Final Results

RNS Number : 9823M

Osirium Technologies PLC

15 May 2020

 

15 May 2020

Osirium Technologies plc

("Osirium", "the Group" or "the Company")

Final Results

Substantial progress against growth strategy

Osirium Technologies plc (AIM: OSI.L), a leading vendor of cloud-based cybersecurity software, today announces its final results for the 12 months ended 31 December 2019.

Financial highlights

· Total bookings, the Group's primary KPI, increased 54% to £ 1.82 million (2018: £1.18 million)

· Total recognised revenue increased by 22% to £1.17 million (2018: £0.96 million)

· Deferred revenue increased by 89% to £1.37 million (2018: £0.72 million), providing enhanced visibility

· Operating loss of £3.40 million (2018: £2.67 million), in line with expectations

· Cash balances at 31 December 2019 of £3.85 million (31 December 2018: £2.39 million)

Operational highlights

· Clear illustrations of successful "land and expand" strategy with strong expansion and on-sell contracts

o  New customers added in established sectors such as finance and the NHS, as well as securing new accounts in fleet management services and central government

· Maintained 100% renewals with existing customers   

· Continued investment in the business resulting in significantly enhanced infrastructure

o  Launched two new products in the year, growing addressable market and value proposition

o  Grew and strengthened teams in engineering, sales, support, marketing

o  Successful £4.78 million fundraise in October 2019

· Secured first sale of Privileged Process Automation product, launched in the period, demonstrating value of targeted R&D programme

Post year-end

· In a direct response to the COVID-19 pandemic the Group has taken a number of actions to ensure that all staff are healthy, safe and working from home. This has allowed Osirium to continue supporting our customers with no compromise on service levels or delivery

· Enter new year with strongest pipeline to date

o  Continued business momentum and further sales including in the NHS and Ambulance Services

o  Competitive wins, demonstrating our increasing reputation as a solution provider with a clear understanding of the challenges facing this sector

o  Additional sales in North America

· Established presence in Benelux and started sales and marketing initiatives in that region and the Nordics

David Guyatt, Chief Executive Officer, commented : "2019 was a year of substantial progress for the Group, both operationally and in terms of new business momentum. During 2019, we added new customers and grew our engagement with the existing client base, which saw 100% retention, contributing to a 54% increase in bookings. Furthermore, we expanded our network of channel partners and successfully brought two new solutions to market, substantially enhancing the Group's value proposition.

The requirement for securing, controlling and auditing critical IT assets continues to be a prime concern for all organisations. We help our customers substantially improve operations, reduced time and costs, with extensively reduced risk of security breaches.

We cannot ignore the increasing impact on our business of the Coronavirus pandemic. To the best of our ability we have factored this into our planning. The safety and health of our employees, partners and customers is paramount, and we have taken decisive steps to move fully to remote working, with an online engineering, sales, marketing and support model for engaging with our customers. The Board remains cautious and vigilant in the very short-term as the full impact of COVID-19 on the general economy is not yet known, however we have contingency plans in place and factored these into our planning and are limiting the cash outflows out of the business as best as we can.

Despite the significant challenge COVID-19 presents we are moving forward this year with continued business momentum. Our focus on growing our market presence and customer-centric approach, coupled with our expanded offering and a solid foundation of visible revenue, gives the Board confidence in the Group's long-term prospects."

https://email.edisoninvestment.com/t/2PWO-11EHM-DA4ATOSIDD/cr.aspx  

For further information:

Osirium Technologies plc	Tel: [phone]
David Guyatt, Chief Executive Officer Rupert Hutton, Chief Financial Officer www.osirium.com
Stifel Nicolaus Europe Limited (Nominated Adviser and Broker)	Tel: [phone]
Fred Walsh
Alma (Financial PR) Josh Royston / D avid Ison / Harriet Jackson	Tel: [phone]

Notes to Editors:

Osirium Technologies plc (AIM: OSI) operates in one of the fastest growing parts of the cybersecurity market and is a leading vendor of Privileged Access Security solutions. Osirium's cloud-based products protect critical IT assets, infrastructure and devices by preventing targeted cyber-attacks from directly accessing Privileged Accounts, removing unnecessary access and powers of Privileged Account users, deterring legitimate Privileged Account users from abusing their roles and containing the effects of a breach if one does happen.

Osirium has defined and delivered what the Directors view as the next generation Privileged Access Management solution. Osirium's award-winning Privileged Task Management module further strengthens Privileged Account Security by minimising the cyber-attack surface and delivering an impressive return on investment benefits for customers. Building on Osirium's Privileged Task Management module, in May 2019 Osirium launched Privileged Process Automation, providing a highly-flexible platform for automating essential IT processes to set a new benchmark in IT Process Automation. This was followed by the launch of Privileged Endpoint Manager in December 2019, bringing the total portfolio to three complementary solutions.

Founded in 2008 and with its headquarters in Reading, UK, the Group was admitted to AIM in April 2016. For further information please visit www.osirium.com.

 

Chairman and Chief Executive's Statement

Overview

We are pleased to report the Group's results for the year to 31 December 2019 which show strong financial progress in line with our operational objectives for the year. We experienced a step change in traction for our next generation enterprise Privileged Access Security solutions with bookings, our key financial measure, growing 54% over the prior year to £1.82 million. Investment in our product range during the year has expanded our addressable market and we have established the right teams internally to springboard our growth strategy in the year ahead.

Our strategic focus on growing market presence through new contract wins and 'land-and-expand' orders from existing accounts, whilst maintaining 100% customer retention levels across the board, has driven the Group's growth in the period. During the year we expanded our footprint within existing customer sectors, with a number of new business wins in the finance and NHS sectors, while also establishing a foothold in new verticals, including fleet management services and central government. As we win new business, we are becoming further entrenched in our customers' organisations as our solutions touch end users across all aspects of a business's operations.

In line with the Group's ambition to extend its market reach beyond its direct sales channel, several new business wins in the year were delivered and managed through channel partnerships, consisting of Managed Service Providers and Security Integrators. The Group continues to build its channel partner relationships and sees this an important route to market, in conjunction with its direct marketing efforts. 

Investment in the business remains a key priority as the Group scales, while maintaining tight controls on costs. As a result of investing in product development during the year, we brought to market two new pioneering solutions in what we define as our overall Privileged Access Security portfolio. The expansion to three complementary offerings is an important development for the Group, significantly widening the market opportunity, enhancing our value proposition with cross-selling opportunities, and strengthening our position as a leading innovator in the Privileged Access Security market. To support and scale the expanded offering, we have also invested in the technical and commercial teams, employed our first sales specialist in mainland Europe, launched a refreshed website to attract new business, and believe we are well-resourced to execute the Group's ambitious growth plans in the year ahead.

The Group completed a fundraise in October, raising in aggregate £4.78 million (before expenses) through the issue of subscription shares, convertible loan notes and a placing at a premium of approximately 3% to pre-announcement closing price, supporting the Group's investment programme and growth strategy. The substantial participation in the fundraise by Group employees, contributing 10.3% of the overall funds raised, is a reflection of the ambition shared across the whole team at Osirium and the confidence we have in the opportunity ahead. On behalf of the Board, we would like to thank all our shareholders for their continued support as well as all employees for their ongoing commitment and dedication.

The market opportunity is large and growing in sophistication, with Privileged Access now no longer viewed in the context of a niche offering but as an indispensable asset for corporate cybersecurity protection. Our reputation in this market as a leading specialist is growing and we have significantly enhanced the Group's infrastructure to capture this opportunity as we move forward.

Results

Total bookings in the period increased 54% to £1.82 million (2018: £1.18 million). This translated into recognised revenue for the year of £1.17 million, an increase of 22% (2018: £0.96 million). As a result of the Group's Software-as-a-Service ("SaaS") revenue recognition policy, which recognises revenues over the course of multi-year contracts, deferred revenue grew to circa. £1.37 million (2018: £0.72 million), providing the Company with greater visibility of future revenues as we enter the new financial year. Cash balances as at 31 December 2019 were £3.9 million (31 December 2018: £2.4 million).

The Group's loss before tax for the year was £3.45 million increased from the loss of £2.67 million for the year to 31 December 2018, in line with the Board's expectations.

The Group's focussed R&D programme, a key pillar of our long-term growth strategy, resulted in R&D spend for the year of £1.77 million on direct staff and contractor costs for research and development. The focus of product investment is in enhancements to the portfolio including clustering PAM servers to deliver greater scalability, developing machine-guided automation in PPA as well as human-guided automation, and creating our first Privileged Endpoint Management solution. The Group anticipates revenues to increase further during 2020 and is targeting increased service revenues with the addition of extra consultancy resource.

Business model

The Group's revenue is composed of SaaS software licences, with the Group's Privileged Access Management (PAM) product charged per device, and the new Privileged Process Automation (PPA) product charged per user. The recently released Privileged Endpoint Management (PEM) product will be charged per protected endpoint. Service revenue comes largely from existing customers as they grow and expand their use of Osirium's software solutions.

Bookings, the Group's key financial metric, is the total value of a contract signed in a given year. Therefore, recognised revenue will lag bookings while the business is in growth phase.

Due to the quality of the Osirium software, support and professional services received by our clients we are pleased to report a 100% renewal rate among our existing customers.

As awareness of Osirium grew in 2019 we saw customers increasingly willing to make a purchase without requiring a Proof of Concept ("POC"). However, when a POC has been or is required, Osirium Professional Services have developed a rigorous POC process incorporating objectives, requirements, agreed metrics for success, implementation, training and project management. In 2019, these resulted in a 100% conversion rate from POC to final customer sale.

Market - the growing awareness of 'Privilege'

The threat posed by cybersecurity breaches to the business community continues to be elevated to the top of corporate agendas with headline-grabbing incidents fuelling demand for expertise and solutions. Cybersecurity is no longer viewed as an isolated IT issue, but rather as a key risk management issue at the core of corporate governance for businesses across all sectors.  2019 was no exception with high profile breaches resulting in reputational damage and severe punishment from authorities for a number of household brand names.

The recurring use cases driving customer demand for control of privileged access are:

· Insider Threats: sometimes concern over maliciously-driven security breaches caused by disgruntled employees, but increasingly and inadvertently caused by too many people (often without the necessary skills) having too much access to too many privileged accounts

· External Attacks: hacker attacks targeting privileged accounts

· Third Parties and Vendors: securely managing internal staff can be a challenge. Many prospects find it even more difficult to maintain visibility and control over an ever-changing network of contractors, outsourced staff and vendors who require some access to privileged accounts to do their work

· Audits and Compliance: without rigorous controls over who had access to which systems and performed which tasks at what time, meeting compliance obligations becomes impossible

Within the umbrella of cybersecurity solutions, Privileged Access Management (PAM), the cornerstone of the Osirium Privileged Access Security portfolio, addresses the threat involved in 80% of cybersecurity breaches, namely the loss or theft of privileged credentials (Forrester Wave report, Nov 2018). PAM solutions tightly control and monitor access by users with elevated 'privileges' to an enterprise's most valuable IT assets in order to minimise the risk of security breaches. It is more evident than ever that this message is resonating with our customers and potential customer base with growing awareness of what 'Privilege' means in a cybersecurity environment. As a result, we have built our largest new business pipeline to date as businesses seek to acquire the necessary tools they need for adequate protection.

Forecasts for the PAM market consistently point to a substantial market opportunity, with the Gartner Forecast for Information Security and Risk Management, Q2 2019, expecting the PAM market to reach $2.5bn worldwide by 2023.

Growth strategy

The Group's growth strategy is centred around three core principles: innovation, customer focus and market expansion.

Commitment to innovation

Osirium's technology is uniquely positioned as a purpose-built solution portfolio, designed specifically to address the challenges of Privileged Access. Our 'next generation' products have been built from the ground up and are not modifications of acquired solutions designed to address other needs. As a result, the simplicity of implementation remains a key differentiator for the Group.

We have invested in our product offering ahead of the curve and we are now seeing the anticipated market take-up. It is this commitment to ongoing innovation that drove the launch of two new, highly relevant products in the period, bringing the total solutions range to three complementary offerings. The Group's full Privileged Access Security portfolio now consists of:

· Privileged Access Management 'PAM' the Group's cornerstone product, protecting Privileged Accounts

· Privileged Process Automation 'PPA' (launched in Q2 under the initial code name 'Opus') a framework for securely automating complex IT processes

· Privileged Endpoint Management 'PEM' (launched in Q4) a solution allowing customers to control and remove potentially risky admin rights from endpoints

We were delighted to report our first sale of our PPA product during the year, very soon after launching the product. This contract, with an existing Osirium customer, is an example of how we can broaden our relationships within the customer base whilst also expanding our new business discussions. This was clear validation of the value derived from our targeted R&D programme and the market readiness for our offering.

The focus for product development in the year ahead is the ongoing refinement of the platform's technical specifications and user interface. We will be adding new functionality and capabilities to the three core offerings, and will be exploring an offering targeted at the Managed Service Provider sector.

Customer focus

"Land and Expand", our model of securing an initial sale with a customer and the following with additional licences or product orders, remains a key strategy for the Company.

Customer service and retention is at the heart of Osirium. The Group is proud to have achieved a 100% customer retention rate during the year, and it is this focus that provides the foundation for future growth as new customers are acquired and the 'land and expand' cycle begins again.

During the year we received a major expansion order with a UK provider of software and IT services to the public sector following an initial order nine months earlier in the year. The revised contract represented an expanded base of protected devices for the customer by more than ten-fold, demonstrating the success of the 'land-and-expand' model and customer first approach.

Market Expansion

We saw a step change in the traction that our offerings are gaining in the market. This has been driven by both maintaining a direct-touch model with our customers as well as the expansion of our indirect channel via channel partners. We have also expanded our channel model to encompass Managed Service Providers and specialist Managed Security Service Providers, who have already delivered significant contract wins, and who we see as a core part of our growth strategy.

Our key target market remains mid-tier and upper mid-tier enterprises. We have established a key presence in sectors such as financial services, the NHS and retail, and are building out our presence in new sectors including fleet services, manufacturing and energy. As well as continuing to develop our home market in the UK we see growing interest from prospects across the rest of Europe and beyond, including the Group's first sales in North America. As a result, the Group has established a base in mainland Europe to service these prospects and capitalise on the expanding market opportunity. 

Current trading, Coronavirus effect and outlook

This past year has seen substantial progress achieved against our growth plans with an expanded product suite, a confident team, and accelerating traction in terms of our market presence. The market opportunity is clearer than ever as Privileged Access Security is increasingly a corporate priority, helping to deliver our strongest pipeline to date.

Nonetheless, at the time of writing, we cannot ignore the increasing impact on our business of the Coronavirus pandemic. To the best of our ability we have factored this into our planning. The safety and health of our employees, partners and customers is paramount, and we have taken decisive steps to move fully to remote working, with an online engineering, sales, marketing and support model for engaging with our customers. The Board remains cautious and vigilant in the very short-term as the full impact of COVID-19 on the general economy is not yet known, however we have contingency plans in place and factored these into our planning and are limiting the cash outflows out of the business as best as we can.

Despite the significant challenge COVID-19 presents we are moving forward this year with continued business momentum. Our focus on growing our market presence and customer-centric approach, coupled with our expanded offering and a solid foundation of visible revenue, gives the Board confidence in the Group's long-term prospects.

 

Financial Review

Overview

The Group has significantly increased revenue and bookings during the year, demonstrating greater customer engagement and investment. The Group considers bookings to be its key financial measures and a good reflection of the growth the Company experienced in the period under review. Bookings for the 12-month period ended 31 December 2019, represented by total invoiced sales for annual subscriptions, were £1.82 million, an increase of 54% over the previous year (2018: £1.18 million).

Given the Group's revenue recognition policy, which recognises revenue in equal annual instalments over the course of multi-year contracts, revenue for the year was £1.17 million, an increase of 22% over the prior year (2018: £0.96 million).

The 12-month loss after tax for the Group was £2.83 million, increased from the loss of £2.27 million for the year to 31 December 2018, in line with the Board's expectations. The losses of the Group have increased following significant investment in increasing headcount and activity levels in our sales, pre-sales, marketing and engineering departments of the business.

Revenue analysis

Revenue for the 12-month period ended 31 December 2019 was £1.17m (2018: £0.96m). Total customer count increased by 14 for the year ended 31 December 2019, up to 50 (2018: 36). This customer growth reflects the increasing sales momentum experienced by the business as the Group broadens its customer base, and customer demand for our PAM, PPA and PEM solutions grows.

Company deferred revenues as at 31 December 2019 were £1.37 million, compared with deferred revenues at the end of December 2018 of £0.72 million, helping provide a degree of visibility and certainty over our future revenue streams.

Taxation

The Group has benefited from the tax relief given on development expenditure, which has resulted in a research and development tax credit of £557,000 being claimed for the year to 31 December 2019, compared with £408,000 for the previous year to 31 December 2018. This further demonstrates the consistent investment made in the Company's innovative cybersecurity product and its pioneering qualities.

Loss per share

Loss per share for the year on both a basic and fully diluted basis was 19p. In the prior year the basic and diluted loss per share was 17p.

Results and dividend

The Directors are not recommending the payment of a final dividend (2018: £nil).

Research and development & capital expenditure

The Group spent £1.77 million (2018: £1.44 million) on direct staff and contractor costs for research and development, of which all was capitalised in both periods. This expenditure relates to the development of new and enhanced software offerings. The Group invests in new product development and the continual modification and improvement of its existing products to meet technological advances, customer and ever-expanding new market requirements of the fast-paced cybersecurity market.

Future developments

The Group has embarked upon a strategy which will extend its activities to the provision of a full range of Privileged Access Security solutions. As well as expanding into new geographical markets and industry sectors, the Group will continue to invest in developing innovative and differentiated solutions for its growing customer base.

Cash flow

The Group's cash balances were £3.85 million (2018: £2.39 million).

Cash reserves were boosted by the fund raise that raised £4.78 million gross cash (before expenses, fees and commissions) in October 2019.

Net cash used in operating activities for the period was £1.05 million (2018: £1.17 million).

 

Key Performance Indicators (KPIs)

The Group's progress against its strategic objectives is monitored by the Board of Directors by reference to KPIs.

Progress made is a reflection of the performance of the business since publicly listing and the Group's achievement against its strategic plans. The Group considers major KPIs to be bookings, revenue, deferred revenue, channel partners, new customers and sectors, customer renewals, and software evaluations.

Bookings are monitored on a monthly basis and reported in detail at board meetings. Bookings have increased by 54% to £1.82 million for the year to 31 December 2019 from £1.18 million for the year ended 31 December 2018.

As a result of the increase in booking, the revenue KPI is performing well, with total revenue up 22% to £1.17 million (2018: £0.96 million) and deferred revenue up 89% to £1.37 million (2018: £0.72 million), for the periods under review.

Non-financial KPIs include:

· Channel partners: the Group has added sufficient reseller partners to meet our plan and have also been establishing agreements with Managed Service providers and Managed Security Service Providers, who we see as key to opening up new revenue streams. We are also adding to the team a Channel Sales Director to expand the overall indirect sales capability.

· New customers and sectors wins: we were pleased to add customers in 2019 in new sectors such as central government and fleet management services. We expect this growth to continue as PAM becomes mainstream and we can independently sell our PPA and PEM solutions as the first Osirium product into a new customer account.

· Customer retention: 100% of customers were retained in the year, which compares favourably with our SaaS peers highlighting the 'mission-critical' nature of our solution and customer satisfaction.

· Software Evaluations: growing company reputation in the PAM marketplace means that customers are increasingly willing to purchase Osirium solutions without requiring a Proof of Concept (POC). However, in 2019 when POC's were required they resulted in a 100% conversion rate from POC to sale.

The Group also measures and monitors brand recognition and momentum increases in the Osirium name as we continue to build a global brand. Brand recognition includes monitoring Osirium's Search Engine Optimisation Position and quarterly growth in qualified sales leads with a quantified 'call to action'.

 

Consolidated Statement of Comprehensive Income

							Year ended		Year ended
							31-Dec-19		31-Dec-18
					Notes		£		£
CONTINUING OPERATIONS
Revenue							1,171,586		957,461
GROSS PROFIT							1,171,586		957,461
Other operating income							-		6,300
Administrative expenses							(4,571,317)		(3,638,561)
OPERATING LOSS							(3,399,731)		(2,674,800)
Finance costs							(52,197)		(1,125)
Finance income							35		551
LOSS BEFORE TAX							(3,451,893)		(2,675,374)
Income tax credit							622,514		407,606
LOSS FOR THE YEAR  ATTRIBUTABLE TO
THE OWNERS OF OSIRIUM TECHNOLOGIES PLC							(2,829,379)		(2,267,768)
Loss per share from continuing operations							19p		17p
Basic and diluted loss per share							19p		17p

 

Consolidated Statement of Financial Position

										As at		As at
										31-Dec-19		31-Dec-18
							Notes			£		£
ASSETS
NON-CURRENT ASSETS
Intangible assets										2,936,473		2,307,235
Property, plant & equipment										77,534		52,920
Right-to-use assets										110,392		-
CURRENT ASSETS
Trade and other receivables							4			982,369		748,011
Cash and cash equivalents							5			3,854,922		2,386,624
TOTAL CURRENT ASSETS										4,837,291		3,134,635
TOTAL ASSETS										7,961,690		5,494,790
LIABILITIES
CURRENT LIABILITIES
Trade and other payables										1,889,098		1,170,306
Lease liability										33,916
NON-CURRENT LIABILITIES
Deferred tax										-		-
Lease liability										76,973		-
Convertible loan notes										2,345,408	-
TOTAL LIABILITIES										4,345,395		1,170,306
EQUITY
SHARE HOLDERS' EQUITY
Called up share capital										194,956		135,542
Share premium										10,635,500		8,968,554
Share option reserve										337,559		337,559
Convertible note reserve										394,830		-
Merger reserve										4,008,592		4,008,592
Retained earnings										(11,955,142)		(9,125,763)
TOTAL EQUITY ATTRIBUTABLE TO THE
OWNERS OF OSIRIUM TECHNOLOGIES PLC										3,616,295		4,324,484
TOTAL EQUITY AND LIABILITIES										7,961,690		5,494,790

 

Consolidated Statement of Changes in Equity

			Called up																Share
			share			Retained					Share				Merger				option		Total
			capital			earnings					premium				reserve				reserve		equity
			£			£					£				£				£		£
Balance at 1 January 2018			103,944			(6,857,995)					5,008,619				4,008,592				337,559		2,600,719
Changes in Equity
Issue of share capital			31,598			-					4,202,609				-				-		4,234,207
Issue costs			-			-					(242,674)				-				-		(242,674)
Total comprehensive loss			-			(2,267,768)									-				-		(2,267,768)
Balance at 31 December 2018			135,542			(9,125,763)					8,968,554				4,008,592				337,559		4,324,484
Changes in Equity
Issue of share capital			59,414			-					2,020,091				-				-		2,079,505
Issue costs			-			-					(353,145)				-				-		(353,145)
Equity element of loan notes issued				-					-			-				-	394,830			394,830
Total comprehensive loss			-			(2,829,379)					-				-				-		(2,829,379)
Balance at 31 December 2019			194,956			(11,955,142)					10,635,500				4,008,592				337,559		3,616,295

 

Consolidated Statement of Cash Flows

						Year ended			Year ended
						31-Dec-19			31-Dec-18
				Notes		(Audited)			(Audited)
						£			£
Cash flows used in operating activities
Cash generated from operations						(1,517,218)			(1,580,100)
Interest paid						-			(1,125)
Tax received						473,262			407,606
Net cash used in operating activities						(1,045,142)			(1,173,619)
Cash flows used in investing activities
Purchase of intangible fixed assets						(1,773,395)			(1,439,119)
Purchase of tangible fixed assets						(79,428)			(16,533)
Sale of tangible fixed assets						431			-
Interest received						35			551
Net cash used in investing activities						(1,852,357)			(1,455,101)
Cash flows from financing activities
Share issue						2,079,505			3,991,533
Issue of loan notes							2,700,000		-
Shars issue cost							(353,145)		-
Lease payment							(60,563)		-
Net cash from financing activities						4,365,797			3,991,533
Increase in cash and cash equivalents						1,468,298			1,362,813
Cash and cash equivalents at beginning of year						2,386,624			1,023,811
Cash and cash equivalents at end of year						3,854,922			2,386,624

 

Notes

1.  Significant Accounting Policies

The preliminary announcement does not constitute full financial statements.

The results for the year ended 31 December 2019 included in this preliminary announcement are extracted from the audited financial statements for the year ended 31 December 2019 which were approved by the Directors on 15 May 2020. The auditor's report on those financial statements was unqualified and did not include a statement under Section 498(2) or 498(3) of the Companies Act 2006.

The 2019 annual report is expected to be posted to shareholders and included within the investor relations section of our website on 15 May 2020 and will be considered at the Annual General Meeting. The financial statements for the year ended 31 December 2019 have not yet been delivered to the Registrar of Companies.

The auditor's report on the consolidated financial statements of Osirium plc for the period ended 31 December 2018 was unqualified and did not include a statement under Section 498(2) or 498(3) of the Companies Act 2006. The financial statements for the period ended 31 December 2018 have been delivered to the Registrar of Companies.

Basis of Preparation

The financial statements have been prepared on a going concern basis under the historical cost convention, and in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU, the International Financial Reporting Interpretations Committee (IFRIC) interpretations issued by the International Accounting Standards Boards ("IASB") that are effective or issued and early adopted as at the time of preparing these Financial Statements and in accordance with the provisions of the Companies Act 2006.

Basis of Consolidation

The consolidated financial statements incorporate the assets and liabilities of the subsidiary of Osirium Technologies PLC ('company' or 'parent entity') as at 31 December 2019 and the results of the subsidiary for the year then ended. Osirium Technologies PLC and its subsidiary together are referred to in these financial statements as the 'Group'.

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance.

Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Going Concern

As part of their going concern review the Directors have followed the guidelines published by the Financial Reporting Council entitled "Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risks (2016)". The Directors have prepared detailed financial forecasts and cash flows looking beyond 12 months from the date of these Financial Statements. In developing these forecasts the Directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period.

On the basis of the above projections, the Directors are confident that Osirium has sufficient working capital to honour all of its obligations to creditors as and when they fall due. Accordingly, the Directors continue to adopt the going concern basis in preparing the Financial Statements.

Cash reserves were boosted by the fund raise in the year that raised £4.8m net cash in October 2019.

Shares	£1.7 million
Loan	£2.7 million
Total	£4.4 million

At year end the group had cash reserves of £3.9 million cash at bank available to support future business activities.

The Board remains cautious and vigilant in the very short-term as the full impact of COVID-19 on the general economy is not yet known, however we have contingency plans in place and factored this into our planning as best as we can. Given the Group's high level of recurring revenue, strong backlog of contracted future revenue, and software offering that supports mission critical operations, the Board believes the business to be well positioned to withstand this period and has confidence in the Group's ongoing momentum.

New and Amended Standards and Interpretations

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the International Accounting Standards Board ('IASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

The following new standards, amendments or interpretations, effective for the first time for the financial year beginning on or after 1 January 2019 have had the following impact on the Group:

IFRS 16 Leases

The consolidated entity has adopted IFRS 16 from 1 January 2019. The standard replaces IAS 17 'Leases' and for lessees eliminates the classifications of operating leases and finance leases. Except for short-term leases and leases of low-value assets, right-of-use assets and corresponding lease liabilities are recognised in the statement of financial position. Straightline operating lease expense recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and an interest expense on the recognised lease liabilities (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under IFRS 16 will be higher when compared to lease expenses under IAS 17. However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results improve as the operating expense is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows, the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed in financing activities.

In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:

· Accounting for leases with a remaining lease term of 12 months as at 1 January 2019 as short-term leases;

· Excluding any initial direct costs from the measurement of right-of-use assets; and

· Using hindsight in determining the lease term when the contract contains options to extend or terminate the lease; and

· The value of the right of use asset at the transition date has been assessed as equalling the lease liability at that date.

The Group has adopted IFRS 16 'Leases' from 1 January 2019 using the modified retrospective approach and has not restated comparatives for the 2018 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on 1 January 2019.

	Group £
Undiscounted operating lease commitments at 31 December 2018	£186,686
Discounting*	(£27,231)
Lease liabilities at 1 January 2019	£159,455

* Under the modified retrospective transition method, future lease payments at 1 January 2019 were discounted using an incremental borrowing rate representative of the incremental borrowing rate of interest that the Group would have to pay to borrow over a similar term, with a similar security. The weighted average discount rate used at initial application was 7.5%.

The effect of adoption of IFRS 16 as at 1 January 2019 is as follows:

Assets Right of use asset	£159,455
Total assets	£159,455

Liabilities Lease liability	£159,455
Total liabilities	£159,455

2.  Accounting Policies

Revenue Recognition

Revenue represents net invoiced sales of services, excluding value added tax. Sales of software licence subscriptions are recognised over the period of the contract with the deferred income being recognised in the statement of financial position. Sales of one-off installation services are invoiced and recognised fully on completion of the installation.

Contract Assets

Contract assets are recognised when Osirium has transferred goods or services to the customer but where Osirium is yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment purposes.

Functional and Presentational Currency

Items included in the Financial Statements of Osirium are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial information is presented in UK sterling (£), which is the functional and presentational currency of Osirium.

Rounding

The figures in the financial statements of Osirium for the current and preceding year are rounded to nearest whole pound.

Financial Instruments

Financial assets and financial liabilities are recognised in Osirium's statement of financial position when Osirium becomes party to the contractual provisions of the instrument. Financial assets are de-recognised when the contracted rights to the cash flows from the financial asset expire or when the contracted rights to those assets are transferred. Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired.

Financial assets

Trade and Other Receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less the provision for impairment. Appropriate provisions for estimated irrecoverable amounts are recognised in the statement of comprehensive income when there is objective evidence that the assets are impaired. The amount of the provision is the difference between the carrying amount and the present value of estimated future cash flows interest income is recognised by applying the effective interest rate, except for short term receivables when the recognition of interest would be immaterial. Under IFRS 9 for financial instruments, intercompany balances are tested for impairment, since Osirium is currently loss making this suggests that not all of the balance is likely to be repaid, as such the directors feel that an impairment of 25% is a true reflection of this. This will be reviewed on an annual basis by the directors.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand, demand deposits held on call with banks, and other short- term highly liquid investments with original maturities of three months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Cash and cash equivalents are shown in the financial statements as 'cash and cash equivalents'.

Impairment of Financial Assets

Osirium recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon Osirium's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.

Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.

For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance reduces the asset's carrying value with a corresponding expense through profit or loss.

Financial Liabilities and Equity

Trade and Other Payables

Trade payables are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method; this method allocates interest expense over the relevant period by applying the 'effective interest rate' to the carrying amount of the liability.

Borrowings

Borrowings are recognised initially at fair value less transactions costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of borrowings using the effective interest method. 

The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement of financial position, net of transaction costs.

On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an equivalent non-convertible bond and this amount is carried as a non-current liability on the amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the passage of time is recognised as a finance cost. The remainder of the proceeds are allocated to the conversion option that is recognised and included in shareholders equity as a convertible note reserve, net of transaction costs. The carrying amount of the conversion option is not premeasured in the subsequent years. The corresponding interest on convertible notes is expensed to profit or loss.

Equity

Equity instruments issued by Osirium are recognised at fair value on initial recognition net of transaction costs.

Taxation

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. Osirium's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the dates of the Statements of Financial Position.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of the taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that is probable that taxable profits will be available against which is deductible temporary differences can be utilised.

Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit not the accounting profit.

The carrying of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised based on tax laws and rates that have been enacted at the Statement of Financial Position date. Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

Deferred tax assets and liabilities are offset when it is a legally enforceable right to set off the current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and Osirium intends to settle its current tax assets and liabilities on a net basis.

Property, Plant and Equipment

Plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings  - 25% on cost

Computer equipment - 33% on cost

Osirium has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

Internally-generated Development Intangible Assets

An internally-generated development intangible asset arising from Osirium's product development is recognised if, and only if, Osirium can demonstrate all of the following:

· The technical feasibility of completing the intangible asset so that it will be available for us of sale.

· Its intention to complete the intangible asset and use or sell it.

· Its ability to use or sell the intangible asset.

· How the intangible asset will generate probably future economic benefits.

· The availability of adequate technical, financial and other resources to complete the development  and to use or sell the intangible asset.

· Its ability to measure reliably the expenditure attributable to the intangible asset during its development.

Internally-generated development intangible assets are amortised on a straight-line basis over their useful lives. Amortisation commences in the financial year of capitalisation. Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the year in which it is incurred. The amortisation cost is recognised as part of administrative expenses in the statement of comprehensive income.

Development costs  - 20% per annum, straight line

Impairment of Tangible and Intangible Assets

At each statement of financial position date, Osirium reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, Osirium estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash- generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Right of Use Assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where Osirium expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

Lease Liability

The lease liability is initially measured at the present value of the lease payments during the lease term discounted using the interest rate implicit in the lease, or the incremental borrowing rate if the interest rate implicit in the lease cannot be readily determined.  The weighted average lessee's incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 7.5%. The lease term is the non-cancellable period of the lease plus extension periods that the Group is reasonably certain to exercise and termination periods that the Group is reasonably certain not to exercise.

Leases are cancellable when each party has the right to terminate the lease without permission of the other party or incurring more than an insignificant penalty. The lease term includes any rent-free periods.

Subsequent measurement of the lease liability

The lease liability is subsequently increased for a constant periodic rate of interest on the remaining balance of the lease liability and reduced for lease payments.

Interest on the lease liability is recognised in profit or loss, unless interest is directly attributable to qualifying assets, in which case it is capitalised in accordance with the Group's policy on borrowing costs.

Employee Benefit Costs

 Osirium operates a defined contribution pension scheme. Contributions payable to Osirium's pension scheme are charged to the Statement of Comprehensive Income in the year to which they relate.

Share-based Payments

Osirium issues equity-settled share-based payments to certain employees and others under which Osirium receives services as consideration for equity instruments (options) in Osirium. Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date of equity-settled share-based payments is recognised as an expense in Osirium's Statement of Comprehensive Income over the vesting period on a straight-line basis, based on Osirium's estimate of the number of instruments that will eventually vest with a corresponding adjustment to equity. The expected life used in the valuation is adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

Non-vesting and market vesting conditions are taken into account when estimating the fair value of the options at grant date. Service and non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each reporting date. When the options are exercised Osirium issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium.

Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is a responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

Financial Risk Factors

Osirium's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. Osirium's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on Osirium's financial performance. Risk management is carried out by management under policies approved by the directors. The directors provide principles for overall risk management, as well as policies covering specific areas, such as, interest rate risk, non-derivative financial instruments and investment of excess liquidity.

Earnings per Share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Osirium Technologies plc, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Critical Accounting Estimates and Judgements

The preparation of the Financial Statements requires management to make judgements and estimates that affect the reported amounts of assets and liabilities at each statement of financial position date and the reported amounts of revenue during the reporting periods. Actual results could differ from these estimates. The directors consider the key areas to be in respect of intangible assets, impairment of intercompany receivables and the share based payment charge. Information about such judgements and estimations are contained in individual accounting policies (intangible assets, trade and other receivables and share based payment charge respectively).

3.  Segment Information and Revenue

Management information is provided to the chief operating decision maker as a whole. As a result Osirium is a single operating segment. All revenue is derived from the sale of software subscriptions and consultancy services to the customers in the UK.

The Group had two (2018: two) customers that all represented over 10% of total revenue each. The total revenue for these two customers was £385,990 (2018: £339,256) which represents 33% (2018: 35%) of the Group's total income for the year:

Year Ended 31 December 2019	£	%
Customer 1	124,849	11
Customer 2	261,141	22
Total	385,990	33

Year Ended 31 December 2018	£	%
Customer 1	133,660	14
Customer 2	205,596	21
Total	339,256	35

All revenue above is derived from contracts with customers of Osirium.

4.  Trade and Other Receivables

	Group Year Ended 31/12/2019	Group Year Ended 31/12/2018	Company Year Ended 31/12/2019	Company Year Ended 31/12/2018
Current			-	-
Trade receivables	£206,998	£244,642	-	-
Other receivables	£558,465	£408,000	-	-
VAT	£7,070	-	-	-
Prepayments	£209,836	£95,369	£71,277	£5,058
Amounts due from Group undertakings	-	-	£1,925,923	£5,370,303
Total	£982,369	£748,011	£1,997,200	£5,375,361

All trade receivable invoices that make up the balances were invoiced on or after 11 October 2019.

As at 31 December 2019 Osirium had no material receivables past due but not impaired (31 December 2018: £nil).

The directors have made an assessment on the amounts due from group undertakings under IFRS 9 for impairment of financial assets. As Osirium is loss making and the likelihood is that a proportion of the amount due from the group undertakings will not be received, the directors have deemed it prudent to account for an impairment of 75% with this being looked at every 12 months on a continuous basis.

The Directors consider that the carrying value of trade and other receivables approximates their fair value.

Allowance for expected credit losses

The group has assessed the expected credit losses for the year ended 31 December 2019 and concluded that there is no material impairment against trade receivables.

5.  Cash and Cash Equivalents

	Group as at 31/12/2019	Group as at 31/12/2018	Company as at 31/12/2019	Company as at 31/12/2019
Cash and cash equivalents	£3,854,922	£2,386,624	£3,706,558	£2,216,249

The Directors consider that the carrying value of cash and cash equivalents approximates their fair value.

6.  Annual Report and Accounts and Annual General Meeting

The Annual Report and Accounts for the year ended 31 December 2019 will be available to download from the Company's website at www.osirium.com/investors later today, Friday 15 May 2020, and hard copies will be posted to shareholders in compliance with AIM Rule 20 as soon as possible next week.

The Annual General Meeting is scheduled to take place at 11am on 16 June 2020 at the Company's offices at Theale Court, 11-13 High Street, Theale, RG7 5AH. The formal AGM notice is included in the Annual Report and Accounts. In light of the Government's 'Stay at Home Measures' to deal with the COVID-19 pandemic, it is currently envisaged that the AGM will be run as a closed meeting with the minimum number of shareholders present to ensure that the meeting is quorate, and conducted without a presentation or a question and answer session. Unfortunately, under current 'Stay at Home Measures', shareholders or others attempting to attend the AGM in person may not be permitted entry. The Board will continue to keep Government guidance under review and may, if necessary, make further changes to the arrangements for the AGM. Further announcements and information will be provided as required and shareholders should continue to monitor the Company's website at https://osirium.com/investors/ for up-dates.

 

END

 

 

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