |
|
|
9,500 |
|
|||||||||||||
|
|
Andy Gueritz |
11,833 |
- |
|
|
11,833 |
|
|||||||||||||
|
|
Gordon Matthew |
12,000 |
- |
|
|
12,000 |
|
|||||||||||||
|
|
Dr David Secher |
11,833 |
- |
|
|
11,833 |
|
|||||||||||||
|
|
Prof David Stupples |
12,000 |
- |
|
|
12,000 |
|
|||||||||||||
|
|
Total |
340,916 |
18,477 |
54,801 |
2,376 |
416,570 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
* |
Denotes highest paid director in 2019 |
|
|||||||||||||||||
|
|
** |
Denotes highest paid director in 2020 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|||||||||||||||||
|
|
Share Options issued (2017 nil) |
|
||||||||||||||||||
|
|
|
Year |
Share Options |
Exercise Price |
Total Value |
|
|
|||||||||||||
|
|
Sir Richard Dearlove |
2018 |
6,757 |
£3.70 |
9,902 |
|
|
|||||||||||||
|
|
Mary Dowd |
2018 |
7,936 |
3.15 |
9,993 |
|
|
|||||||||||||
|
|
Sir Richard Dearlove |
2019 |
4,587 |
5.45 |
10,587 |
|
|
|||||||||||||
|
|
Sir Richard Dearlove |
2019 |
5,208 |
4.80 |
10,576 |
|
|
|||||||||||||
|
|
Mary Dowd |
2019 |
10,000 |
5.45 |
23,080 |
|
|
|||||||||||||
|
|
Mary Dowd |
2020 |
2,500 |
3.05 |
2,903 |
|
|
|||||||||||||
|
|
Sir Richard Dearlove |
2020 |
9,434 |
2.65 |
9,496 |
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
6 |
Finance Costs |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
|
Group 2019 |
|
|
|||||||||||||
|
|
|
|
£ |
|
£ |
|
|
|||||||||||||
|
|
Finance Cost of Financial Liabilities (Loan Notes) |
196,546 |
|
9,090 |
|
|
||||||||||||||
|
|
Company right to use assets Interest |
4,298 |
|
9,460 |
|
|
||||||||||||||
|
|
Crossword Cybersecurity sp z.o.o. right to use assets interest |
2,705 |
|
5,070 |
|
|
||||||||||||||
|
|
Crossword Consulting Ltd Overdraft Annual Fees & Interest |
876 |
|
578 |
|
|
||||||||||||||
|
|
Crossword Cybersecurity Spolka z.o.o Interest |
256 |
|
153 |
|
|
||||||||||||||
|
|
|
|
204,679 |
|
24,351 |
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
7 |
Auditor's Remuneration |
|
|
|
|
|
|
|||||||||||||
|
|
The expenses for services rendered by the Group auditor present themselves as follows |
|
||||||||||||||||||
|
|
|
|
Group 2020 |
|
Group 2019 |
|
|
|||||||||||||
|
|
|
|
£ |
|
£ |
|
|
|||||||||||||
|
|
Fees for legal audit of consolidated financial information |
40,250 |
|
31,250 |
|
|
||||||||||||||
|
|
Fees for legal audit of subsidiary financial information |
6,204 |
|
6,200 |
|
|
||||||||||||||
|
|
Fees for tax advisory services |
|
6,000 |
|
5,577 |
|
|
|||||||||||||
|
|
|
|
52,454 |
|
43,027 |
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
8 |
Tax |
|
|
|
|
|
|
|||||||||||||
|
|
Income tax |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
|
Group 2019 |
|
|
|||||||||||||
|
|
|
|
£ |
|
£ |
|
|
|||||||||||||
|
|
Current income tax expense |
|
4,840 |
|
5,878 |
|
|
|||||||||||||
|
|
Deferred income tax |
|
- |
|
- |
|
|
|||||||||||||
|
|
Total tax expense |
|
4,840 |
|
5,878 |
|
|
|||||||||||||
|
|
There is no tax charge in respect of other comprehensive income. |
|
|
|||||||||||||||||
|
|
The deferred income taxes for all years/periods and deferred tax assets as at the end of each year/period were considered nil as the Directors consider there is no sufficient certainty over the recoverability of the corporation tax losses available. |
|
||||||||||||||||||
|
|
Corporation tax losses carried forward for offset against future year's trading profits amount to approximately £4,500,000 (2019: £4,500,000 2018: £3,500,000, 2017: £2,500,000, 2016 : £1,600,000, 2015 : £700,000) |
|
||||||||||||||||||
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
|
Group 2019 |
|
|
|||||||||||||
|
|
|
|
£ |
|
£ |
|
|
|||||||||||||
|
|
Loss before taxation |
|
2,273,497 |
|
2,095,570 |
|
|
|||||||||||||
|
|
Average rate of corporation tax |
19.00% |
|
19.00% |
|
|
||||||||||||||
|
|
Tax on profit |
|
(431,964) |
|
(398,158) |
|
|
|||||||||||||
|
|
Effects of: |
|
|
|
|
|
|
|||||||||||||
|
|
Expenses not deductible for tax purposes |
17,640 |
|
18,895 |
|
|
||||||||||||||
|
|
Depreciation for the period in excess of capital allowances |
150,437 |
|
147,281 |
|
|
||||||||||||||
|
|
Deferred tax not recognised |
|
259,047 |
|
226,105 |
|
|
|||||||||||||
|
|
Total tax charge |
|
(4,840) |
|
(5,878) |
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Factors that may affect future tax changes |
|
||||||||||||||||||
|
|
The rate of corporation tax in the United Kingdom had been expected to reduce from 19% to 17% per cent from 1 April 2020. However in March 2020 it was announced that the rate would continue at 19%. In March 2021 it was announced that UK corporation tax rates would rise to 25% from 2023. |
|
||||||||||||||||||
|
|
Polish Corporation Tax has been 19% until 1 January 2017, when Crossword started to benefit from the new small companies reduced rate of 15% adopted by the Parliament Act amendment to Polish CIT Law. |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
9 |
Tangible Assets |
|
|
|
|
|
|
|||||||||||||
|
|
|
Computers |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
Company 2020 |
Group 2019 |
Company 2019 |
|
|||||||||||||
|
|
|
|
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Cost b/f |
|
22,674 |
|
22,674 |
|
|
|||||||||||||
|
|
Additions / (Disposals) |
|
2,001 |
|
|
|
|
|||||||||||||
|
|
|
|
24,675 |
- |
22,674 |
- |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Accumulated Depreciation |
|
|
|
|
|
|
|||||||||||||
|
|
B/F |
|
18,157 |
|
15,191 |
|
|
|||||||||||||
|
|
Charge for the period |
|
2,966 |
|
2,966 |
|
|
|||||||||||||
|
|
C/d |
|
21,124 |
- |
18,157 |
- |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Net Book Value |
|
3,551 |
- |
4,517 |
- |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
Furniture and Fittings |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
Company 2020 |
Group 2019 |
Company 2019 |
|
|||||||||||||
|
|
|
|
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Cost b/f |
|
15,157 |
15,157 |
5,500 |
5,500 |
|
|||||||||||||
|
|
Additions |
|
|
|
9,657 |
9,657 |
|
|||||||||||||
|
|
|
|
15,157 |
15,157 |
15,157 |
15,157 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Accumulated Depreciation |
|
|
|
|
|
|
|||||||||||||
|
|
B/F |
|
4,235 |
4,235 |
917 |
917 |
|
|||||||||||||
|
|
Charge for the period |
|
7,773 |
7,773 |
3,318 |
3,318 |
|
|||||||||||||
|
|
C/d |
|
12,009 |
12,009 |
4,235 |
4,235 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Net Book Value |
|
3,148 |
3,148 |
10,921 |
10,921 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
10 |
Right of Use Assets |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
Company 2020 |
Group 2019 |
Company 2019 |
|
|||||||||||||
|
|
|
|
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Cost b/f |
|
344,058 |
231,935 |
- |
- |
|
|||||||||||||
|
|
Additions |
|
- |
- |
344,058 |
231,935 |
|
|||||||||||||
|
|
|
|
344,058 |
231,935 |
344,058 |
231,935 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Accumulated Depreciation |
|
|
|
|
|
|
|||||||||||||
|
|
B/F |
|
140,996 |
98,209 |
- |
- |
|
|||||||||||||
|
|
Charge for the period |
|
139,697 |
98,478 |
140,996 |
98,209 |
|
|||||||||||||
|
|
C/d |
|
280,694 |
196,687 |
140,996 |
98,209 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Net Book Value |
|
63,365 |
35,248 |
203,062 |
133,726 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
11 |
Unlisted Investments |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
Company 2020 |
Group 2019 |
Company 2019 |
|
|||||||||||||
|
|
|
|
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Fair value at 1 January and 31 December |
|
31 |
31 |
31 |
31 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
The above Group investment represents Crossword Cybersecurity Plc's 2020 - 4.4% (2019 - 7.1%, 2018 - 9.88%, 2017 - 11.069%, 2016 - 14.58%) holding in CyberOwl Limited which was purchased on 18 April 2016. |
|
||||||||||||||||||
|
|
In respect of the unlisted investments no material difference exists between the carrying value and the fair value at the year-end |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
12 |
Investment in subsidiaries |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
Company |
|
|
|
|||||||||||||
|
|
|
|
|
£ |
|
|
|
|||||||||||||
|
|
Cost b/f 1 January 2019 and c/f 31 December 2019 |
|
|
11,017 |
|
|
|
|||||||||||||
|
|
Capital contribution |
|
|
447,146 |
|
|
|
|||||||||||||
|
|
Cost c/f 31 December 2020 |
|
|
458,164 |
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
The group's subsidiary undertakings are listed below, including name, country of incorporation, and proportion of ownership interest: |
|
||||||||||||||||||
|
|
ownership interest: |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
2020 |
2019 |
|
||||||||||||
|
|
Name |
Registered office |
Principal activity |
% |
% |
|
||||||||||||||
|
|
Crossword Consulting Limited |
6th Floor, 60 Gracechurch Street, London EC3N 0HR United Kingdom |
Cybersecurity services |
90 |
100 |
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Crossword Cybersecurity SP Z.o.o. |
ul. Wiejska 12a, 00-490 Warszawa, Poland |
Cybersecurity services |
100 |
100 |
|
||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
13 |
Trade and Other Receivables |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
Company 2020 |
Group 2019 |
Company 2019 |
|
|||||||||||||
|
|
|
|
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Trade receivables |
|
289,811 |
125,115 |
283,024 |
270,169 |
|
|||||||||||||
|
|
Other receivables |
|
66,714 |
63,067 |
231,580 |
227,893 |
|
|||||||||||||
|
|
Prepayments |
|
102,112 |
83,749 |
92,349 |
73,148 |
|
|||||||||||||
|
|
Accrued income |
|
27,394 |
3,750 |
- |
- |
|
|||||||||||||
|
|
VAT Refund |
|
11,881 |
- |
19,345 |
9,222 |
|
|||||||||||||
|
|
Intercompany receivables within one year |
|
- |
- |
- |
1,249 |
|
|||||||||||||
|
|
|
|
497,913 |
275,680 |
626,298 |
581,680 |
|
|||||||||||||
|
|
Overdue |
|
6,600 |
|
67,874 |
|
|
|||||||||||||
|
|
All overdue amounts were paid following the period. |
|
|
|||||||||||||||||
|
|
All of the above amounts are considered to be due within one year. |
|
||||||||||||||||||
|
|
The maximum exposure to credit risk at the reporting date is the carrying value as above and the cash and cash equivalents and none are either past or impaired. |
|
||||||||||||||||||
|
|
Of the above amounts held within the Group, 2020: £15,529; 2019: £29,180; 2018: £15,195; 2017: £32,566; is denominated in Polish Zloty with the remainder in GBP. |
|
||||||||||||||||||
|
|
Foreign exchange risk is currently minimal as balances in Polish Zloty are between the parent and its wholly owned subsidiary. |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
14 |
Trade and Other Payables |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Group 2020 |
Company 2020 |
Group 2019 |
Company 2019 |
|
|||||||||||||
|
|
|
|
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Trade payables |
|
204,243 |
372,359 |
82,165 |
276,814 |
|
|||||||||||||
|
|
Tax payables |
|
163,002 |
38,746 |
91,024 |
- |
|
|||||||||||||
|
|
Accruals |
|
403,997 |
289,488 |
103,264 |
70,094 |
|
|||||||||||||
|
|
Deferred income |
|
101,438 |
71,789 |
47,485 |
47,485 |
|
|||||||||||||
|
|
Other payables |
|
56,360 |
21,805 |
289,371 |
121,909 |
|
|||||||||||||
|
|
|
|
929,038 |
794,187 |
613,311 |
516,302 |
|
|||||||||||||
|
|
All of the above amounts are considered to be due within one year. |
|
||||||||||||||||||
|
|
£37,883 of 2019 deferred income balance was recognised in the 2020 as revenue while £158 was written off. The remaining 2019 deferred income of £9,444 is included in the 2020 deferred income for the Company and Group. The entire deferred income balance in 2018 of £8,255 was recognised in 2019 as revenue. |
|
||||||||||||||||||
|
|
Of the Trade and Other Payables amounts held within the Group, £29,630 (2019: £24,420; 2018: £19,569; 2017: £31,149) is denominated in Polish Zloty with the remainder in GBP. |
|
||||||||||||||||||
|
|
Suppliers denominated in Euros had a zero balance outstanding at 31st December 2020 (2019: £0; 2018: £7,452; zero in previous periods). |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
15 |
Share Capital |
|
|
|
|
|
|
|||||||||||||
|
|
Allotted called up and fully paid |
|
|
|
||||||||||||||||
|
|
2019: 4,681,227, 2020: 5,132,090 ordinary shares of £0.05 each |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Share Capital |
|
2020 |
|
2019 |
|
|
|||||||||||||
|
|
|
|
£ |
|
£ |
|
|
|||||||||||||
|
|
Cost b/f |
|
234,061 |
|
234,020 |
|
|
|||||||||||||
|
|
Shares Issued in period |
|
22,544 |
|
42 |
|
|
|||||||||||||
|
|
|
|
256,605 |
|
234,061 |
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Share Premium |
|
|
|
|
|
|
|||||||||||||
|
|
B/F |
|
7,515,744 |
|
7,513,908 |
|
|
|||||||||||||
|
|
Shares Issued in period |
|
1,002,647 |
|
1,836 |
|
|
|||||||||||||
|
|
C/d |
|
8,518,391 |
|
7,515,744 |
|
|
|||||||||||||
|
|
The shares issued during the period were ordinary shares of £0.05 issued at a premium of £1,002,647 (2019: share options exercised). |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
16 |
Loss per share |
|
|
|
|
|
|
|||||||||||||
|
|
Earnings per share is calculated by dividing the loss for the period attributable to ordinary equity shareholders of the parent by the weighted average number of ordinary shares outstanding during the year. |
|
||||||||||||||||||
|
|
During the year the calculation was based on the loss for the year of £2,273,497 (2019: £2,191,280; 2018: £2,132,252; 2017: £1,200,424) divided by the weighted average number of ordinary shares of 4,981,980 (2019: 4,679,965; 2018: 3,853,254; 2017: 3,158,318) |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
17 |
Reconciliation of movements in net debt |
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Group |
|
|
Convertible |
Cash |
|
|
|||||||||||||
|
|
|
|
Lease |
loan |
and cash |
Net |
|
|||||||||||||
|
|
|
|
liabilities |
notes |
equivalents |
debt |
|
|||||||||||||
|
|
|
|
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Net debt at 1 January 2019 |
|
|
|
|
|
|
|||||||||||||
|
|
Due within twelve months |
|
(229,519) |
- |
- |
(229,519) |
|
|||||||||||||
|
|
Due after more than twelve months |
|
(90,602) |
- |
- |
(90,602) |
|
|||||||||||||
|
|
Cash and cash equivalents |
|
- |
- |
2,222,706 |
2,222,706 |
|
|||||||||||||
|
|
|
|
(320,121) |
- |
2,222,706 |
1,902,585 |
|
|||||||||||||
|
|
Cash flows |
|
134,854 |
(1,400,000) |
(703,186) |
(1,968,332) |
|
|||||||||||||
|
|
Non-cash flows |
|
- |
92,764 |
(5,354) |
87,410 |
|
|||||||||||||
|
|
Net debt at 31 December 2019 |
|
(185,267) |
(1,307,236) |
1,514,166 |
21,663 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Due within twelve months |
|
(171,934) |
- |
- |
(171,934) |
|
|||||||||||||
|
|
Due after more than twelve months |
|
(13,333) |
(1,307,236) |
- |
(1,320,569) |
|
|||||||||||||
|
|
Cash and cash equivalents |
|
- |
- |
1,514,166 |
1,514,166 |
|
|||||||||||||
|
|
|
|
(185,267) |
(1,307,236) |
1,514,166 |
21,663 |
|
|||||||||||||
|
|
Cash flows |
|
141,533 |
- |
(565,419) |
(423,886) |
|
|||||||||||||
|
|
Non-cash flows |
|
- |
(28,086) |
9,595 |
(18,491) |
|
|||||||||||||
|
|
Net debt at 31 December 2020 |
|
(43,734) |
(1,335,322) |
958,342 |
(420,714) |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Due within twelve |
|
(43,734) |
- |
- |
(43,734) |
|
|||||||||||||
|
|
Due after more than twelve months |
|
- |
(1,335,322) |
- |
(1,335,322) |
|
|||||||||||||
|
|
Cash and cash equivalents |
|
- |
- |
958,342 |
958,342 |
|
|||||||||||||
|
|
Net debt at 31 December 2020 |
|
(43,734) |
(1,335,322) |
958,342 |
(420,714) |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Company |
|
|
Convertible |
Cash |
|
|
|||||||||||||
|
|
|
|
Lease |
loan |
and cash |
Net |
|
|||||||||||||
|
|
|
|
liabilities |
notes |
equivalents |
debt |
|
|||||||||||||
|
|
|
|
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Net debt at 1 January 2019 |
|
|
|
|
|
|
|||||||||||||
|
|
Due within twelve months |
|
(99,917) |
- |
- |
(99,917) |
|
|||||||||||||
|
|
Due after more than twelve months |
|
(127,091) |
- |
- |
(127,091) |
|
|||||||||||||
|
|
Cash and cash equivalents |
|
- |
- |
2,213,701 |
2,213,701 |
|
|||||||||||||
|
|
|
|
(227,008) |
- |
2,213,701 |
1,986,693 |
|
|||||||||||||
|
|
Cash flows |
|
113,675 |
(1,400,000) |
(760,986) |
(2,047,311) |
|
|||||||||||||
|
|
Non-cash flows |
|
- |
92,764 |
- |
92,764 |
|
|||||||||||||
|
|
Net debt at 31 December 2019 |
|
(113,333) |
(1,307,236) |
1,452,715 |
32,146 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Due within twelve months |
|
(99,917) |
- |
- |
(99,917) |
|
|||||||||||||
|
|
Due after more than twelve months |
|
(13,416) |
(1,307,236) |
- |
(1,320,652) |
|
|||||||||||||
|
|
Cash and cash equivalents |
|
- |
- |
1,452,085 |
1,452,085 |
|
|||||||||||||
|
|
|
|
(113,333) |
(1,307,236) |
1,452,085 |
31,516 |
|
|||||||||||||
|
|
Cash flows |
|
99,917 |
- |
(627,418) |
(527,501) |
|
|||||||||||||
|
|
Non-cash flows |
|
- |
(28,086) |
- |
(28,086) |
|
|||||||||||||
|
|
Net debt at 31 December 2020 |
|
(13,416) |
(1,335,322) |
824,667 |
(524,071) |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Due within twelve months |
|
(13,416) |
- |
- |
(13,416) |
|
|||||||||||||
|
|
Due after more than twelve months |
|
- |
(1,335,322) |
- |
(1,335,322) |
|
|||||||||||||
|
|
Cash and cash equivalents |
|
- |
- |
824,667 |
824,667 |
|
|||||||||||||
|
|
Net debt at 31 December 2020 |
|
(13,416) |
(1,335,322) |
824,667 |
(524,071) |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
18 |
Reserves |
|
|
|
|
|
|
|||||||||||||
|
|
The following describes the nature and purpose of each reserve within owners' equity |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Reserve |
Description and purpose |
|
|||||||||||||||||
|
|
Share capital |
This represents the nominal value of shares issued |
|
|||||||||||||||||
|
|
Share premium |
Amount subscribed for share capital in excess of nominal value |
|
|||||||||||||||||
|
|
Equity reserve |
Represents amounts charged on share options that have been granted to employees |
|
|||||||||||||||||
|
|
Retained earnings |
Cumulative net gains and losses recognised in the consolidated statement of comprehensive income |
|
|||||||||||||||||
|
|
Translation of foreign operations |
Is the difference that arises due to consolidation of foreign subsidiaries using an average rate during the period and a closing rate for the period end statement of financial position |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
19 |
Financial Instruments Note |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Current Financial Assets |
|
Group 2020 |
Company 2020 |
Group 2019 |
Company 2019 |
|
|||||||||||||
|
|
|
|
£ |
£ |
£ |
£ |
|
|||||||||||||
|
|
Financial assets measured at amortised cost |
|
|
|
|
|
|
|||||||||||||
|
|
Trade and other receivables |
|
383,848 |
845,175 |
349,186 |
931,893 |
|
|||||||||||||
|
|
Cash and cash equivalents |
|
958,341 |
824,667 |
1,514,166 |
1,452,085 |
|
|||||||||||||
|
|
|
|
1,342,189 |
1,669,842 |
1,863,352 |
2,383,978 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Current Financial Liabilities |
|
|
|
|
|
|
|||||||||||||
|
|
Financial liabilities measured at amortised cost |
|
|
|
|
|
|
|||||||||||||
|
|
Trade and other payables |
|
664,599 |
683,653 |
474,802 |
468,817 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Non-Current Financial Liabilities |
|
|
|
|
|
|
|||||||||||||
|
|
Financial liabilities measured at amortised cost |
|
|
|
|
|
|
|||||||||||||
|
|
Loan |
|
1,335,322 |
1,335,322 |
1,307,236 |
1,307,236 |
|
|||||||||||||
|
|
|
|
1,999,921 |
2,018,974 |
1,782,038 |
1,776,053 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
In relation to the loan there was a fair value gain of £0 (2019: £92,764 arising from the loans notes being initially measured at fair value and subsequently measured at amortised cost). |
|
||||||||||||||||||
|
|
Included within trade and other payables are lease capital liabilities of the group of £43,734 (2019: £185,267; 2018: £nil) and of the company £13,507 (2019: £113,334; 2018: £nil). |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
20 |
Financial Instruments - Risk |
|
|
|
|
|
|
|||||||||||||
|
|
The Group could be exposed to risks that arise from its use of financial instruments. Risks in relation to financial assets include: |
|
||||||||||||||||||
|
|
Market risk |
|
|
|
|
|
|
|||||||||||||
|
|
Market risk covers foreign exchange risk, price risk and interest rate risk. |
|
||||||||||||||||||
|
|
As the majority of the Group's transactions are either in Sterling or in Polish Zloty the Group considers its exposure to foreign exchange risk to be minimal. |
|
||||||||||||||||||
|
|
There are no derivatives and hedging instruments. |
|
||||||||||||||||||
|
|
The Group is not exposed to price risk given that no securities are held under financial assets. |
|
||||||||||||||||||
|
|
The Group is not exposed to interest rate or cash flow risk due to the fact that the Group has no borrowing or complex financial instruments. |
|
||||||||||||||||||
|
|
|
|
||||||||||||||||||
|
|
Credit risk |
|
||||||||||||||||||
|
|
Credit risk is considered to be the risk of financial loss incurred by the Group in the event that a customer or counterparty to an asset fails to meet contractual obligations. There is no provision for bad debt, as the Group has not experienced any bad debt, with customers paying to terms. |
|
||||||||||||||||||
|
|
The Group does not consider credit risk to be significant given the type of services it provides. |
|
||||||||||||||||||
|
|
|
|
||||||||||||||||||
|
|
Liquidity risk |
|
||||||||||||||||||
|
|
Management monitor rolling forecasts of the Group's liquidity reserves, cash and cash equivalents on the basis of expected cash flows and therefore monitors liquidity risk sufficiently. |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Financial Liabilities |
|
|
|
|
|
|
|||||||||||||
|
|
|
due < 1 year |
due 1 - 2 years |
|
|
|
||||||||||||||
|
|
|
£ |
£ |
|
|
|
||||||||||||||
|
|
Trade payables |
204,243 |
|
|
|
|
|
|||||||||||||
|
|
Tax payables |
163,002 |
|
|
|
|
|
|||||||||||||
|
|
Accruals |
403,997 |
|
|
|
|
|
|||||||||||||
|
|
Deferred income |
101,438 |
|
|
|
|
|
|||||||||||||
|
|
Other Payables |
56,360 |
|
|
|
|
|
|||||||||||||
|
|
Loan |
|
1,335,322 |
|
|
|
||||||||||||||
|
|
Total |
929,040 |
1,335,322 |
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
21 |
Capital management |
|
|
|
|
|
|
|||||||||||||
|
|
The Group considers its capital to comprise of its equity share capital, share premium, foreign exchange reserve, share options reserve and capital redemption reserve, less its accumulated losses. Quantitative detail is shown in the consolidated statement of changes in equity. |
|
||||||||||||||||||
|
|
The directors' objective when managing capital is to safeguard the Group's ability to continue as a going concern in order to provide returns for the shareholder and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. |
|
||||||||||||||||||
|
|
The directors monitor a number of KPIs at both the Group and individual subsidiary level on a monthly basis. As part of the budgetary process, targets are set with respect to operating expenses in order to effectively manage the activities of the Group. Performance is reviewed on a regular basis and appropriate actions are taken as required. These internal measures indicate the performance of the business against budget/forecast and to confirm that the Group has adequate resources to meet its working capital requirements. |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
22 |
Pensions |
|
|
|
|
|
|
|||||||||||||
|
|
Employer contributions to theGroup defined contribution pension scheme for employees in theUnited Kingdom were £46,509 (2019:33,208). A defined contribution scheme is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior years. |
|
||||||||||||||||||
|
|
Contributions payable to the Group's pension scheme are charged to the income statement in the year to which they relate. The Group has no further payment obligations once the contributions have been paid. |
|
||||||||||||||||||
|
|
In Poland, the Group pays the statutory employer's contribution into the public pension scheme for each employee, but does not operate any pension schemes. In 2021, the Group will implement the Employee Capital Plans (PPK) program which will involved employee consultation and selection of a financial institution. |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
23 |
Related Party Transactions |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
2020 |
2019 |
|
|||||||||||||
|
|
CyberOwl Limited - Crossword Cybersecurity plc has an investment in CyberOwl Limited |
|
||||||||||||||||||
|
|
Percentage Holding |
|
|
|
4.40% |
7.07% |
|
|||||||||||||
|
|
Revenue from development services £ |
|
24,700 |
91,574 |
|
|||||||||||||||
|
|
Balance Outstanding £ |
|
|
|
- |
5,070 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Byzgen Limited - Crossword Cybersecurity has a licencing agreement with Byzgen Limited |
|
||||||||||||||||||
|
|
Revenue from development services and licence agreement £ |
|
203,030 |
208,555 |
|
|||||||||||||||
|
|
Balance Outstanding £ |
|
|
|
44,295 |
36,330 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Subsidiary Transactions |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
2020 |
2019 |
|
|||||||||||||
|
|
Crossword Consulting Limited |
|
|
|
|
|
|
|||||||||||||
|
|
Services received from £ |
|
|
|
56,294 |
47,802 |
|
|||||||||||||
|
|
Balance Payable to £ |
|
|
|
5,629 |
4,780 |
|
|||||||||||||
|
|
Services supplied to £ |
|
|
|
145,466 |
182,871 |
|
|||||||||||||
|
|
Balance Due from £ |
|
|
|
368,271 |
213,199 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Crossword Cybersecurity SP Z.o.o |
|
|
|
|
|
|
|||||||||||||
|
|
Services received from £ |
|
|
|
502,374 |
588,696 |
|
|||||||||||||
|
|
Balance Payable to £ |
|
|
|
189,541 |
143,030 |
|
|||||||||||||
|
|
Services supplied to £ |
|
|
|
- |
- |
|
|||||||||||||
|
|
Balance Due from £ |
|
|
|
- |
- |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Tom Ilube, CEO, has made a loan of £250,000 to the Company on the same terms as the other Lenders as described in Note 20. |
|
||||||||||||||||||
|
|
The Company has a related party relationship with its key management who are the Executives: Tom Ilube, Mary Dowd, Jake Holloway, Sean Arrowsmith and Stuart Jubb, whose total compensation amounted to £697,924 (2019: £484,961). |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
The Company has a related party relationship with its key management who are the Executives: Tom Ilube, Mary Dowd, Jake Holloway, Sean Arrowsmith and Stuart Jubb, whose total compensation amounted to £697,924 (2019:£484,961). |
|
||||||||||||||||||
|
|
In March 2020, the subsidiary Crossword Consulting Limited issued 110,000 A shares to Stuart Jubb, Managing Director of the subsidiary and member of the executive team which equated to 10% of the subsidiary entity, for a subscription price of £15,400, which was estimated to equate to fair value. |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
24 |
Convertible Loan Notes |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
In 2019, the company received funds for £1.4m of Convertible Loan Notes. The term of the loans is 3 years and the interest is 12% payable quarterly in arrears. Early repayment is at the Company's sole option, subject to a minimum repayment amount of £10,000. Repayment is at the end of the term, in cash, save that each lender may opt to convert part or all of their loan into Ordinary Shares at £4.80. On repayment of the Loans in cash, each lender will be issued warrants valid for three months to subscribe for Ordinary Shares representing 10% of the value of the Loan at £4.80. |
|
||||||||||||||||||
|
|
Included among the commitments is one from Tom Ilube, CEO, for an amount of £250,000. Tom Ilube made a loan to the Company on the same terms as the other Lenders as described above. |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
25 |
Subsequent Events |
|
|
|
|
|
|
|||||||||||||
|
|
On 10 February 2021 the Company announced that it has undertaken a fundraising of approximately £1.6 million through a placing and proposed subscription of Crossword ordinary shares of 5p each ("Ordinary Shares") at a price of 260 pence per share and the following announcement was made to the market on 10 February 2021. |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
26 |
Controlling Party |
|
|
|
|
|
|
|||||||||||||
|
|
The Company does not have a controlling party. |
|
||||||||||||||||||
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