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.
Interim Results 30 June 2024
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
2
Interim Results 30 June 2024
Condensed consolidated statement of comprehensive income
For the 6 months ended 30 June 2024
Notes | Unaudited 6 | Unaudited 6 | Audited 12 | |
months to 30 | months to 30 | months to | ||
June 2024 | June 20231 | 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 | 4 | (0.48)p | (0.55)p | (1.39)p |
for the period |
- The comparatives include the results of the subsidiary, Acuity Risk Management Limited, from date of acquisition, 25 April 2023.
3
Interim Results 30 June 2024
Condensed consolidated statement of financial position
For the 6 months ended 30 June 2024
Notes | Unaudited 6 | Unaudited 6 | Audited 12 | |
months to 30 | months to 30 | months to | ||
June 2024 | June 2023 | December | ||
2023 | ||||
Non current assets | £'000 | £'000 | £'000 | |
Intangible assets | 5,315 | 6,204 | 5,387 | |
Tangible assets | 6 | 10 | 10 | 8 |
Investments at fair value through profit or | 8 | 207 | 232 | 244 |
loss | ||||
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 |
4
Interim Results 30 June 2024
Condensed consolidated statement of changes in equity
For the 6 months ended 30 June 2024
Share | Share | Share | Merger | Retained | Total | |
capital | premium | based | Reserve | Earnings | Equity | |
payments | ||||||
reserve | ||||||
£'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 | - | - | 61 | - | - | 61 |
income - issue of broker | ||||||
warrants | ||||||
Total comprehensive | - | - | 61 | - | (1,341) | (1,280) |
expense for the year | ||||||
Contributions by and | ||||||
distributions to owners | ||||||
Issue of shares net of | 79 | 4,062 | - | - | - | 4,141 |
transaction costs | ||||||
Total contributions by and | 79 | 4,062 | - | - | - | 4,141 |
distributions to owners | ||||||
Balance at 31 December | 2,767 | 12,447 | 112 | 1,012 | (12,250) | 4,088 |
2023 | ||||||
Loss for the year | - | - | - | - | (590) | (590) |
Issue of shares net of | 29 | 923 | - | - | - | 952 |
transaction costs | ||||||
Balance at 30 June 2024 | 2,796 | 13,370 | 112 | 1,012 | (12,840) | 4,450 |
5
Interim Results 30 June 2024
Condensed consolidated statement of cash flows
For the 6 months ended 30 June 2024
Unaudited 6 | Unaudited 6 | Audited 12 | |
months to 30 | months to 30 | months to | |
June 2024 | June 2023 | December 2023 | |
Cashflows from operating activities | £'000 | £'000 | £'000 |
(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 | 932 | (544) | (823) |
receivables | |||
Increase in trade and other payables | 355 | 2,059 | 898 |
Subsidiary working capital movement on | - | (1,849) | - |
acquisition | |||
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 | - | - | (500) |
cash acquired | |||
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 | 951 | 878 | 1,057 |
transaction costs) | |||
Net cash flow from financing activity | 951 | 878 | 1,057 |
Net increase/(decrease) in cash and cash | 1,755 | 271 | (122) |
equivalents | |||
Cash and cash equivalents at beginning of | 100 | 222 | 222 |
financial year | |||
Cash and cash equivalents at the end of financial | 1,855 | 493 | 100 |
year |
6
Interim Results 30 June 2024
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.
7
Interim Results 30 June 2024
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.
8
Interim Results 30 June 2024
(b) New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and
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- | 1 January 2024 |
Current. | ||
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 |
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 | months to 30 | 31 December | |
June 2024 | June 2023 | 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.
9
Interim Results 30 June 2024
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 | |
months to 30 | months to 30 | to 31 Dec | |
June 2024 | June 20231 | 20231 | |
£'000 | £'000 | £'000 | |
Fees and Income from investee companies | - | 20 | 15 |
Provision of software licences and services | 1,049 | 327 | 1,351 |
consisting of: | |||
Revenue from subscriptions | 900 | 299 | 1,114 |
Revenue from services | 149 | 28 | 237 |
- The comparatives include, Acuity Risk Management Ltd, from date of acquisition, 25 April 2023.
6. Intangible Assets
Software | Other | Goodwill | Total | |
development | Intangibles | Acquired on | ||
acquisition | ||||
Cost or valuation | £'000 | £'000 | £'000 | £'000 |
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 |
- 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.
10