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 Unaudited 6 Audited 12 months
months to 30 June months to 30 June to December1 2023
2024 20231
£'000 £'000 £'000
Revenue 5 1,049 347 1,366
Cost of sales (103) (33) (112)
Gross profit 946 314 1,254
Administrative (1,533) (649) (2,167)
expenses
Operating loss (586) (335) (913)
Finance - net (11) (1) (19)
expense
Loss on (36) (73) (66)
investments
Share based - 25 (61)
payments
expense
Exceptional - - (282)
Costs
Loss for the (634) (384) (1,341)
period before
taxation
Tax 44 - -
Loss for the (590) (384) (1,341)
period after
taxation
Basic and 4 (0.48)p (0.55)p (1.39)p
diluted (loss)
per
share from
loss for the
period
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 Unaudited 6 Audited 12 months
months to 30 June months to 30 June to December 2023
2024 2023
£'000 £'000 £'000
Non current
assets
Intangible 5,315 6,204 5,387
assets
Tangible 6 10 10 8
assets
Investments 8 207 232 244
at fair
value
through
profit or
loss
Total non 5,532 6,446 5,639
current
assets
Current
assets
Trade and 324 678 1,255
other
receivables
Cash and 1,855 493 100
cash
equivalents
Total 2,179 1,171 1,355
current
assets
Total assets 7,711 7,617 6,994
Current and
long term
liabilities
Trade, other 858 568 876
payables
and loans
Deferred 2,403 1,406 2,030
income
Total 3,261 1,974 2,906
liabilities
Net assets 4,450 5,643 4,088
Equity
Share 7 2,796 2,767 2,767
capital
Share 13,370 12,269 12,447
premium
Share based 112 67 112
payment
reserve
Merger 1,012 1,833 1,012
reserve
Retained (12,840) (11,293) (12,250)
earnings
Total Equity 4,450 5,643 4,088
Condensed consolidated statement of changes in equity
For the 6 months ended 30 June 2024
Share Share Share based Merger Retained Total
capital premium payments Reserve Earnings Equity
reserve
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 2,688 8,385 51 1,012 (10,909) 1,227
January 2023
Loss for the - - - - (1,341) (1,341)
year
Other - - 61 - - 61
comprehensive
income
- issue of
broker
warrants
Total - - 61 - (1,341) (1,280)
comprehensive
expense for
the year
Contributions
by and
distributions
to owners
Issue of 79 4,062 - - - 4,141
shares net of
transaction
costs
Total 79 4,062 - - - 4,141
contributions
by and
distributions
to owners
Balance at 31 2,767 12,447 112 1,012 (12,250) 4,088
December
2023
Loss for the - - - - (590) (590)
year
Issue of 29 923 - - - 952
shares net of
transaction
costs
Balance at 30 2,796 13,370 112 1,012 (12,840) 4,450
June 2024
Condensed consolidated statement of cash flows
For the 6 months ended 30 June 2024
Unaudited 6 Unaudited 6 Audited 12 months
months to 30 June months to 30 June to December 2023
2024 2023
£'000 £'000 £'000
Cashflows from
operating
activities
(Loss) before (634) (384) (1,341)
taxation
Adjustments
for:
Depreciation 81 63 137
and
amortisation
Fair value 37 73 61
adjustments for
listed
investments
Share based - (25) 61
payments
R&D tax rebate 44 - -
received
Decrease/(Increa 932 (544) (823)
se) in trade
and other
receivables
Increase in 355 2,059 898
trade and other
payables
Subsidiary - (1,849) -
working capital
movement on
acquisition
Net cash used 815 (607) (1,007)
in operating
activities
Cashflows from
investing
activities
Purchase of (5) - (3)
tangible fixed
assets
Additions to (6) - -
intangible
fixed
assets
Purchase of - - (500)
investments in
subsidiaries,
net of cash
acquired
Cash acquired - - 331
on acquisition
Net cash flows (11) - (172)
from investing
activity
Cash flows from
financing
activities
Cash raised 951 878 1,057
through issue
of
shares (net of
transaction
costs)
Net cash flow 951 878 1,057
from financing
activity
Net 1,755 271 (122)
increase/(decrea
se) in cash
and cash
equivalents
Cash and cash 100 222 222
equivalents at
beginning of
financial year
Cash and cash 1,855 493 100
equivalents at
the end of
financial year
1. 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 Effective date
application
IAS 1 Non-current liabilities with 1 January 2024
covenants
IAS 1 Classification of 1 January 2024
Liabilities as Current or
Non-Current.
IFRS 16 Lease liability in a sale 1 January 2024
and leaseback
IAS 7 Supplier finance 1 January 2024
and IFRS arrangements
7
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 Unaudited 6 Audited year to
months to 30 June months to 30 June 31 December 2023
2024 2023
Loss attributable to (590) (384) (1,341)
equity shareholders
£'000
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 Unaudited 6 Audited year to
months to 30 June months to 30 June 31 December
2024 20231 20231
£'000 £'000 £'000
Fees and - 20 15
Income from
investee
companies
Provision of 1,049 327 1,351
software
licences and
services
consisting of:
Revenue from 900 299 1,114
subscriptions
Revenue from 149 28 237
services
1 The comparatives include the subsidiary, Acuity Risk Management Limited, from
date of acquisition, 25 April 2023.
6. Intangible Assets
Software Other Goodwill Total
development Intangibles Acquired on
acquisition
£'000 £'000 £'000 £'000
Cost or valuation
B/f at 1 January 670 264 5,154 6,088
2024
Additions 6 - - 6
Asset reclass 1 - (264) - (264)
C/f at 30 June 676 - 5,154 5,830
2024
Accumulated
amortisation
B/f at 1 January 437 264 - 701
2024
Charge for period 78 - - 78
Asset re-class1 - (264) - (264)
C/f at 30 June 515 - - 515
2024
Net book value as 161 - 5,154 5,315
30 June 2024
Net book value as 353 22 5,829 6,204
30 June 2023
Net book value as 233 - 5,154 5,387
31 December 2023
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.
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