TIDMOSI
RNS Number : 9292T
Osirium Technologies PLC
23 March 2023
The information contained within this announcement is deemed by
the Company to constitute inside information for the purposes of
Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations
2019/310.
23 March 2023
Osirium Technologies plc
("Osirium", the "Group" or the "Company")
Final Results
Osirium Technologies plc (AIM: OSI), a leading vendor of
cloud-based cybersecurity and IT automation software, announces its
final results for the year ended 31 December 2022.
Financial highlights
-- Total bookings up 86% at GBP3.00 million (2021: GBP1.61
million) reflecting the success of the Group's continued
customer acquisition strategy, alongside larger average
contract values
-- Annual Recurring Revenue ("ARR") for SaaS contracts up
28% to GBP1.86 million in December 2022 (December 2021
ARR: GBP1.45 million)
-- Total recognised revenue up 31% at GBP1.92 million (2021:
GBP1.47 million)
-- Deferred revenue up 66% to GBP2.72 million (2021 GBP1.64
million)
-- Operating loss of GBP3.36 million (2021: GBP3.23 million)
-- Cash balances and debtors at 31 December 2022 of GBP1.22
million (31 December 2021: GBP0.71 million), and cash
and debtors at 28 February 2023 of GBP0.70 million
Operational highlights
-- Customer base increased by 46%, representing further
opportunity for up-selling and cross-selling through
the pursuit of the Group's proven land-and-expand strategy.
o Over 70% of existing customers increased their range
of services or number of licenses from us during the
financial year
-- Customer renewal rate continued to be strong at 96% (2021:
95%)
-- Average initial contract value for new customers increased
by 93% over the course of the year as the Group focuses
on larger and multi-year deals
-- New customers signed across a range of sectors and geographies
including notable wins in higher education, healthcare
and financial services and the Group's first contract
signed in the US
-- Privileged Process Automation ("PPA") and Privileged
Endpoint Management ("PEM") now contributing materially
to bookings growth alongside Privileged Access Management
("PAM"), with the first standalone deals for both PPA
and PEM being signed in the year
-- Continued innovation in the Group's product suite to
ensure Osirium's products deliver tangible return on
investment for customers
Post-period highlights
-- Bookings and pipeline growth momentum continues to date
as customer purchasing patterns normalise
-- Maintained customer acquisition into the new year, with
continued strong prospects across the Group's target
sectors
-- Market awareness and demand remains strong across the
Group's product suite, including PPA and PEM, reinforced
by increasing recommendations for privileged security
protection by governing bodies and heightened cybersecurity
insurance requirements
-- The Group's transition to a partner first strategy is
enabling swifter pace of customer acquisition and access
into new sectors and geographies
Stuart McGregor, CEO of Osirium, commented:
"It has been another year of significant progress for Osirium in
which we have achieved record levels in bookings and revenue and
further grown our customer base while also taking substantial steps
to reach cash breakeven and beyond.
"The market demand for privileged security continues to
strengthen, with businesses recognising privileged security as an
essential component of cybersecurity despite turbulent
macroeconomic conditions. This is reflected in the healthy levels
of product and license expansion from existing customers in 2022,
reinforced by the emergence of PPA and PEM as standalone products
during the period.
"We have started the new year with a refocused sales strategy
and a partner first sales approach, through which we expect to see
increased interest across a wider range of sectors and geographies.
As privileged security continues to rise up the agenda of IT
professionals globally, we are excited for the future and the
continued growth of the business."
Contacts
Osirium Technologies plc Tel: +44 (0)1183 242 444
Stuart McGregor, CEO
Rupert Hutton, CFO
Allenby Capital Limited (Nominated adviser and broker) Tel: +44 (0)20 3328 5656
James Reeve / George Payne (Corporate Finance)
Tony Quirke (Sales and Corporate Broking)
Alma PR (Financial PR adviser) Tel: +44 (0)20 3405 0205
Hilary Buchanan osirium@almapr.co.uk
Kieran Breheny
Will Ellis Hancock
About Osirium
Osirium Technologies plc (AIM: OSI) is a leading UK-based
cybersecurity software vendor delivering Privileged Access
Management (PAM), Privileged Endpoint Management (PEM) and
Privileged Process Automation (PPA) that are uniquely simple to
deploy and maintain.
With privileged credentials involved in over 80% of security
breaches, customers rely on Osirium PAM's innovative technology to
secure their critical infrastructure by controlling 3(rd) party
access, protecting against insider threats, and demonstrating
rigorous compliance. Osirium Automation delivers time and cost
savings by automating complex, multi-system processes securely,
allowing them to be delegated to Help Desk engineers or end-users
freeing specialist IT resources. The Osirium PEM solution balances
security and productivity by removing risky local administrator
rights from users while at the same time allowing escalated
privileges for specific applications.
Founded in 2008 with its headquarters in Reading, UK, the Group
was admitted to trading on AIM in April 2016.
For further information, please visit www.osirium.com .
Chairman and Chief Executive's Statement
Overview
FY22 was a significant year of operational and financial
progress for Osirium as it achieved strategic milestones that
enabled the Group to further establish itself as a leading
mid-market provider of privileged security. The Group reports its
greatest full year bookings total of GBP3.0 million, with revenue
and deferred revenue also at record levels.
A particular highlight of FY22 is that Osirium increased its new
customer average initial contract value by 93% over the course of
the year. At a time when businesses are paying closer attention to
costs, we believe this demonstrates the increasing priority
organisations are placing on securing their IT infrastructure. This
growth came alongside the continued expansion of Osirium's customer
base which drove a 28% increase in Group Annual Recurring Revenue
("ARR") to GBP1.86 million, enhancing the Group's forward
visibility.
With our three products forming the foundations of our
privileged security suite, we continue to focus our product
development efforts on strengthening our rapid deployment, ease of
management, simplicity of use, and patentable innovation.
We have observed a considerable growth in demand for our
Privileged Process Automation ("PPA") and Privileged Endpoint
Management ("PEM") products, in the form of both standalone sales
to new customers and as add-ons to existing Privileged Access
Management ("PAM") contracts. The Group achieved two key milestones
this year with our first customer using all three products and our
first customer joining the platform with a PEM-only contract,
demonstrating the growing strength of each product offering on a
standalone basis.
FY22 saw our shift to a channel-first focused sales strategy,
with our easy to use and rapidly deployable solutions proving
highly marketable and popular with our channel sales partners. This
growing sales channel has been an enabler, opening doors and
winning contracts for us in new geographies, with our first
contract wins in the US a particular highlight.
Driving our progress is a market increasingly in demand for
privileged security solutions. As geopolitical instability and the
further spread of malware has increased the threats businesses are
facing, these cyberattacks have not targeted only one sector; we
are aware of a growing trend towards more targeted attacks on small
to medium size businesses.
We successfully completed two fundraises in the year and with
Stuart McGregor appointed as our new Chief Executive Officer on 1
January 2023, the Group is focused on managing costs and building
on the momentum seen in the past 12 months to capitalise on the
clear market opportunity and reduce the timeframe to breakeven. We
are focused on our goal of achieving cashflow breakeven by H2 2024
and have now implemented all the cost savings identified at the
time of December's fundraise.
The significant operational and financial progress made during
2022 means the Group is now positioned more competitively to target
new customer wins and expansions with existing customers and we
would like to thank all of our staff for their hard work during the
year to help achieve this.
Results
The Group's total bookings and revenue for the period was GBP3.0
million (2021: GBP1.61 million) and GBP1.92 million (2021: GBP1.47
million) respectively, in line with its recently upgraded market
expectations. Deferred revenue as at 31 December 2022 was GBP2.72
million. Osirium's ARR for December 2022 was GBP1.86 million, up
28% over the prior year (December 2021: GBP1.45 million).
Cash balances as at 31 December 2022 was GBP1.08 million. The
Group's loss before tax for the period was GBP3.59 million (2021:
GBP3.43 million).
Osirium continues to invest in R&D for direct staff and
contractor costs, spending GBP1.96 million (2021: GBP1.85 million)
in 2022 across direct staff and contractor costs for research and
development. This expenditure covers enhancements to Osirium's
product suite across a range of projects, including to its user
experience and security. The Group continues to invest in R&D
with a view to ensuring its products remain a highly secure and
compelling offering for customers.
Business model
Osirium's revenue model is built around its software
subscriptions, with its licensing models adapted to best suit
regional and customer needs. We frequently hear throughout the
sales cycle that this simple licencing model is reassuring to
prospects, who are often overwhelmed or confused when purchasing IT
software and this acts as a key differentiator between us and other
players in the market.
The Group's PAM product is charged per device being protected,
whereas the PPA product is charged per user and number of
transactions when integrated with a customers' infrastructure, and
our PEM product charged is per protected endpoint. Osirium's
service revenue comes both from new customers setting out on their
initial Osirium deployments and existing customers growing and
expanding their use of its software solutions. From the end of 2021
and throughout 2022, the Group saw increasing automation add-on
sales to its PAM customers, and this progress has been seen with
its PEM product as well.
The Group's innovative sales packages of software subscriptions,
production support and implementation services in Osirium's PAM and
PPA solutions have continued to provide a means of targeting
sector-specific opportunities into 2022, particularly within
healthcare and education. These packages enable new customers to
acquire Osirium PAM or PPA for a small team, establishing a base
for future add-on sales and license expansions.
Our marketing strategy in 2023 will continue to focus on digital
and in-person marketing to drive up the volume and quality of new
customer leads. There will be an increased focus on joint marketing
activities with sales partners, reinforcing the "channel-first"
approach.
Market - giving customers confidence in their IT
The market for privileged security has continued to mature, in
line with the increasing awareness of and requirement for these
services globally. In the US and UK particularly, corporate cyber
insurance policies increasingly demand privileged access security
within a cybersecurity stack as a prerequisite before any insurance
policy is brokered with an organisation. For cyber insurance
customers, strong privileged access security is also a means to
reduce increasing costs of coverage. As a result, privileged
security is increasingly rising to the top of the priority list for
IT professionals. In July 2022, a new PAM contract was announced,
worth c. GBP140,000 for a three-year subscription to provide
protection for 1,000 devices at a UK university. The University
selected our PAM solution to address requirements for improved
security for IT system access, as this was a key requirement of its
cybersecurity insurance provider.
Market indications are that hybrid or fully remote working is
now a permanent change for most organisations. As the transition of
IT systems to the cloud continues and the advent of the 'modern
desktop' forces a need for on-premise and remote privileged
security, our PAM, PPA and PEM products remain key aspects of a
modern cybersecurity in view of the aforementioned insurance
requirements.
Ransomware continues to be the predominant threat for IT
departments. A 2022 joint report co-authored by the National Cyber
Security Centre suggests ransomware is the largest cyber threat
facing the United Kingdom, with businesses of all sizes across the
globe being targeted as threat actors shift their focus away from
high-value organisations and those which provide critical
services.
Growth strategy
The Group's growth strategy is centred around these core
differentiators: innovation, customer focus and market
expansion.
Commitment to innovation - unlocking incremental value
creation
The Group continues to make investments into its product suite
as part of its strategy, ensuring its offerings remain a
cutting-edge option for organisations looking to address their
Privileged Access Security needs. Our overarching ambition is to
produce best in class, easy to use products, that clearly
differentiate us from competitors and are quick to deploy at
scale.
We saw an increase in the number of contract wins or extensions
where PPA and PEM products were bought alongside PAM, with our
innovations in our product suite resulting in increased spend from
existing customers.
10% of our customers now have more than one Osirium product
under contract and this year saw our first customer win where the
PPA order was significantly larger than the PAM element. As
reported in March 2022, this contract with the Midlands and
Lancashire Commissioning Support Unit, an NHS customer, reflected
our increasing success in marketing our PPA and PEM solutions as
primary or standalone products. We also saw our first standalone
PEM contract win with a global imaging brand, highlighting the
increasing interest in our products both individually or as part of
a wider package.
An additional core focus during the period has been improvements
to PPA, the Group's platform for automating essential IT processes.
We have expanded on the work done in FY21 this year by developing
our Automation playbooks, so they are now able to enforce Multi
Factor Authentication (MFA) around steps within a task. Tasks can
now be delegated to select users as well as groups, further
improving flexibility of secure deployments across a business. We
have also improved the reporting capabilities of the PPA product,
allowing for deeper insights and actionable data points based on
usage of Automation.
Investments into PEM, our solution for Privileged Endpoint
Management which allows customers to increase productivity while
simultaneously increasing security, have also continued. We have
developed native support capability for Azure AD managed
workstations, meaning PEM is available in the Azure Marketplace.
This creates a new, direct to customer sales channel for us and
readies us to service a growing market as the global transition to
cloud computing continues.
Customer focus - providing foundations for land-and-expand
opportunity
A core tenet of Osirium's strategy is to ensure excellent levels
of customer support in tandem with the ease of implementation of
its platform. Our 24/7 UK based support service ensures clients
have immediate access to support, around the clock, directly
enhancing the stickiness of our products. During the year, the
Group achieved a 96% customer SaaS contract retention rate by
customer value.
The Osirium Customer Network continued in 2022. This forum
provides important feedback into the Company for future development
but also helps customers ensure they are making the most of their
investment.
In 2022, TalkTalk, the UK provider of telephony and broadband
services, expanded its existing contract to now include PPA and PEM
licences alongside an extension to their existing PAM contract.
This renewal represented a significant step for the business, with
TalkTalk being our first to utilise all three Osirium privileged
security products. TalkTalk has highlighted that it was easier to
use Osirium as a one stop shop for all privileged security
services, representing a clear example of how our customer focus
combined with the effectiveness of our products and sales partners
facilitates our land and expand growth strategy.
Market expansion - opening new opportunities for growth through
direct and partner channels
Osirium continued its customer acquisition through wins in its
target sectors of healthcare, higher education, financial services
as well as new areas such as food manufacturing. In particular,
higher education and healthcare continue to be sources of growth
for the Group with further wins with the NHS and universities
throughout the year, not only by upselling to existing customers
but by adding new customers through reference and
recommendation.
Sales to new customers are driven by the Group's channel partner
network alongside its own sales team. Throughout the year we
transitioned further towards a "partner first" sales strategy,
which means we are increasingly directing leads generated
internally towards our partners to act as transaction vehicles for
sales in resellers local geographies.
As a result of our excellent customer service levels and
best-in-class product offering, we maintain strong relationships
with existing customers who are frequently willing to act as
reference points when contacted by potential customers from the
same sector.
Partner and reseller network expansion
We collaborate with our global network of partners to provide
them with the tools and knowledge necessary to sell our products
into their local networks. This approach provides Osirium with a
broad reach beyond its direct sales arm via a collection of
experienced sales professionals across five continents. Over the
course of the year, we have continued to fortify our partner and
reseller network globally.
The Group's network of distributors enables us to transact via
their portfolio of partners, avoiding the signatory process
associated with direct sales, which saves time and represents a
more efficient way to group our reach. Notable successes from our
network in the year include our first contract win in the US, a
landmark for the Group, via Prianto, a UK based software
distribution firm. The network also achieved our first contract
wins in Africa and Asia, as well as first wins in countries such as
Austria, Turkey, Malta and Finland. With our "partner first"
strategy in place, we are expecting the acceleration of customer
acquisition via this network through FY23 and beyond.
Direct
Our direct sales team is now focused on working in tandem with
our sales partners, in line with our partner first approach. Our
direct sales team maintains its strong relationships with customers
and, for example, was instrumental in securing a three-year, c.
GBP0.5 million PAM licence extension with a leading global asset
manager. This customer also extended the use of our PPA solution
for a further 12 months and since they first adopted the PPA
solution in 2019, the user licence number has increased from 40 to
over 75.
People
We would like to thank all our staff for their support during
the year for their continued hard work. While Osirium is not immune
to the wider pressures on technology firms from wage inflation and
staff churn, we are pleased to have retained the core of our teams
across our technology department while evolving our commercial
team.
In line with our partner first sales strategy and cost saving
initiatives brought in by the new management team, this year saw a
streamlining of our direct sales processes and the complete
alignment of objectives across all teams and staff. Our commercial
team is now a more efficient unit, with closer communications with
our partners and prospects helping to drive improved collaboration
with our product and support teams. This has created an effective
all-round relationship with our customers and provides them an
excellent continuity of service moving forwards.
As reported initially in November 2022, in order to align the
management team with the Group's strategy of driving top line
growth, Stuart McGregor was appointed as Chief Executive Officer
and as a member of the Board of Directors, effective 1 January
2023.
In tandem, previous Chief Executive Officer David Guyatt assumed
the position of Executive Chairman in a part-time capacity while
the Group's Chairman Simon Lee stood down to take on the role of
Senior Independent Non-Executive Director. As part of these
changes, as of 1 January 2023, Steve Purdham has stepped down from
the Board. We would like to thank Steve for his contribution to
Osirium and we wish him all the best.
Current trading and outlook
Entering the new financial year, the Group has continued its
focus on growing its customer base as well as achieving license
expansions with customers through up-selling and cross-selling and
the Group is pleased to have achieved a mix of additional up-sell
contract wins from its expanded base of customers. The average
contract value for new customers remains strong, and the Group is
seeing increasing opportunities for multi-year engagements.
In markets where knowledge of privileged security is maturing,
we are seeing shorter, more focused sales cycles where the customer
already understands its objectives and is looking for
differentiators that align to its resources, budgets and
timescales. This is ideal for Osirium as it makes our sales cycles
more efficient and has created opportunities early in the year to
win new customers and expand on existing contracts.
The existing regulatory drivers and cyber insurance requirements
are continuing to ensure cyber security remains a high priority
part of overall IT budgets, with IBM's Cost of a Data Breach 2022
report estimating the global average total cost of a data breach to
be $4.35 million.
Within this trend, organisations are also rationalising budgets
and technology stacks, with the demand for good value and easy to
deploy products representing another positive driver for Osirium.
In particular, the Group has seen a number of contract wins,
upsells and renewals with healthcare and public sector
organisations in 2023 to date, as those organisations look to
finalise their year-end spend and in line with the heightened
awareness of cybersecurity threats posed to critical
infrastructure.
Osirium's sector agnostic product suite, ability to lead with
any of its three products, and well-developed global sales network
mean it is well-positioned in a fast-growing market. While
cognisant of wider macroeconomic conditions, we affirm our focus
around reducing the timeframe to the Company becoming cashflow
breakeven.
Financial Review
Overview
The Group has materially grown its customer base, revenue,
Annual Recurring Revenue ("ARR") and bookings during the period,
demonstrating greater customer engagement. Bookings and ARR
represent the key financial measures for the Group and demonstrate
the Company's progress in the period under review. Bookings for the
12 months ended 31 December 2022, represented by total invoiced
sales for annual subscriptions, were GBP3.00 million, an increase
from GBP1.61 million over the previous year. The headline bookings
total reflected an increase of over 47% in total customer numbers
to 150. ARR for December 2022 was GBP1.86 million, an increase of
28% over the past 12 months (December 2021: GBP1.45 million). The
Group's revenue recognition policy recognises revenue in equal
annual instalments over the course of multi-year contracts. Revenue
for the year was GBP1.92 million, an increase from GBP1.45 million
over the previous year.
Operating loss before tax for the Group was GBP3.36 million,
increased from the loss of GBP3.23 million for the year to 31
December 2021. The losses of the Group have increased slightly due
to expenditure levels returning to a more normal level. The main
expenditure of the business reflects the significant investment in
headcount and activity levels in the business's sales, pre-sales,
marketing and engineering departments, building momentum during
2022, continuing in 2023.
Revenue Analysis
Revenue for the 12 months ended 31 December 2022 was GBP1.92
million (2021: GBP1.45 million). The Group's total customer count
increased by 45 for the year ended 31 December 2022, up by over 47%
compared to 2021. This customer growth reflects the growing sales
momentum experienced by the business as the Group broadens its
customer base. The demand for our PAM, PPA and PEM solutions all
continues to increase.
The Company's deferred revenues as at 31 December 2022 were
GBP2.72 million, compared with deferred revenues at the end of
December 2021 of GBP1.61 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, resulting in a research and development tax credit of
GBP640,860 being claimed in respect of the year to 31 December
2022, compared with GBP594,562 for the previous year to 31 December
2021. The relief illustrates the consistent investment made in the
Group's innovative cybersecurity product and its pioneering
qualities that is expected to continue going forwards.
Loss per Share
Loss per share for the year on both a basic and fully diluted
basis was 6p. In the prior year, the basic and diluted loss per
share was 11p.
Results and Dividend
The Directors are unable to recommend the payment of a final
dividend (2021: GBPnil).
Research and Development & Capital Expenditure
The Group spent GBP1.96 million (2021: GBP1.85 million) on
direct staff and contractor costs for research and development, all
of which was capitalised in both periods. This expenditure pertains
to developing the Group's new and enhanced software offerings. The
Group continues to invest in new product development and the
continual modification and improvement of its current product base
to meet technological advances, customer requirements, and
ever-expanding new market requirements of the rapidly evolving
cybersecurity market.
Future Developments
The Group has undertaken a strategy to extend its activities to
provide a full range of Privileged Access Security solutions.
Alongside accelerating the expansion into new geographies and
industry sectors, the Group will continue to invest in developing
innovative and differentiated solutions for its growing customer
base.
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 this Annual Report. In
developing these forecasts, the Directors have made assumptions
based on their view of the current and future economic conditions
that will prevail over the forecast period.
The Group incurred a loss of GBP2.94 million in the year ended
31 December 2022 and had net current liabilities of GBP1.36 million
at that date. The Group's cash and cash equivalents increased by
GBP0.7 million in the same period. Cash and cash equivalents at 31
December 2022 were GBP1.1 million.
In its assessment, the Board has included consideration of the
potential ongoing impact of the war in Ukraine and the associated
volatile economic conditions domestically and internationally,
including rising inflation, fluctuations in foreign exchange and
interest rates, and unease in global stock markets. The Board has
worked this into the financial assessment of the Group. Trading
conditions started to normalise in the year ended 31 December 2022.
This level of enhanced bookings has carried through to the start of
the financial year, with a strong start to the new year. This early
trading momentum increased the number of customers further, and a
strong pipeline of new business supports the Board's business
forecasts and underlines their confidence in the Group's ongoing
momentum.
As reported on 22 November 2022, the Board identified a further
GBP1.00 million of annualised cost saving measures which have been
implemented effective from 1 January 2023. The Directors consider
these cost savings will contribute towards shortening the timeframe
by which the Company will become cash flow break-even.
Coupled with 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. The Directors
consider it appropriate to continue to adopt the going concern
basis in preparing the Financial Statements. Accordingly, the
financial statements do not include any adjustments required if the
going concern basis of preparation was deemed inappropriate.
However, if the Group is unable to deliver the anticipated order
book and revenue growth, during the going concern period, it would
give rise to a material uncertainty which may cast significant
doubt about the Group's ability to continue as a going concern.
Cash Flow
The Group's cash balances at 31 December were GBP1.08
million
(2021: GBP0.38 million).
Cash generated from operations for the period was GBP0.46
million (2021: cash used in operations GBP1.10 million).
Rupert Hutton, CFO
Consolidated Statement of Comprehensive Income
Year ended Year ended
31-Dec-22 31-Dec-21
Notes GBP GBP
OPERATIONS
Revenue 1,922,860 1,474,504
------------ ------------
GROSS PROFIT 1,922,860 1,474,504
Other operating income 2 13
Administrative expenses (5,279,002) (4,705,350)
------------ ------------
OPERATING LOSS (3,356,140) (3,230,833)
Net finance costs (229,701) (197,030)
------------ ------------
LOSS BEFORE TAX (3,585,841) (3,427,863)
Taxation 640,860 594,562
LOSS FOR THE YEAR ATTRIBUTABLE
TO
THE OWNERS OF OSIRIUM TECHNOLOGIES
PLC (2,944,981) (2,833,301)
============ ============
Basic and diluted loss per
share (6)p (11)p
Consolidated Statement of Financial Position
As at As at
31-Dec-22 31-Dec-21
Notes GBP GBP
ASSETS
NON-CURRENT ASSETS
Intangible assets 3,752,102 3,557,310
Property, plant & equipment 54,848 79,588
Right-of-use assets 199,384 12,266
------------- -------------
Total non-current Assets 4,006,334 3,649,164
------------- -------------
CURRENT ASSETS
Trade and other receivables 4 906,698 1,082,260
Cash and cash equivalents 5 1,081,135 383,854
------------- -------------
Total current assets 1,987,833 1,466,114
------------- -------------
TOTAL ASSETS 5,994,167 5,115,278
============= =============
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 3,307,313 2,158,450
Lease liability 45,216 15,765
------------- -------------
Total current liabilities 3,352,529 2,174,215
------------- -------------
NON-CURRENT LIABILITIES
Deferred tax - -
Lease liability 194,660 -
Convertible loan notes 2,926,134 2,708,886
------------- -------------
Total non-current liabilities 3,120,794 2,708,886
------------- -------------
TOTAL LIABILITIES 6,473,323 4,883,101
------------- -------------
EQUITY
SHAREHOLDERS EQUITY
Called up share capital 1,225,487 293,820
Share premium 13,750,312 12,462,319
Share option reserve 379,523 365,535
Merger reserve 4,008,592 4,008,592
Convertible note reserve 394,830 394,830
Retained earnings (20,237,900) (17,292,919)
------------- -------------
TOTAL EQUITY ATTRIBUTABLE
TO THE
OWNERS OF OSIRIUM TECHNOLOGIES
PLC (479,156) 232,177
------------- -------------
TOTAL EQUITY AND LIABILITIES 5,994,167 5,115,278
============= =============
Consolidated Statement of Changes in Equity
Called
up Share Convertible
share Share Merger option note Retained Total
capital premium reserve reserve reserve earnings equity
GBP GBP GBP GBP GBP GBP GBP
Balance at
1 January 2021 194,956 10,635,500 4,008,592 351,547 394,830 (14,459,618) 1,125,807
Changes in
Equity
Total
comprehensive
loss - - - - - (2,833,301) (2,833,301)
Issue of share
capital 98,864 2,076,135 - - - - 2,174,999
Issue costs - (249,316) - - - - (249,316)
Share option
charge - - - 13,988 - - 13,988
---------- ----------- ---------- -------- ------------ ------------- ------------
Balance at
31 December
2021 293,820 12,462,319 4,008,592 365,535 394,830 (17,292,919) 232,177
---------- ----------- ---------- -------- ------------ ------------- ------------
Changes in
Equity
Total
comprehensive
loss - - - - - (2,944,981) (2,944,981)
Issue of share
capital 931,667 1,599,833 - - - - 2,531,500
Issue costs - (311,840) - - - - (311,840)
Share option
charge - - - 13,988 - - 13,988
---------- ----------- ---------- -------- ------------ ------------- ------------
Balance at
31 December
2022 1,225,487 - 13,750,312 - 4,008,592 379,523 - 394,830 - (20,237,900) (479,156)
========== =========== ========== ======== ============ ============= ============
Consolidated Statement of Cash Flows & Reconciliation of Net
Debt
Year ended Year ended
31-Dec-22 31-Dec-21
Notes
GBP GBP
Cash flows used in operating
activities
Cash used in operations (138,715) (1,695,291)
Tax received 603,232 591,436
------------ ------------
Net cash generated from/(used
in) operating activities 464,517 (1,103,855)
------------ ------------
Cash flows used in investing
activities
Purchase of intangible fixed
assets (1,960,912) (1,837,104)
Purchase of property, plant
and equipment (15,338) (37,469)
Sale of property, plant and
equipment - 208
Interest received - -
------------ ------------
Net cash used in investing activities (1,976,250) (1,874,365)
------------ ------------
Cash flows from financing activities
Share issue 2,531,500 2,174,999
Share issue costs (311,840) (249,316)
Payment of lease liabilities
(net of interest) (25,392) (60,731)
Allocation of loan note interest 14,746 14,746
------------ ------------
Net cash from financing activities 2,209,014 1,879,698
------------ ------------
Increase/(decrease) in cash
and cash equivalents 697,281 (1,098,522)
Cash and cash equivalents at
beginning of year 383,854 1,482,376
------------ ------------
Cash and cash equivalents at
end of year 1,081,135 383,854
============ ============
Analysis of changes in
net liabilities
Cash
As At flows Non cash As at
01-Jan-22 movements 31-Dec-22
Cash and cash equivalents GBP GBP GBP GBP
Cash 383,854 697,281 - 1,081,134
========== ========= ========== ==========
Borrowings
Lease Liability 15,765 (25,392) 249,503 239,876
Loan notes 2,708,886 - 217,247 2,926,133
---------- --------- ---------- ----------
2,724,651 (25,392) 466,750 3,166,009
========== ========= ========== ==========
Notes to the Financial Statements
Osirium Technologies PLC is a company incorporated in the United
Kingdom under the Companies Act 2006 and listed on the AIM Market.
The address of the registered office is One Central Square,
Cardiff, CF10 1FS.
1. Significant Accounting Policies
Osirium Technologies PLC is a company incorporated in the United
Kingdom under the Companies Act 2006 and listed on the AIM Market.
The address of the registered office is One Central Square,
Cardiff, CF10 1FS.
Basis of Preparation
The financial statements have been prepared on a going concern
basis under the historical cost convention, and in accordance with
UK-adopted International Accounting Standards 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 2022 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.
The Group incurred a loss of GBP2.94 million in the year ended
31 December 2022 and had net current liabilities of GBP1.36 million
at that date. The Group's cash and cash equivalents increased by
GBP0.70 million in the same period.
Cash and cash equivalents at 31 December 2022 were GBP1.08
million.
In its assessment, the Board has included consideration of the
potential ongoing impact of the war in Ukraine and the associated
volatile economic conditions domestically and internationally,
including rising inflation, fluctuations in foreign exchange and
interest rates, and unease in global stock markets. The Board has
worked this into the financial assessment of the Group. Trading
conditions started to normalise in the latter part of the year
ended 31 December 2022. This level of enhanced bookings has carried
through to the start of the new financial year, with a positive
start to the year. This early trading momentum increased the number
of customers further, and a strong pipeline of new business
supports the Board's business forecasts and underlines their
confidence in the Group's ongoing momentum.
Coupled with 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. The Directors
consider it appropriate to continue to adopt the going concern
basis in preparing the Financial Statements. Accordingly, the
financial statements do not include any adjustments required if the
going concern basis of preparation was deemed inappropriate.
However, if the Group is unable to deliver the anticipated order
book and revenue growth, and raise additional capital during the
going concern period, it would give rise to a material uncertainty
which may cast significant doubt about the Group's ability to
continue as a going concern. This additional funding is not
guaranteed, however to date the Group has been successful in
securing funding when required.
New and Amended Standards and Interpretations
There are no new standards or amendments to standards adopted
with effect from 1 January 2022, or effective in future accounting
periods, which had or are expected to have a material impact on the
Group and Company financial statements.
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 and Liabilities
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. Contract
liabilities are recognised when Osirium receive payment in advance
of satisfaction of its performance obligations. Contract
liabilities are included as financial liabilities in deferred
income.
Rounding
The figures in the financial statements of Osirium for the
current and preceding year are rounded to nearest whole pound.
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 (GBP), which is
the functional and presentational currency of Osirium.
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. The directors have made an assessment on the amounts
due from group undertakings under IFRS 9 for impairment of
financial assets
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 nonconvertible 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 date of the Statement
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 use 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 probable 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 re-measurement
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 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 principals 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 or
loss 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 the valuation
of intangible assets and impairment of intercompany receivables.
Information about such judgements and estimations are contained in
individual accounting policies and trade and other receivables
(Note 4).
IFRS 16 Leases
Right-of-use assets and corresponding lease liabilities are
recognised in the statements of financial position. Straight line
operating lease expense recognition is replaced with a depreciation
charge for the right-of-us assets (included in operating costs) and
an interest expense on the recognised lease liabilities (included
within finance costs). 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
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,
and is recognised over time.
The Group had one (2021: one) customer that represented over 10%
of total revenue. The total revenue for this customer was
GBP239,488 (2021: GBP206,807) which represents 12% (2021: 14%) of
the Group's total income for the year.
4. Trade and Other Receivables
Group
As at As at
31-Dec-22 31-Dec-21
GBP GBP
Current:
Trade receivables 143,052 329,965
Other receivables 632,190 594,562
Prepayments 131,456 157,733
Amounts due from group
undertakings - -
906,698 1,082,260
As at 31 December 2022 Osirium had no material receivables past
due but not impaired (31 December 2021: GBPnil).
The directors have made an assessment on the amounts due from
group undertakings under IFRS 9 for impairment of financial assets,
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 on Trade Receivables
The group has assessed the expected credit losses for the year
ended 31 December 2022 and concluded that there is no material
impairment against trade receivables.
5. Cash and Cash Equivalents
Group
As at As at
31-Dec-22 31-Dec-21
GBP GBP
Cash and cash
equivalents 1,081,135 383,854
The Directors consider that the carrying value of cash and cash
equivalents approximates their fair value.
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