Darktrace Regulatory News (DARK)

7 March 2024

Darktrace plc

Results for the Six Months Ended 31 December 2023

2nd quarter rebound following significant 1st quarter GTM changes delivers strong 1H financial performance

27.4% year-over-year revenue growth

24.4% year-over-year ARR growth

Confirming FY 2024 ARR expectations; increasing FY 2024 revenue and margin expectations

Darktrace plc (DARK.L) (together with its subsidiaries, "Darktrace" or "the Group") a global leader in cyber security AI, today provides its results for the six months ended 31 December 2023.

1H FY 2024 Highlights

Darktrace delivered continued high revenue and constant currency ARR growth in the period, supporting growth across all its earnings measures. This growth was achieved amidst a stabilised macro-economic environment, and reflects a second quarter rebound from the temporary impacts of significant changes made across Darktrace's Go-to-Market (GTM) organisation in the first quarter.

Darktrace's performance track in the first half of FY 2024 supports what it believes is a change in trajectory following a period of transformation and stabilisation, moving to Net constant currency ARR added growth in its second half. Further, with sales performance for the first two months of 2H FY 2024 being as expected, Darktrace is reiterating the FY 2024 guidance for ARR and Net ARR added provided in its 11 January 2024 1H FY 2024 trading update. Darktrace is also increasing its expectations for Revenue and Adjusted EBITDA margin, reflecting realised and expected improvements to its FY 2024 financial and operating profile. 

Financial Highlights

See: "Key Performance Indicators (KPIs)" below for the meanings of non-IFRS measures and other key performance indicators.

1 At the start of FY 2024, Darktrace changed its definition of Adjusted EBITDA to treat all amortisation of commissions as though they were cash costs. On this basis, Adjusted EBITDA is the Group's earnings before interest, taxation, depreciation and amortisation, adjusted to include appliance depreciation attributed to cost of sales and amortisation of capitalised commissions, and adjusted to remove uncapitalised share-based payment charges and related employer tax charges, as well as certain one-off charges including the impairment of right-of-use assets. Prior year comparatives have been recast under this definition; see below for further details on definition and reconciliation.

· Resilient business model, underpinned by multi-year contracts and a flexible cost structure, supported continued revenue growth and improvements in all earnings measures.

· Strong year-over-year revenue growth across all geographic markets and customer sizes.

· Gross margin broadly stable on prior period reflecting consistent contract economics.

· Adjusted EBIT margin improvement of 9.0 percentage points over the prior period to 21.5%, reflecting continued scale efficiencies, ongoing discretionary cost management and, year-over-year, a more favourable foreign exchange environment.

· Adjusted EBITDA margin improvement of 8.2 percentage points over the prior period to 25.6%, similarly reflecting scale efficiencies and ongoing cost management, but also a decline, as a percent of revenue, in the adjusted depreciation and amortisation added back.

· Period-over-period decreases in both S&M and G&A as a percentage of revenue, though underlying trends partially distorted by certain Customer Success Manager (CSM) and Channel Partner costs previously in G&A now being attributed to S&M, reflecting changes to roles and responsibilities at the start of FY 2024 (see Financial Review - Income Statement Analysis section for details).

· 15.3% period-over-period increase in R&D cash employment costs, largely offset by a decrease in share-based payments and related employer tax charges to more normalised levels.

· Net cash inflows from operating activities increased by $38.5 million from the prior period to $65.6 million. The movement in cash inflows was primarily driven by the $51.9 million increase in period-over-period Net profit, partially offset by a $16.8 million decline in net working capital, reflecting in part the move to monthly commission payments for FY 2024 onwards, from quarterly commission payments in prior periods.

Operating Performance

See "Key Performance Indicators (KPIs)" below for the meanings of non-IFRS measures and other key performance indicators.

*At constant currency rates established at the start of each year. For FY 2024, constant currency rates are 1.26818 and 1.09082 for the British Pound and the Euro, respectively.

1 At 31 December 2023, USD ARR (at exchange rates in effect at the reporting date) for 1H FY 2024 is $705.8 million, representing year-over-year growth of 26.3%.

· 24.4% year-over-year growth in constant currency ARR, despite the large but temporary impact of changes made across Darktrace's GTM organisation in the first quarter.

· Net constant currency ARR added declined 10.8% year-over-year, reflecting notable improvement in performance in the second quarter, which declined 4.5% year-over-year.

· During the period, Darktrace drove an increased amount of new ARR added from its existing customer base:

o  Ending 1H FY 2024 with 9,232 customers, year-over-year growth in Darktrace's customer base was 12.9%, having grown by 433 since 30 June 2023.

o  A year-over-year increase in average contract ARR of 10.2% across Darktrace's customer base was largely driven by an increase in average ARR of existing customer contracts, which was up 12.4% year-over-year for contracts aged one year or more.

· With a continued focus on customer engagement, gross and net retention metrics have broadly returned to prior year levels, showing improvement since June 2023:

o  One-year gross constant currency ARR churn remains 0.1 percentage points higher than December 2022 but decreased 0.2 percentage points since June 2023.

o  Net constant currency ARR retention rate remains 0.1 percentage points lower than December 2022 but has increased 0.4 percentage points since June 2023, reflecting increased upsell performance in the period.

· Remaining performance obligations (RPO), representing contracted revenue backlog, expanded by 12.2%, or $136.3 million, year-over-year to $1.254 billion through acquiring new, and expanding existing, multi-year contracts. A substantial portion of Darktrace's revenue is contracted and in RPO prior to the beginning of each period, providing significant revenue visibility.

FY 2024 Outlook (Unaudited)

Darktrace raised certain expectations for the current financial year on 11 January 2024, in its 1H FY 2024 trading update. As results for January and February were largely in line with these expectations, it is reiterating the FY 2024 guidance and related commentary it provided for ARR and Net ARR added. Darktrace is, however, now increasing its expectation for FY 2024 Revenue and Adjusted EBITDA margin.

Darktrace now expects FY 2024 Revenue growth of between 23.5% and 25.0% (previously 23.0% and 24.5%), reflecting continued strong ARR to revenue conversion and a relatively stable exchange rate environment.

Further, as Darktrace continues to control its discretionary spending without sacrificing planned investment, it is increasing its expectations for its FY 2024 Adjusted EBITDA margin to at least 21.0%, above its previous range of between 18.0% and 20.0%. Darktrace also confirms its guidance for Free cash flow (FCF) in the range of 50% to 60% of a now increased Adjusted EBITDA expectation. This lower-than-typical conversion range reflects the temporary impact to FCF from transitioning to new commission payout schedules at the start of FY 2024, reflecting a period in which Darktrace pays out both all new commissions earned and second half commission schedules from FY 2023. This impact is expected to be largely confined to FY 2024 and early FY 2025. Beyond this transitionary phase, Darktrace continues to expect its typical FCF conversion to fall in the range of 100% of Adjusted EBITDA, plus or minus 20 percentage points.

Poppy Gustafsson, CEO, said:

"Following the impact in the first quarter of our significant Go-to-Market changes, I was very pleased to see the team adapt quickly, delivering significantly improved second quarter sales, which enabled our strong financial performance in the first half of the year.

At the start of this financial year, we characterised our FY 2024 expectations as first half stabilisation and second half re-acceleration, and performance indeed stabilised in our second quarter. Now, it is the improvement in early cycle operating measures that underpins our confidence in a return to net new business growth in the second half. We see progress in longer cycle initiatives such as large strategic, channel and government pipeline development, and upsell momentum continues. In addition, ramped salesperson tenure has lengthened, increasing by 28%, including a 31% increase in our key North American markets. Our conversion rate also rose, again driven by noticeable improvements in North America, as more tenured salespeople followed a more disciplined process to pursue better targeted and qualified sales prospects.

We continue to see the cyber-crime landscape evolve rapidly in a challenging geopolitical environment and as the availability of generative AI tools lowers the barrier to entry for hostile actors. Against this backdrop and in the period ahead, we are preparing to roll out enhanced market and product positioning to better demonstrate how our unique AI can help organisations to address novel threats across their entire technology footprint."

Cybersecurity Landscape

The widespread availability of generative AI tools continues to impact security operations across organisations. The immediate impact Darktrace has seen is on phishing, the most common form of attack. In April last year, Darktrace released research showing a 135% increase in 'novel social engineering attacks' in the first two months of 2023, corresponding with the widespread adoption of ChatGPT, suggesting generative AI was providing an avenue for threat actors to craft sophisticated and targeted attacks at speed and scale. Both the scale and the sophistication of these types of attacks continues to grow. Darktrace customers received around 2.9 million phishing emails in December 2023 alone, a 14% increase on September 2023[1]. Between September and December 2023, phishing attacks that use novel social engineering techniques grew by 35%[2] on average across the Darktrace customer base.

Chief Information Security Officers (CISOs) believe these types of AI-augmented threats will continue to grow. New research commissioned by Darktrace3 shows that 89% of IT security teams polled globally believe AI-augmented cyber threats will have a significant impact on their organisation within the next two years, yet 60% believe they are currently unprepared to defend against these attacks. Their concerns are led by increased volume and sophistication of malware that targets known vulnerabilities (rated 3.84 by respondents on a 1-5 scale of risk) alongside increased exposure of sensitive or proprietary information from using generative AI tools (also rated 3.84).

To ensure their continued security, organisations must pivot from a reactionary posture - built on known attack data for threat detection and response - to proactive cyber readiness by taking a preventative and automated approach to visualising and correlating incidents across the entire IT footprint of the business. Against this backdrop, and since the start of the fiscal year, Darktrace has delivered on its promise of completing the industry's first Cyber AI Loop with the introduction of Darktrace HEAL, which ensures readiness to recover from an active cyber-attack and to rapidly restore the business to an operational state. In addition, it has launched Darktrace/Cloud, which provides comprehensive visibility of cloud architectures, real-time cloud-native threat detection and response, and prioritized recommendations and actions to help security teams manage misconfigurations and strengthen compliance.

Recent Developments

Darktrace has recently announced that its Federal business has received a High Impact Level "In Process" designation from the Federal Risk and Authorization Management Program (FedRAMP), a U.S. government-wide program that provides a standardised approach to security assessment, authorisation, and continuous monitoring for cloud products and services. Darktrace Federal's Cyber AI Mission Defense? and Cyber AI Email Protection? products are now listed in the FedRAMP Marketplace. This designation marks a critical milestone for Darktrace Federal as it seeks to deliver information technology (IT), operational technology (OT), Internet of Things (IoT), and email security to the U.S. federal government via cloud-native deployments, empowering agencies to combat threats ranging from stealthy insiders to zero-day attacks and supply chain compromises.

Analyst and Investor Webcast

Management will hold an analyst and investor webcast to review its 1H FY2024 results on 7 March 2024 at 13:00 GMT / 08:00 ET. Please register at:

https://www.lsegissuerservices.com/spark/DARKTRACE/events/23b532ee-7e22-4b54-b834-4c4df0857102

About Darktrace

Darktrace (DARK.L), a global leader in cyber security artificial intelligence, is on a mission to free the world of cyber disruption. Breakthrough innovations in the Darktrace Cyber AI Research Centre in Cambridge, UK have resulted in over 165 patent applications filed and research published to contribute to the cyber security community. Rather than study attacks, Darktrace's technology continuously learns and updates its knowledge of 'you' and applies that understanding to optimise your state of optimal cyber security. Darktrace is delivering the first ever Cyber AI Loop, fuelling a continuous end-to-end security capability that can autonomously spot and respond to novel in-progress threats within seconds. Darktrace employs over 2,300 people around the world and protects over 9,200 customers globally from advanced cyber threats. Darktrace was named one of TIME magazine's 'Most Influential Companies' in 2021.

Cautionary Statement

This announcement contains certain forward-looking statements, including with respect to the Group's current targets, expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward?looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations, made in good faith and based on the information available to them at the time of the announcement. Such statements involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward?looking statement and should be treated with caution. Any forward-looking statements made in this announcement by or on behalf of Darktrace speak only as of the date they are made. Except as required by applicable law or regulation, Darktrace expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in its expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Important Information

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018). Upon publication of this announcement, this information is now considered in the public domain. 

Enquiries

Luk Janssens - Head of Investor Relations, Darktrace

Direct: +44 7811 027918

luk.janssens@darktrace.com

Headland (Public Relations adviser to Darktrace)

Henry Wallers

Direct +44 (0) 20 8786 562436

hwallers@headlandconsultancy.com

Key performance indicators (KPIs)

KPIs are financial and non-financial measures used by Darktrace's Management, its Board of Directors and its investors and other stakeholders, to assess business performance, monitor principal risks and evaluate future expectations. KPIs include the following Alternative Performance Measures (APMs). APMs are not defined under IFRS and are not intended to be a substitute for any IFRS measures of performance. Darktrace includes them in its reporting as Management considers them to be important to investors' understanding of its business, and alongside the comparable IFRS financial measures, in assessing the performance and cash flows. APMs do not have standardised definitions and therefore may not be comparable to similar measures presented by other entities.

ARR, and related performance metrics are calculated on a constant currency basis established at the start of the financial year. All comparative periods have been recast using FY 2024 constant currency rates. The Group's primary currency exposures are the British Pound and the Euro converting to its US Dollar functional and reporting currency. For FY 2024, constant currency rates are 1.26818 and 1.09082 for the British Pound and the Euro, respectively.

Annualised Recurring Revenue (ARR)

Definition and relevance

ARR is the sum of the annualised committed subscription value of every contract for which Darktrace is entitled to recognise revenue, measured at the period's constant currency rate. In a very small number of cases where a customer has an opt-out within six months of commencing a contract, Darktrace does not recognise ARR on that contract until after that opt-out period has lapsed. Where a one-off sale of appliances is required for legal or regulatory reasons, or where training or other services are provided on a one-off basis, this non-recurring portion of the contract value is excluded from ARR.

ARR is a key indicator of future revenues. In conjunction with other KPIs and IFRS measures, it allows the growth of the business to be tracked on a more current basis than can be measured by revenue, the success of its Go-to-Market strategy to be assessed more quickly, and performance to be compared between periods.

Performance

As of 31 December 2023, Darktrace increased its ARR by 24.4% over the prior period, driven primarily by a combination of a 12.9% year-over-year increase in customers and a 10.2% increase in average contract ARR across Darktrace's total customer base, supported by a continued focus on upsells and renewals with a pricing uplift in the period. Darktrace has seen ARR growth across all regions in which it operates.

As at 31 December 2023, 56.6% of total ARR came from customers with ARR over $100,000, compared to 52.2% in the prior year. This shift reflects Darktrace's focus on both selling to larger customers and driving product penetration while continuing to support the addition of customers across the full range of customer sizes and requirements.

At 31 December 2023, USD ARR (at exchange rates in effect at the reporting date) for 1H FY 2024 is $705.8 million, representing year-over-year growth of 26.3%. Refer to the RPO disclosure for a reconciliation between USD ARR and current RPO.

Net ARR added

Definition and relevance

Net ARR added is Darktrace's new customer ARR for a period, plus or minus the net impact of upsell, downsell, and churn activity in the existing customer base for that same period, measured in the current period's constant currency.

Net ARR added is a key indicator of Darktrace's ability to secure future revenue and a current measure reflecting changes in its internal and external operating tactics or environment. As with ARR, it allows the growth of the business to be tracked on a more current basis than can be measured by revenue growth, the success of its Go-to-Market strategy to be assessed more quickly, and performance to be more readily compared between periods.

Performance

Net ARR added declined 10.8% between the periods, though second quarter reflected a significant improvement over first quarter, declining 4.5% year-over-year, compared to a 21.6% year-over-year first quarter decline. This reflects a recovery from the temporary impacts of significant changes made across Darktrace's Go-to-Market (GTM) organisation in the first quarter against the backdrop of a stabilised macro-economic environment.

Darktrace drove an increased amount of net ARR additions from its existing customer base during the first half after directing more of its sales focus towards upsells in response to economic conditions that made it more difficult to convince new prospects to trial software. Ending 1H FY 2024 with 9,232 customers, year-over-year growth in Darktrace's customer base was 12.9%, with the customer base having grown by 433 since 30 June 2023. A year-over-year increase in average contract ARR of 10.2% across Darktrace's customer base was largely driven by an increase in average ARR of existing customer contracts, which was up 12.4% year-over-year for contracts aged one year or more, reflecting the continued focus on upsells and renewals with a pricing uplift in the period.

Darktrace's performance track in the first half of FY 2024 supports what it believes is a change in trajectory following a period of transformation and stabilisation, moving to Net ARR added growth in its second half.

One-year gross ARR churn rate

Definition and relevance

One-year gross ARR churn rate is the constant currency ARR value of customers lost from the existing customer cohort one year prior to the measurement date, divided by the total ARR value of that existing customer cohort one year prior to the current measurement date. This churn rate reflects only customer losses and does not reflect customer expansions or contractions.

The one-year ARR gross churn rate is a key indicator of Darktrace's ability to deliver value to its customers at commercially accepted terms. It is a major factor that Management, the Board and other stakeholders consider when assessing the ability to effectively capture market opportunity and continue to drive the business on a growth trajectory.

Performance

At 31 December 2023, Darktrace's one-year gross ARR churn rate was 6.6%, a 0.1 percentage point increase on the prior year, with this slight deterioration primarily due to the impact that the macro-economic environment had in increasing bankruptcies and defaults across Darktrace's customer base in the second half of FY 2023. Continued investments and focus on engagement have led to a stabilisation of these trends in the first half of FY 2024, with one-year gross ARR churn improving 0.2 percentage points from June 2023 levels.

Net ARR retention rate

Definition and relevance

Net ARR retention rate is the current period constant currency ARR value for all customers that were customers one year prior to the measurement date, divided by their ARR, in the same constant currency, one year prior to the measurement date. This retention rate reflects the ARR impact of customer losses, expansions, and contractions.

Net ARR retention expands on the insight provided in Darktrace's measurement of churn, by also reflecting the impact of product upsells and downsells, as well as other price or coverage expansions or contractions. This provides Management, the Board and other stakeholders with information they can use to assess the net benefit or cost of activity in the existing customer base. This assessment is valuable to assumptions about future growth potential and the long-term costs associated with customer acquisition and retention.

Performance

At 31 December 2023 Darktrace's Net ARR retention rate was 105.0%, a 0.1 percentage point decrease on the prior year. This slight reduction is consistent with the 0.1 percentage point year-over-year increase in one-year gross ARR churn rate. Darktrace's Net ARR retention rate increased 0.4 percentage points on June 2023, reflecting in part the improvement in churn trends since June, but also the impact of improving upsell momentum in the first half of FY 2024, as demonstrated by the 12.4% year-over-year increase in average ARR for contracts aged one year or more. 

Adjusted EBITDA and margin

Definition and relevance

At the start of FY 2024 Darktrace changed its definition of Adjusted EBITDA to treat all amortisation of commissions as though they were cash costs. This definitional update was made to reflect changes to GTM compensation structures in July 2023, when Darktrace transitioned to paying 100% of all future commissions upfront. Previously, approximately 50% of sales commissions were paid at signing with the remaining 50% being paid upon the earlier of the full contract value being paid, or, most frequently, after one year. As a result of this change, Darktrace is now required, under IFRS 15, to capitalise substantially all new sales commissions from FY 2024 onwards, unlike in prior years where it largely capitalised the first 50% but expensed the second 50%, typically over the first year.

To support comparability, 1H FY 2023 Adjusted EBITDA has been recast under this definition and hence differs to the $59.7 million reported in Darktrace's Results for the Six Months Ended 31 December 2022, with the difference relating to the deduction of $14.5 million in amortisation of capitalised commissions for the period.

On this updated basis, Adjusted EBITDA is the Group's earnings before interest, taxation, depreciation and amortisation, adjusted to include appliance depreciation attributed to Cost of sales and amortisation of capitalised commissions, and adjusted to remove uncapitalised share-based payment charges and related employer tax charges, as well as certain one-off charges including the impairment of right-of-use assets.

Due to the unpredictable nature of these non-cash charges, and that share-based payment (SBP) related employer tax charges (ETC) are driven by movements in share price and are therefore outside of Darktrace's control, these costs are excluded in the calculation of Adjusted EBITDA. Management believes that this treatment improves the ability to make period-to-period comparisons of core operating performance and is consistent with treatment applied by listed European and US software peer companies.

For the calculation of this measure, Darktrace treats the appliance depreciation reflected in Cost of sales as though it were a current period cash cost. As Darktrace is unusual in supporting on-premise software deployments with appliances that it owns, maintains and reuses over their useful lives, this treatment provides better comparability to software companies that sell hardware to support similar deployments and recognise those direct cash costs.

Performance

Adjusted EBITDA increased by $39.3 million, or 87.0%, over the prior period, to $84.5 million, resulting in an 8.2 percentage point increase in Adjusted EBITDA margin to 25.6%. This margin expansion reflects continued scale efficiencies and ongoing discretionary cost management during the period, further information on which can be found in the Financial Review - Income Statement Analysis section.

A reconciliation of Operating profit (EBIT) to Adjusted EBITDA is shown in the table below. Note that for its calculation of Adjusted EBITDA, Darktrace does not add back to EBIT appliance depreciation included in Cost of Sales or amortisation of capitalised commissions, and instead considers these as cash costs to support comparability with peers in the sector.

For 1H FY 2024, there was a $1.1 million, or 12.8%, period-over-period increase in depreciation of appliances in Cost of sales, to $9.3 million. Appliance depreciation grew more slowly than might be expected considering Darktrace's revenue growth, as more customers chose to have products deployed virtually, and as Darktrace sells more products that are only deployed virtually.

For 1H FY 2024, there was a $6.1 million, or 42.2%, period-over-period increase in amortisation of capitalised commission to $20.6 million. This increase reflects the impact of underlying growth in sales commissions earned that were eligible for capitalisation, but also the impact from the shift, at the start of FY 2024, to capitalising substantially all new sales commissions, compared to the prior period where approximately 50% of sales commissions were capitalised and amortised over the life of the contract.

In calculating Adjusted EBITDA, Darktrace also adds back to EBIT uncapitalised share-based payment and related employer tax charges. For 1H FY 2024 it added back $24.7 million in SBP and related ETC, a decrease of $6.1 million, or 19.8%, on the prior period. This decrease was primarily due to 1H FY 2023 reflecting the impact of a one-time modification of IPO equity awards that fully vested in FY 2023 and hence did not recur in 1H FY 2024.

Darktrace also added back to EBIT a right-of-use asset impairment charge of $0.3 million, reflecting its current assessment of the cost it will incur to exit a lease contract on a now unused office space.

Reconciliation of Net profit to Adjusted EBITDA

1 At the start of FY 2024, Darktrace changed its definition of Adjusted EBITDA to treat all amortisation of commissions as though they were cash costs. On this basis, Adjusted EBITDA is the Group's earnings before interest, taxation, depreciation and amortisation, adjusted to include appliance depreciation attributed to Cost of sales and amortisation of capitalised commissions, and adjusted to remove uncapitalised share-based payment charges and related employer tax charges, as well as certain one-off charges including the impairment of right-of-use assets. Prior year comparatives have been recast under this definition; see above for further details on definition and reconciliation.

Adjusted EBITDA reconciliation by function

*At the start of FY 2024, Darktrace changed its definition of Adjusted EBITDA to treat all amortisation of commissions as though they were cash costs. On this basis, Adjusted EBITDA is the Group's earnings before interest, taxation, depreciation and amortisation, adjusted to include appliance depreciation attributed to Cost of sales and amortisation of capitalised commissions, and adjusted to remove uncapitalised share-based payment charges and related employer tax charges, as well as certain one-off charges including the impairment of right-of-use assets. Prior year comparatives have been recast under this definition; see above for further details on definition and reconciliation.

Adjusted EBIT and margin

Definition and relevance

Darktrace's Adjusted EBIT is its earnings before interest and taxes, adjusted to remove uncapitalised share-based payment (SBP) charges and related employer tax charges, as well as certain one-off charges including the impairment of right-of-use assets. Adjusted EBIT as a percentage of revenue is the Adjusted EBIT margin.

Adjusted EBIT considers both cash and non-cash charges incurred by Darktrace in the period, demonstrating what underlying operating profit would have been without the impact of certain charges that are both unpredictable and outside of Darktrace's control. This includes SBP related employer tax charges which are driven by movements in the share price. Management believes this treatment aids period-to-period comparison of operating performance with Darktrace's peers, and by excluding the impact of these unpredictable or uncontrollable charges, further enhances management's ability to predict and communicate Darktrace's longer-term expected 'Steady State' economic model.

Performance

Period-over-period, Adjusted EBIT increased by $38.5 million to $71.0 million, resulting in a 9.0 percentage point increase in Adjusted EBIT margin to 21.5%. As with Adjusted EBITDA, this margin expansion reflects continued scale efficiencies and ongoing discretionary cost management during the period, further information on which can be found in the Financial Review - Income Statement Analysis section. That Darktrace's Adjusted EBIT margin has expanded 0.8 percentage points more than its Adjusted EBITDA margin reflects the 0.8 percentage point reduction in adjusted depreciation and amortisation as a percentage of revenue in the period, which is added back to Adjusted EBITDA.

Reconciling Operating profit (EBIT) to Adjusted EBIT for 1H FY 2024, the Group added back $24.7 million of SBP and related employer tax charges, a decrease of $6.1 million in the period. This decrease was primarily driven by a decrease in SBP relating to the FY 2022 modification of awards made pre-IPO. This one-time modification led to a higher charge in the comparative period and is not included in the current period due to the awards having fully vested in FY 2023. Darktrace also added back a right-of-use asset impairment charge of $0.3 million reflecting its current assessment of the cost it will incur to exit a lease contract on now unused space.

Reconciliation of Operating profit (EBIT) to Adjusted EBIT

Number of customers

Definition and relevance

This is a count of total end-user entities that are generating ARR at the measurement date.

Performance

Darktrace added 1,054 net new customers since 31 December 2022, a year-over-year growth rate of 12.9%. New customer additions slowed across the period, as a challenging macro-economic environment through the second half of FY 2023, made prospects more reluctant to trial software they did not believe they would have budget for and extended sales cycles for purchases. In the first half of FY 2024, Darktrace added 433 net new customers, reflecting the stabilising macro-economic environment, and also the temporary impacts of significant changes made across Darktrace's GTM organisation in the first quarter. While trends with respect to new prospects appear to have stabilised in the second quarter of FY 2024, they have not yet materially improved, and the 11.5 percentage point reduction in year-over-year growth of net new customers was a key factor in the decline of Net ARR added to 10.8% below the amount added in the prior period.

Average contract ARR

Definition and relevance

Average contract ARR is the total ARR at the measurement date, divided by the number of customers at that measurement date. In combination with other measures, including shifts in the value distribution of ARR, metrics such as average contract ARR are key to assessing whether Go-to-Market strategies, such as sales team segmentation and changing in pricing or packaging, are being reflected in Darktrace's performance.

Performance

Average contract ARR at 31 December 2023 increased by 10.2% year-over-year to $76,048. This primarily reflects upsells across Darktrace's existing customer base, as demonstrated by the increase in average ARR of existing customer contracts, which is up 12.4% year-over-year for contracts aged one year or more.

In parallel to the year-over-year increase in average contract ARR, and the underlying increase in existing contract ARR values, the distribution of customer contracts above and below $100,000 in ARR also shifted towards larger contract sizes. This shift reflects Darktrace's increased focus in its Go-to-Market strategy on both selling to larger customers and driving product penetration, while continuing to support the addition of customers across the full range of customer sizes and requirements.

ARR distribution by customer size:

The number of customers with ARR greater than $100,000 represent 19.5% of total customers, a 2.8 percentage point increase from 16.7% at 31 December 2022.

Remaining Performance Obligation (RPO)

Definition and relevance

RPO represents committed revenue backlog and is calculated by summing all committed customer contract ARR values that have not yet been recognised as revenue, valued at the exchange rates on the last day of the reporting period rather than at constant currency (as for example with ARR). For clarity, any contracted amounts that are subject to opt-out or other cancellation provisions are not included in RPO.

RPO is a common KPI used by software and Software-as-a-Service ("SaaS") companies to provide stakeholders with an indication of future recurring revenue and baseline revenue growth. It includes only future recurring contract value - more than 99% of Darktrace's contract value is subscription-based - with all one-time future contract values excluded. RPO reflects actual contract status so unrenewed contract values cease to be reflected at their termination dates and future-dated contract values only become included at their start dates.

RPO and the 'Future contracted revenue' amount reported in the financial statements under the requirements of paragraph 120 of IFRS 15 are both measures of future revenue and differ for various reasons including:

· the assumptions made about, and the application of, foreign exchange rates differ between the two calculations;

· one-time revenue is included for the purpose of IFRS 15 reporting but is not included in RPO; and

· future contracted revenue recognises future values rateably over the term of the contracts, in line with Darktrace's revenue recognition principles, whereas RPO, aligning with ARR, considers the status of the contract on the last day of the reporting period.

Performance

Darktrace's multi-year contract strategy, and the resulting RPO, creates significant revenue visibility. At 31 December 2023, RPO was 12.2% higher than it was at 31 December 2022, driven primarily by the acquisition of new customers, and the renewal of contracts with existing customers, for multi-year terms. Note that year-over-year RPO growth in the current period is less than would typically be expected. This is primarily because a large cohort of contracts signed in the late-pandemic period are starting to come up for renewal. As a result, the average contract life in RPO will be temporarily shorter than typical, and the average value is lower, until this renewal cycle is complete.

The difference between USD ARR of $705.8 million at 31 December 2023 ($637.3 million at 30 June 2023) and RPO within 12 months is that not all of the ARR at 31 December 2023 will contribute to revenue for a full 12 months.

While USD ARR has increased 10.7% since 30 June 2023, RPO has reduced 0.4% over the same period. This demonstrates that the average contract duration of ARR at 31 December 2023 has decreased over the 1H FY 2024 period, reflecting the impact of sales trends in the current period, but to a greater extent, the impact of the large cohort of late pandemic contracts in current ARR. As these are now coming up for renewal, they may not reflect a full year of future revenue at 31 December 2023.

For the current period, movements in RPO since 30 June 2023 also reflect the 10.8% period-over-period decline in Net ARR additions signed in 1H FY 2024. Further, Darktrace saw a reduction in average contract duration for contracts signed in the period due in part to the higher-than-typical proportion of net ARR additions in the period that came from upsell ARR, as upsell contracts are typically of shorter duration than new contracts (generally because customers seek to have upsell contracts be coterminous with their existing contracts).

Financial Review - Income Statement Analysis

Revenue

Revenue in the first half of FY 2024 increased by $71.0 million, or 27.4%, to $330.3 million. This increase was primarily attributable to the 12.9% increase in Darktrace customers since 31 December 2022 and a 10.2% year-over-year increase in average contract ARR.

Over 99.2% of all revenue came from recurring subscription contracts with customers, with customer contracts typically averaging approximately 36 months. These multi-year contracts result in significant contracted revenue expected to convert to revenue in future years (see Note 4). Subscription revenue is recognised in accordance with IFRS 15 on a straight-line basis over the service period, from commencement date to termination date.

Cost of sales (CoS)

Cost of sales includes all costs relating to the deployment of Darktrace's software, whether through physical appliances or in the cloud, and for providing both customer support and supplementary monitoring and response capabilities.

Cost of sales increased by $8.8 million, or 33.0%, to $35.4 million in the period. This increase was due to a $3.3 million increase in hosting fees in the period to $11.5 million, driven by additional virtual deployments for new and existing customers, which reflected a decrease in per unit hosting costs from continued volume-based discount plans with providers. Correspondingly, appliance depreciation attributed to Cost of sales grew $1.1 million to $9.3 million for the period; the lower growth in physical deployment costs is offsetting higher growth in hosting costs as more customers chose to have products deployed virtually, and as Darktrace offers more products that are only deployed virtually.

Employment and other related costs are primarily labour costs associated with deploying Darktrace's software to customers and providing ongoing services such as customer support and supplementary monitoring and response capabilities. In 1H FY 2024 Darktrace concluded that the share-based payment expense together with the employer related tax charges should be proportionately attributed to Cost of sales for those functions where an attribution to Cost of sales is made for labour related costs. Darktrace believes this change better represents the true cost of a sale to the business, however it has not applied this change retrospectively due to the impact of this reclassification being immaterial on the prior period ($1.8 million). Please refer to note 8 for further details on the prior period quantum.

On a percentage of revenue basis, the first-time inclusion of SBP and related employer tax charges has resulted in a 0.4 percentage point decline in gross margin to 89.3% for the period. Without this change, Darktrace's 1H FY 2024 gross margin would have remained flat on the prior period.

Sales and marketing (S&M) costs

Sales and marketing (S&M) costs increased by $37.0 million, or 26.5%, to $176.6 million for the period.

The period-over-period increase is the result of an underlying increase in Sales and marketing costs, an increase in the apportionment of Customer Success Manager (CSM) costs to S&M in the period, and the attribution of Channel Partner costs to S&M for the first time. Prior to 1H FY 2024, CSM headcount had been proportionately split between S&M and General and administrative (G&A) on a full time equivalent (FTE) or pro rata basis, reflecting the separate sales and operating roles and responsibilities of the team at the time. Channel Partner costs had previously been attributed entirely to G&A, as their roles were to provide operating support to sales teams. This change in functional attribution of costs to S&M reflects changes to Darktrace's Go-to-Market strategy at the start of FY 2024, with both the CSM and Channel Partner teams now sitting entirely within the GTM function, led by Darktrace's CRO and with newly-defined commercial roles, responsibilities and related compensation structures that became effective in July 2023.

Had these changes to the CSM and Channel Partner teams taken place at the start of FY 2023, total 1H FY 2023 S&M costs (excluding SBP and related ETC) would have been higher by 15.0%, moving from $141.5 million to $162.6 million. This clarifies that 38.1% of reported S&M cost growth (excluding SBP and related ETC) came from role and responsibility changes that drove changes to cost attribution, rather than from growth in underlying operating costs.

Within S&M, employment and related costs increased 38.6% over the prior period to $101.0 million. Had 1H FY 2024 role and related attribution changes been in place in 1H 2023, employment and other related costs would have increased 19.6%, from $84.5 million to $101.0 million. This underlying growth reflects continued investments in our GTM teams to support Darktrace's growth and retention strategy, and the impact of changes made to GTM compensation structures, aligning these with industry practices, thereby better supporting Darktrace's ability to hire and retain key experienced talent.

The largest component of other operating costs is direct marketing costs, which increased by $0.9 million period-over-period to $18.7 million. As a percentage of revenue, direct marketing costs declined 1.2 percentage points on the prior period to 5.7% of revenue, as a result of efforts to increase the efficiency and

effectiveness of Darktrace's direct marketing approach under its new CMO.

Depreciation and amortisation charges increased by $7.1 million to $27.6 million for the period, mostly driven by a $6.1 million increase in the amortisation of capitalised commission.

Share-based payment and related tax charges increased by $2.8 million to $14.0 million for the period. This was driven by new AIP awards being granted to employees, partly offset by costs associated with the one-time modification of awards made at the time of IPO, which impacted 1H FY 2023 costs, but which are no longer being incurred.

Research and development (R&D) costs

Research and development (R&D) costs decreased by $1.9 million, or 7.4%, to $23.8 million in the period. This decrease in R&D costs was primarily the result of a $2.1 million period-over-period reduction in share-based payment and related employer tax charges to $3.6 million, as 1H FY 2023 reflected the impact of a one-time modification of IPO equity awards that fully vested in FY 2023 and hence did not recur in 1H FY 2024.

Excluding SBP and related ETC, R&D costs increased only 0.8%, or $0.2 million, in the period. This limited increase includes the timing impact of accounting policies on capitalisable development costs, where in 1H FY 2024, more costs were capitalised and less previously capitalised costs were amortised, than in the 1H FY 2023 period. On a cash basis, R&D employment costs increased 15.3% versus the prior period, driven by continued investment in additional R&D headcount and an increase in average salaries for both newly hired and existing senior roles to attract and retain employees in a competitive job market.

The $0.9 million decrease in R&D depreciation and amortisation related primarily to having previous development projects now fully amortised, with new, as of yet unreleased products not yet eligible to amortisation.

General and administrative (G&A) costs

General and administrative (G&A) costs decreased by $13.6 million, or 21.2%, to $50.3 million for the period. This overall decrease was entirely due to the impact of Customer Success Managers (CSMs) and Channel Partner related costs being fully attributed to S&M in 1H FY 2024, whereas in the prior period an apportionment of CSM, and all Channel Partner costs, were allocated to G&A.

Had the changes to the roles and responsibilities, and the related cost attributions, for the CSM and Channel Partner teams been in place at the start of FY 2023, total G&A costs (excluding SBP and related ETC) would have been higher by 20.5%, moving from $36.9 million to $44.4 million. Including the impact of SBP and related ETC, G&A costs on this underlying basis would have increased 1.8%, or $0.9 million, on the prior period. This reflects the impact of a $6.7 million period-over-period reduction in share-based payment and related employer tax charges to $5.9 million, with 1H FY 2023 reflecting the impact of a one-time modification of IPO equity awards that fully vested in FY 2023 and hence did not recur in 1H FY 2024.

Within G&A, reported employment and related costs decreased 29.9% over the prior period to $21.4 million. Had 1H FY 2024 attributions been in place in 1H 2023, employment and other related costs would have increased 13.2%, from $18.9 million to $21.4 million.

On an underlying cost basis, the largest contributor to an increase in G&A costs (excluding SBP and related ETC) was other operating costs, which increased 37.8%, or $4.7 million to $17.3 million. $2.2 million of this increase was from increased bad debt expense in the period, driven by macro-related increases in customer bankruptcies and non-payment. A further $1.5 million was due to the 15.7% period-over-period growth in professional and consulting fees, totalling $11.3 million, reflecting spend on system integration and implementation advisory services for the roll outs of Workday and Salesforce, as well as pricing and other advisory projects recently completed or currently in progress.

Foreign exchange differences

For 1H FY 2024, there was a $3.6 million period-over-period decrease in the foreign exchange charge relating to the translation of monetary assets and liabilities denominated in currencies other than Darktrace's U.S. Dollar reporting currency, most significantly, the British Pound and the Euro. This reflects stability in Darktrace's foreign exchange rates relative to the prior period.

Financial Review - Financial Position Analysis

Intangible assets

In the period, the Group capitalised $1.2 million of development costs, an increase of $0.1 million compared to the previous period.

Capitalised development costs are amortised on a straight-line basis over a three-year period and acquired third party software is amortised over a period of five years, resulting in an amortisation charge in the period of $2.1 million, in line with the previous period. At 31 December 2023, the Group had $11.7 million of intangible assets, a decrease of $0.9 million from $12.6 million at 30 June 2023.

Deferred tax asset

At 31 December 2023, the Group has significant tax losses in the UK available for offset against future taxable profits. The latest management forecasts have shown an uplift from those used to determine deferred tax recognition as at the 30 June 2023 year-end and as such there has been a net increase to the total deferred tax asset recognised at 31 December 2023 of $4.1 million to $24.0 million. For further details, please refer to Note 17.

The Group has not recognised a deferred tax asset related to losses and share-based payments for approximately $79.9 million (30 June 2023: $78.3 million) as there remains sufficient uncertainty beyond the 2-year forecast period as to whether the losses will be utilised in the foreseeable future.

Capitalised commission

Up to 30 June 2023 the majority of sales commissions were paid in two instalments, the first payment being at the point of contract signing and the second upon the earlier of either the payment for the entire contract value or one year from the date of sale. For the first instalment, the Group capitalised sales commissions and the associated payroll taxes, as required under IFRS 15, and amortised them over the related contract term. As there were continued employment and customer service obligations required for the employee to receive the second instalment, these commissions were not eligible for capitalisation under IFRS 15 and were expensed over the one-year term up until payment.

Of the changes made to Darktrace's commissions structures as part of the changes to its GTM strategy at the start of FY 2024, the most financially impactful was the decision to pay 100% of sales commissions up front. This change was made to better align with market practice, better supporting Darktrace's ability to hire and retain key experienced talent. From a cost recognition perspective, Darktrace, under IFRS15, is required as result of this change to capitalise substantially all sales commissions and recognise them over the lives of the related contracts.

Capitalised commissions on the Group's Statement of Financial Position increased by 10.9% to $85.0 million at 31 December 2023, from $76.7 million at 30 June 2023, as a result of continuing sales growth and implementation of the new commission plan. This increase in capitalised commissions was driven by additions of $30.6 million ($21.8 million in 1H FY 2023) offset by amortisation and impairment of $22.3 million ($15.4 million in 1H FY 2023).

Cash and cash equivalents

The Group had cash and cash equivalents at 31 December 2023 of $383.2 million, an increase of $26.2 million from 30 June 2023. For more details on the cash flow see Financial review - Cash Flow Analysis below.

The balance includes deposits at call of $283.4 million ($224.6 million at 30 June 2023) presented as cash equivalents.

Deferred revenue

Total deferred revenue increased by 1.7% to $317.3 million at 31 December 2023 from $312.1 million at 30 June 2023, and increased by 22.3% from $259.4 million at 31 December 2022. This year-over-year growth was a result of the increases in invoicing driven by growth in contracted revenues. In recent years Darktrace has typically raised between 41 to 45% of its total invoicing in the first half of the financial year, with a higher proportion of invoices raised in the second half while new business continues to grow. The impact on deferred revenue is that significantly more of the growth in deferred revenue occurs in the second half of the financial year, and it is therefore more representative to look at year-over-year growth to interpret underlying trends in deferred revenue.

As the Group rarely invoices its multi-year contracts more than a year in advance, growth in deferred revenue is typically driven by movements in current deferred revenue, rather than non-current deferred revenue. Occasionally, customers will pay full contract values in advance but because this has become increasingly infrequent and represents an increasingly small proportion of the Group's total invoicing, growth in non-current deferred revenue balances will lag those of current deferred revenue. At $24.5 million at 31 December 2023, growth in non-current deferred revenue was therefore less pronounced than current deferred revenue, decreasing by 13.7% from June 2023 and 19.4% from December 2022. Meanwhile, current deferred revenue was $292.8 million at 31 December 2023, an increase of 3.2% from 30 June 2023, and 27.8% from $229.0 million at 31 December 2022. We can see this growth reflected in the 27.4% growth in revenue for the period.

Equity

As a result of transactions with shareholders, the Group had a decrease in equity of $13.6 million during 1H FY 2024 driven primarily by the cancellation of shares performed as part of the share buyback programme completed on 31 October 2023. 18,349,541 shares were bought back on the open market and 16,367,676 have been subsequently cancelled. The remaining 1,981,865 shares have been added to the shares held in treasury to cover future employee equity grants.

For more details on the equity movements please refer to Note 7 of the consolidated interim financial information below.

Financial review - Cash Flows Analysis

Cash inflow from operating activities before working capital

Cash generated from operating activities before working capital movements increased by $55.5 million, or 96.5%, compared to the prior period. This was primarily due to the $51.9 million increase in profit before tax, resulting from Darktrace's continued revenue growth, maintenance of its invoicing profiles and actions to control discretionary costs.

Net cash inflow from operating activities

The Group had a net cash inflow from operating activities of $65.6 million in the period, a 142.1% increase from $27.1 million in 1H FY 2023. The $38.5 million increase in the net cash inflows from operating activities was primarily due to the $51.9 million increase in profit before tax and reduced by $16.8 million from working capital movements, primarily due to $17.8 million increase in the cash outflows relating to trade and other payables.

Cash outflow from investing activities

The Group had cash outflows from investing activities of $0.5 million, a decrease of $10.6 million on the prior period. This decrease in cash outflows was primarily a result of a $4.4 million increase in finance income owing to increased interest receivable on the Group's cash deposits, and a $6.5 million reduction in additions to property, plant and equipment (PPE) cash outflows. The reduction in PPE was primarily due to lower capex on appliances, as more customers chose to have products deployed virtually, and as Darktrace offers more products that are only deployed virtually. Darktrace also incurred office-related PPE in the period, having completed office fit outs for its new offices in London, New York and Los Angeles in prior periods.

Cash outflow from financing activities

Cash outflows from financing activities increased $8.1 million on the prior period owing to a $10.5 million increase in share buyback costs.

For more details please see consolidated interim statement of cash flows below.

Going Concern

The Directors are of the view that the preparation of the consolidated interim financial statements on a going concern basis continues to be appropriate. Refer to the consolidated interim financial information reported below for more details.

Principal and Emerging Risks

The principal risks and uncertainties faced by Darktrace and its approach to internal control and risk management are set out on pages 66 to 73 of the 2023 Annual Report which is available on the Group's website at www.darktrace.com. The principal risks and uncertainties, have been reassessed and the Directors expect them to remain as those reported in the 2023 Annual Report during the remaining six months of the financial year.

Statement of Directors' Responsibility

The Directors confirm that these unaudited interim financial statements have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

· an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

· related-party transactions in the first six months and that have materially affected the financial position or the performance of the Group during that period and any changes in the related-party transactions described in the last annual report that could have a material effect on the financial position or performance of the Group in the first six months of the current financial year.

The maintenance and integrity of the Darktrace plc website is the responsibility of the Directors; the work carried out by the authors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that might have occurred to the interim financial statements since they were initially presented on the website.

The Directors of Darktrace plc are listed in the Darktrace plc annual report for 30 June 2023. From 7 December 2023, Mr Jacob is no longer on the Board. A list of current Directors is maintained on the Darktrace plc website: www.darktrace.com/en/board-of-directors.

On behalf of the Board

Catherine Graham

Chief Financial Officer

6 March 2024

Independent auditor's review report on Interim Financial Information to Darktrace plc

Conclusion

We have reviewed the condensed set of financial statements in the half-yearly financial report of Darktrace plc (the 'Group') for the six months ended 31 December 2023 which comprises the consolidated interim statement of comprehensive income, consolidated interim statement of financial position, consolidated interim statement of changes in equity, consolidated interim statement of cash flows, and related explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2023 is not prepared, in all material respects, in accordance with UK-adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) (ISRE (UK)) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" (ISRE (UK) 2410). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with UK-adopted IFRSs. The condensed set of financial statements included in this half yearly financial report has been prepared in accordance with UK-adopted International Accounting Standard 34, "Interim Financial Reporting".

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with this ISRE UK, however future events or conditions may cause the entity to cease to continue as a going concern.

In our evaluation of the directors' conclusions, we considered the inherent risks associated with the group's business model including effects arising from current macro-economic uncertainties, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's financial resources or ability to continue operations over the going concern period.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the review of the financial information

Our responsibility is to express a conclusion to the group on the condensed set of financial statements in the half-yearly financial report based on our review.

Our conclusion, including our conclusions relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report.

Use of our report

This report is made solely to the group, as a body, in accordance with ISRE (UK) 2410. Our review work has been undertaken so that we might state to the group those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the group as a body, for our review work, for this report, or for the conclusion we have formed.

Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

London

6 March 2024

Consolidated Unaudited Interim Statement of Comprehensive Income

Consolidated Unaudited Interim Statement of Financial Position

These financial statements were approved by the Board of Directors and authorised for issue on 6 March 2024. They were signed on its behalf by:

Catherine Graham

Chief Financial Officer

Company No. 13264637

Consolidated Unaudited Interim Statement of Changes in Equity

*SBP: share-based payment.

Consolidated Unaudited Interim Statement of Cash Flows

*Property, plant and equipment.

Notes to the Consolidated Unaudited Interim Financial Statements

1 General information

These unaudited interim financial statements were approved for issue on 6 March 2024. These interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 June 2023 were approved by the Board of Directors on 5 September 2023 and delivered to the Registrar of Companies. The independent audit report on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006. The interim results for the six months ended 31 December 2023 and the comparatives are unaudited, yet have been reviewed by the independent auditor.

Company information

Darktrace plc (the Company) is a company incorporated in England and Wales under company number 13264637. The principal place of business is Maurice Wilkes Building, St John's Innovation Park, Cowley Road, Cambridge, CB4 0DS. Its shares are listed on the London Stock Exchange.

The Company and Group information

The parent company, Darktrace plc has been defined as 'the Company' and Darktrace plc group as 'the Group' or 'Darktrace'.

Basis of preparation

This consolidated interim financial report for the half-year reporting period ended 31 December 2023 has been prepared in accordance with the UK-adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

The interim report does not include all of the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2023, which has been prepared in accordance with both UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006, and any public announcements made by Darktrace plc during the interim reporting period.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

New standards, amendments, IFRIC interpretations and new relevant disclosure requirements adopted by the Group

A number of new or amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these standards.

New standards and interpretations not yet adopted 

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2023 reporting periods and have not been early adopted by the Group. These standards, amendments or interpretations are not expected to have a material impact on the Group in the current or future reporting periods an on foreseeable future transactions.

Going concern assessment

At the end of the reporting period the Group had $383.2 million of cash and cash equivalents. After considering the first half FY 2024 performance, the Group's principal risks and uncertainties in the current operating environment, and the continued relevance of the scenario analyses designed, as part of the FY 2023 year-end audit, to evaluate the capacity of the Group to withstand a prolonged period of adverse financial conditions, the Directors are satisfied that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of the interim financial statements. Accordingly, the Directors are of the view that the preparation of the consolidated interim financial statements on a going concern basis continues to be appropriate.

2 Key judgements and estimates

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results might differ from these estimates.

In preparing these interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 30 June 2023.

3 Operating segment

The Group has concluded that it operates only one operating segment as defined by IFRS 8 Operating Segments being the development and sale of cyber-threat defence technology. The information used by the Group's Chief Operating Decision Makers (CODMs) to make decisions about the allocation of resources and to assess performance is presented on a consolidated Group basis. Accordingly, no segment analysis is presented. Refer to note 4 for disaggregated analysis on revenue from contracts with customers. The non-current assets presented below exclude any deferred tax assets and deposits.

4 Revenue from contracts with customers

Disaggregation of revenue

Revenue recognised at a point in time is not significant to the reported results in any period. This includes revenue generated by separate contracts for training and sale of appliances. For the period this revenue amounted to $0.4 million (1H FY 2023 $0.2 million).