This
announcement contains inside information for the purposes of
Article 7 of the UK version of Regulation (EU) No 596/2014 which is
part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("MAR"). Upon the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
16 September 2024
Acuity
RM Group plc
('ACRM'
or the 'Company’ or the “Group”)
Interim
Results to 30 June
2024
Acuity RM Group plc (AIM:ACRM), which owns Acuity Risk Management
Limited (“Acuity”), today releases the interim results for the six
months ended 30 June 2024 (“H1 2024”
or the “Period”).
Highlights
for the Group for the Period:
•
Revenues:
£1.0m (H1 2023 actual for six months: £0.9m) (£0.347m from the date
of acquisition)
•
Cash
balance: £1.86m
(31 December 2023: £0.1m)
•
New
orders: up 21% to
£0.733m (30 June 2023:
£0.608m)
•
Sales
pipeline: £7.9m
(30 June 2023: £4.4m)
•
Partners:
c.25 per
cent. of the pipeline is partner sourced. New partners appointed
include BSI Group UK, and Sopra Steria.
Acuity now
has 15 active partners in North
America, the United Kingdom
and Europe
•
New
product: STORM,
counter terrorism risk management software has been
launched
•
Board
changes:
Kate Buchan was appointed to the board as Finance
Director
Angus Forrest, Chairman, commented:
“The
business has made progress over the past six months as evidenced by
the increase in revenues and value of new orders compared with
2023.
Acuity’s
management is ambitious and has been taking steps to accelerate the
rate of growth which is being supported by the successful fundraise
completed in June.”
For
further information please contact:
|
|
Acuity RM
Group plc
|
https://www.acuityrmgroup.com
|
Angus
Forrest
|
+44 (0) 20
3582 0566
|
Zeus
Capital Limited (NOMAD & Broker)
|
https://www.zeuscapital.co.uk
|
Mike Coe /
Sarah Mather
|
+44 (0) 20
3829 5000
|
Peterhouse
Capital (Joint broker)
|
|
Lucy
Williams / Duncan Vasey
|
+44 (0) 20
7469 0936
|
Clear
Capital (Joint broker)
|
|
Bob
Roberts
|
+44 (0) 20
3869 6080
|
Note to Editors
Acuity RM Group plc
Acuity
RM Group plc (AIM: ACRM), is an established provider of risk
management services. Its award-winning STREAM® software platform
collects and analyses data about organisations to improve business
decisions and management. It
is used by around 70 organisations in markets including government,
utilities, defence, broadcasting, manufacturing and
healthcare.
The
Company is focused on delivering long term, sustainable growth in
shareholder value. In the short to medium term this is expected to
come from organic growth and thereafter may also come from
complementary acquisitions.
Chairman’s
statement
I am
pleased to present the results of Acuity RM Group plc for the six
month period ended 30 June
2024.
The Group
has continued to make good progress in the Period, winning new
business, securing new partners and developing the Group’s
infrastructure and capability. In June
2024 the Company completed a fundraising to raise gross
proceeds of c. £1.0m to fund an acceleration in the development of
the business.
This
fundraise has strengthened the Group’s cash position which as at
30 June 2024 was £1.86m (31 December 2023: £0.1m).
The
Company's strategic aim remains unchanged, being to increase
revenues, particularly recurring revenues, to generate cash and
profits and so drive shareholder value.
Financial
overview
For the
Period the Group reported revenue of £1.0m, an operating loss of
£634k and a loss after tax of £590k.
In the
Period, whilst the Group won orders valued at over £733k (H1 2023:
£608k), it is disappointing that there were few new large orders to
announce because the larger opportunities have been complex and are
taking longer to convert. Importantly,
annual recurring revenue continues to build and was £900k for the
half year to 30 June 2024 (6 months
to June 2023: £806k). Total forward
contracted revenues as at 30 June
2024 stood at £3.107m (31 December
2023: £2.900m).
The sales
pipeline as at 30 June 24 was £7.9m
(£4.4m 30 June 2023).
As
referenced above, in June 2024, the
Company successfully raised £1.0m (before expenses) from new and
existing Shareholders. The Board is pleased to have received
support from its shareholders as well as having a number of new
institutional shareholders invest in the group alongside the
executive directors.
Operational
overview
During the
Period, the Group has strengthened the marketing team and launched
a campaign to enhance the Group’s position as a leading risk
management company in the governance risk and compliance (“GRC”)
market. The initiative aims to better communicate the value of the
Group’s offerings with changing market needs.
The Group
has expanded its sales structure during the Period by recruiting
experienced senior business development managers with a background
in the GRC market. Additionally, the Group has recruited new
partners to help increase sales in the UK, North America and Europe.
The
Group’s award-winning STREAM® is a GRC software platform, which
analyses data about organisations to improve business decisions and
management. It is used by organisations including government,
utilities, defence, broadcasting, manufacturing and healthcare.
Most customers use it for managing cybersecurity and IT risks and
for compliance with ISO 27001 and other standards and regulations.
STREAM® is sold on a SaaS or private cloud delivery (on-premise)
basis, typically with a three year licence, invoiced annually in
advance. Sales are made direct through the Company's own sales team
and via a growing network of partners in the UK, the US and
Europe.
The Group
is working on a major redevelopment of STREAM® to enhance the
product’s technical abilities and user experience.
In
April 2024, the Group launched a new
product, STORM. STORM is designed to address the emerging market
for managing risk assessment at venues and public events,
particularly those with a capacity of 800 or more. The Directors
believe there is a significant opportunity for this product, as
anticipated legislative requirements should drive demand, making
STORM a crucial addition to the Group’s portfolio.
Board
Kate Buchan, who joined the Company at the end of
November 2023, has been appointed to
the boards of the Company and Acuity as Finance
Director.
Kate has
over 25 years of experience as a chartered accountant, having
worked in head office finance functions for Lloyds Banking Group
and Credit Suisse.
Outlook
There is
much work to do to enable the Company to achieve its targets and
potential. The Board is implementing programmes to improve (1)
marketing and sales ability to seize upcoming growth opportunities
and (2) the products to broaden and strengthen their appeal.
Looking forward, the Board is confident that its initiatives will
deliver benefits and drive growth. I would like to thank the
shareholders, the staff, my colleagues on the Board and the
Company’s advisers for their continuing support.
Angus Forrest
Chairman
Condensed
consolidated statement of comprehensive income
For the 6
months ended 30 June 2024
|
Notes
|
Unaudited
6 months to 30 June 2024
|
Unaudited
6 months to 30 June 20231
|
Audited 12
months to December1
2023
|
|
|
£’000
|
£’000
|
£’000
|
|
|
|
|
|
Revenue
|
5
|
1,049
|
347
|
1,366
|
Cost of
sales
|
|
(103)
|
(33)
|
(112)
|
Gross
profit
|
|
946
|
314
|
1,254
|
|
|
|
|
|
Administrative
expenses
|
|
(1,533)
|
(649)
|
(2,167)
|
|
|
|
|
|
Operating
loss
|
|
(586)
|
(335)
|
(913)
|
|
|
|
|
|
Finance -
net expense
|
|
(11)
|
(1)
|
(19)
|
Loss on
investments
|
|
(36)
|
(73)
|
(66)
|
Share
based payments expense
|
|
-
|
25
|
(61)
|
Exceptional
Costs
|
|
-
|
-
|
(282)
|
Loss for
the period before taxation
|
|
(634)
|
(384)
|
(1,341)
|
Tax
|
|
44
|
-
|
-
|
Loss for
the period after taxation
|
|
(590)
|
(384)
|
(1,341)
|
|
|
|
|
|
Basic and
diluted (loss) per share from loss for the period
|
4
|
(0.48)p
|
(0.55)p
|
(1.39)p
|
1 The
comparatives include the results of the subsidiary, Acuity Risk
Management Limited, from date of acquisition, 25 April 2023.
Condensed
consolidated statement of financial position
For the 6
months ended 30 June 2024
|
Notes
|
Unaudited
6 months to 30 June 2024
|
Unaudited
6 months to 30 June 2023
|
Audited 12
months to December 2023
|
|
|
£’000
|
£’000
|
£’000
|
Non
current assets
|
|
|
|
|
Intangible
assets
|
|
5,315
|
6,204
|
5,387
|
Tangible
assets
|
6
|
10
|
10
|
8
|
Investments
at fair value through profit or loss
|
8
|
207
|
232
|
244
|
Total non
current assets
|
|
5,532
|
6,446
|
5,639
|
|
|
|
|
|
Current
assets
|
|
|
|
|
Trade and
other receivables
|
|
324
|
678
|
1,255
|
Cash and
cash equivalents
|
|
1,855
|
493
|
100
|
Total
current assets
|
|
2,179
|
1,171
|
1,355
|
|
|
|
|
|
Total
assets
|
|
7,711
|
7,617
|
6,994
|
|
|
|
|
|
Current
and long term liabilities
|
|
|
|
|
Trade,
other payables and loans
|
|
858
|
568
|
876
|
Deferred
income
|
|
2,403
|
1,406
|
2,030
|
Total
liabilities
|
|
3,261
|
1,974
|
2,906
|
|
|
|
|
|
Net
assets
|
|
4,450
|
5,643
|
4,088
|
|
|
|
|
|
Equity
|
|
|
|
|
Share
capital
|
7
|
2,796
|
2,767
|
2,767
|
Share
premium
|
|
13,370
|
12,269
|
12,447
|
Share
based payment reserve
|
|
112
|
67
|
112
|
Merger
reserve
|
|
1,012
|
1,833
|
1,012
|
Retained
earnings
|
|
(12,840)
|
(11,293)
|
(12,250)
|
Total
Equity
|
|
4,450
|
5,643
|
4,088
|
Condensed
consolidated statement of changes in equity
For the 6
months ended 30 June 2024
|
Share
capital
|
Share
premium
|
Share
based payments reserve
|
Merger
Reserve
|
Retained
Earnings
|
Total
Equity
|
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
|
|
|
|
|
|
|
Balance at
1 January 2023
|
2,688
|
8,385
|
51
|
1,012
|
(10,909)
|
1,227
|
|
|
|
|
|
|
|
Loss for
the year
|
-
|
-
|
-
|
-
|
(1,341)
|
(1,341)
|
Other
comprehensive income – issue of broker warrants
|
-
|
-
|
61
|
-
|
-
|
61
|
Total
comprehensive expense for the year
|
-
|
-
|
61
|
-
|
(1,341)
|
(1,280)
|
|
|
|
|
|
|
|
Contributions
by and distributions to owners
|
|
|
|
|
|
|
Issue of
shares net of transaction costs
|
79
|
4,062
|
-
|
-
|
-
|
4,141
|
Total
contributions by and distributions to owners
|
79
|
4,062
|
-
|
-
|
-
|
4,141
|
|
|
|
|
|
|
|
Balance at
31 December 2023
|
2,767
|
12,447
|
112
|
1,012
|
(12,250)
|
4,088
|
Loss for
the year
|
-
|
-
|
-
|
-
|
(590)
|
(590)
|
Issue of
shares net of transaction costs
|
29
|
923
|
-
|
-
|
-
|
952
|
Balance at
30 June 2024
|
2,796
|
13,370
|
112
|
1,012
|
(12,840)
|
4,450
|
Condensed
consolidated statement of cash flows
For the 6
months ended 30 June 2024
|
Unaudited
6 months to 30 June 2024
|
Unaudited
6 months to 30 June 2023
|
Audited 12
months to December 2023
|
|
£’000
|
£’000
|
£’000
|
Cashflows
from operating activities
|
|
|
|
(Loss)
before taxation
|
(634)
|
(384)
|
(1,341)
|
Adjustments
for:
|
|
|
|
Depreciation
and amortisation
|
81
|
63
|
137
|
Fair value
adjustments for listed investments
|
37
|
73
|
61
|
Share
based payments
|
-
|
(25)
|
61
|
R&D
tax rebate received
|
44
|
-
|
-
|
Decrease/(Increase)
in trade and other receivables
|
932
|
(544)
|
(823)
|
Increase
in trade and other payables
|
355
|
2,059
|
898
|
Subsidiary
working capital movement on acquisition
|
-
|
(1,849)
|
-
|
Net
cash used in operating activities
|
815
|
(607)
|
(1,007)
|
|
|
|
|
Cashflows
from investing activities
|
|
|
|
Purchase
of tangible fixed assets
|
(5)
|
-
|
(3)
|
Additions
to intangible fixed assets
|
(6)
|
-
|
-
|
Purchase
of investments in subsidiaries, net of cash acquired
|
-
|
-
|
(500)
|
Cash
acquired on acquisition
|
-
|
-
|
331
|
Net
cash flows from investing activity
|
(11)
|
-
|
(172)
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
Cash
raised through issue of shares (net of transaction
costs)
|
951
|
878
|
1,057
|
Net
cash flow from financing activity
|
951
|
878
|
1,057
|
|
|
|
|
Net
increase/(decrease) in cash and cash
equivalents
|
1,755
|
271
|
(122)
|
Cash and
cash equivalents at beginning of financial year
|
100
|
222
|
222
|
Cash
and cash equivalents at the end of financial
year
|
1,855
|
493
|
100
|
-
General
information
Acuity RM
Group plc (previously Drumz plc) is a company incorporated and
domiciled in the United Kingdom.
The Company is a public limited company, which is listed on AIM of
the London Stock Exchange, incorporated and domiciled in
England and Wales. The address of the registered office is
2nd
Floor, 80
Cheapside, London EC2V 6EE.
The
condensed consolidated interim financial report was approved for
issue by the Board of Directors on 16
September 2024.
The
Company successfully completed the acquisition of Acuity Risk
Management Limited (“Acuity RM”), in which it previously held a 25%
investment, on 25 April 2023 and
changed its name to Acuity RM Group plc.
The
principal activity of the Group is the provision of risk management
software, STREAM® and related services.
The financial information set out in this interim financial report
does not constitute statutory accounts as defined in Sections
434(3) and 435(3) of the Companies Act 2006. The Company’s
statutory financial statements for the year ended 31 December 2023 have been filed with the
Registrar of Companies and are available at
www.acuityrmgroup.com.
The auditor’s report on those financial statements was unqualified
and did not contain any statement under Section 498(2) or Section
498(3) of the Companies Act 2006.
2.
Basis of preparation
The
condensed consolidated interim financial report has been prepared
in accordance with the requirements of the AIM Rules for Companies
using accounting polices expected to be adopted for the year ending
31 December 2024.
As
permitted, the Company has chosen not to adopt IAS 34 “Interim
Financial Statements” in preparing this interim financial
information. The condensed consolidated interim financial
statements should be read in conjunction with the annual financial
statements for the year ended 31 December
2023. The interim financial statements have been prepared in
accordance with International Financial Reporting Standards as
adopted by the United Kingdom.
(“UK adopted IFRS”) and those parts of the Companies Act 2006
applicable to companies reporting in accordance with UK adopted
IFRS.
The
comparative figures for the financial year ended 31 December 2023 set out in these interim
statements are not the Group’s statutory accounts for that
financial year. Those accounts have been reported on by the
Company’s auditors and delivered to the Registrar of Companies. The
report of the auditors was (i) unqualified, (ii) did not include a
reference to any matters to which the auditor drew attention by way
of emphasis without qualifying their report, and (iii) did not
contain a statement under section 498 (2) or (3) of the Companies
Act 2006.
Going
concern
The
Directors, having made appropriate enquiries, consider that
adequate resources exist for the Company and Group to continue in
operational existence for the foreseeable future and that,
therefore, it is appropriate to adopt the going concern basis in
preparing the condensed consolidated interim financial statements
for the period ended 30 June
2024.
Risks
and uncertainties
The Board
continuously assesses and monitors the key risks of the business.
The key risks that could affect the Group’s medium-term performance
and the factors that mitigate those risks have not substantially
changed from those set out in the Company’s 2023 Annual Report and
Financial Statements, a copy of which is available on the Company’s
website:
www.acuityrmgroup.com.
Critical
accounting estimates
The
preparation of condensed consolidated interim financial report
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the end of the
reporting period. Significant items subject to such estimates are
set out in the Company’s 2023 Annual Report and Financial
Statements. The nature and amounts of such estimates have not
changed significantly during the interim period.
3. Accounting policies
Except as
described below, the same accounting policies, presentation and
methods of computation have been followed in these condensed
consolidated interim financial statements as were applied in the
preparation of the Group’s annual financial statements for the year
ended 31 December 2023.
3.1 Changes in accounting policy and
disclosures
(a)
Accounting developments during 2024
The
International Accounting Standards Board (IASB) issued various
amendments and revisions to International Financial Reporting
Standards and IFRIC interpretations. The amendments and revisions
were applicable for the period ended 30 June
2024 but did not result in any material changes to the
financial statements of the Group or Company.
Standard
|
Impact
on initial application
|
Effective
date
|
IAS
1
|
Non-current
liabilities with covenants
|
1 January
2024
|
IAS
1
|
Classification
of Liabilities as Current or Non-Current.
|
1 January
2024
|
IFRS
16
|
Lease
liability in a sale and leaseback
|
1 January
2024
|
IAS 7 and
IFRS 7
|
Supplier
finance arrangements
|
1 January
2024
|
IAS
21
|
Lack of
exchangeability
|
1 January
2024
|
(b)
New standards, amendments and interpretations in issue but not yet
effective or not yet endorsed and not early adopted
The Group
is evaluating the impact of the new and amended standards above
which are not expected to have a material impact on the Group’s
results or shareholders’ funds.
4. Loss per ordinary share
The loss per ordinary share is based on the weighted average number
of ordinary shares in issue during the period of 123,461,493
ordinary shares of 0.1p (2023: 70,042,357 ordinary shares of 0.1p).
(2023 was adjusted for share reorganisation 24 April 2023).
|
Unaudited
6 months to 30 June 2024
|
Unaudited
6 months to 30 June 2023
|
Audited
year to 31 December 2023
|
Loss
attributable to equity shareholders £’000
|
(590)
|
(384)
|
(1,341)
|
Loss per
ordinary share
|
(0.48)p
|
(0.55)p
|
(1.39)p
|
There was a consolidation and subdivision of the ordinary shares of
0.1p on 24 April 2023 following that
exercise the number of shares was reduced on the basis of 1 for
10.
All share numbers and loss per share have been adjusted to reflect
the change.
Diluted loss per share is taken as equal to basic loss per share as
the Company’s average share price during the period is lower than
the exercise price and therefore the effect of including share
options is anti-dilutive.
5.
Revenue and segmental analysis
The
following is an analysis of the Group’s revenue for the period from
continuing operations:
|
Unaudited
6 months to 30 June 2024
|
Unaudited
6 months to 30 June 20231
|
Audited
year to 31 December 20231
|
|
£’000
|
£’000
|
£’000
|
Fees and
Income from investee companies
|
-
|
20
|
15
|
|
|
|
|
Provision
of software licences and services consisting of:
|
1,049
|
327
|
1,351
|
|
|
|
|
Revenue
from subscriptions
|
900
|
299
|
1,114
|
Revenue
from services
|
149
|
28
|
237
|
1 The
comparatives include the subsidiary, Acuity Risk Management
Limited, from date of acquisition, 25 April
2023.
6.
Intangible Assets
|
Software
development
|
Other
Intangibles
|
Goodwill
Acquired on acquisition
|
Total
|
|
£’000
|
£’000
|
£’000
|
£’000
|
Cost or
valuation
|
|
|
|
|
B/f at 1
January 2024
|
670
|
264
|
5,154
|
6,088
|
Additions
|
6
|
-
|
-
|
6
|
Asset
reclass
1
|
-
|
(264)
|
-
|
(264)
|
C/f at 30
June 2024
|
676
|
-
|
5,154
|
5,830
|
|
|
|
|
|
Accumulated
amortisation
|
|
|
|
|
B/f at 1
January 2024
|
437
|
264
|
-
|
701
|
Charge for
period
|
78
|
-
|
-
|
78
|
Asset
re-class1
|
-
|
(264)
|
-
|
(264)
|
C/f at 30
June 2024
|
515
|
-
|
-
|
515
|
|
|
|
|
|
Net
book value as 30 June 2024
|
161
|
-
|
5,154
|
5,315
|
|
|
|
|
|
Net book
value as 30 June 2023
|
353
|
22
|
5,829
|
6,204
|
|
|
|
|
|
Net book
value as 31 December 2023
|
233
|
-
|
5,154
|
5,387
|
1 Asset
re-class relates to intangible assets which were fully amortised at
31 December 2023, (net book value was
zero), and are no longer in use. The cost and the accumulated
depreciation have been netted down.
7.
Share Capital
At the
30 June 2024 the Company’s share
capital was as follows:
Allotted,
issued and fully paid
|
Number
|
Value
£
|
|
|
|
Ordinary
shares of 0.1p each
|
150,128,159
|
150,128
|
Deferred
share of 0.1p each
|
2,645,945,765
|
2,645,946
|
|
|
|
Total
|
|
2,796,084
|
As at
31 December 2023 the number of
ordinary shares was 121,556,731. On 17 June
2024 the Company issued 28,571,428 ordinary 0.1p shares at a
price of 3.5p each raising an additional £1.0m gross of
costs.
The value
of the deferred shares shown in note 7 is nominal, they are
effectively valueless following the approval by Ordinary and
Deferred shareholders of resolutions to adopt new articles of
association in November
2022.
8.
Investment
The
Company acquired its legacy investment in KCR Residential REIT plc
(“KCR”) at a price of £0.70 per share in 2018. KCR is an AIM listed
real estate investment trust focused on the residential property
market. The investment was classed as fair value through profit and
loss in accordance with IFRS 9. The share price at 30 June 2024 was £0.09 per share and the closing
value at 30 June 2024 was £207,205.
(31 December 2023: £243,571 and
30 June 2023: £232,000). The
investment was valued downwards at 30 June
2024 by £36,366 in accordance with IFRS 13.
As KCR is
an AIM listed company, it is measured under level 1 of the fair
value hierarchy in accordance with IFRS 13:
-
Level 1:
quoted prices in an active market for identical assets or
liabilities. The fair value of financial instruments traded in
active markets is based on quoted market prices at the balance
sheet date. A market is regarded as active if quoted prices are
readily and regularly available and those prices represent actual
and regularly occurring market transactions on an arm’s-length
basis. The quoted market price used for financial assets held by
the Group is the closing price on the last day of the financial
year of the Group. These instruments are included in level 1 and
comprise FTSE and AIM-listed investments classified as held at fair
value through profit or loss.
All assets
held at fair value through profit or loss were designated as such
upon initial recognition.