This announcement contains inside information for the purposes of Article 7 of the
('ACRM' or the 'Company’ or the “Group”)
Interim Results to
Highlights for the
• Revenues : £1.0m (H1 2023 actual for six months: £0.9m) (£0.347m from the date of acquisition)
•
Cash balance:
£1.86m (
•
New orders:
up 21% to £0.733m (
•
Sales pipeline:
£7.9m (
•
Partners:
c.25 per cent. of the pipeline is partner sourced. New partners appointed include BSI Group
• New product: STORM, counter terrorism risk management software has been launched
•
Board changes:
For further information please contact:Acuity RM Group plc https://www.acuityrmgroup.comAngus Forrest +44 (0) 20 3582 0566Zeus Capital Limited (NOMAD & Broker) https://www.zeuscapital.co.ukMike Coe /Sarah Mather +44 (0) 20 3829 5000Peterhouse Capital (Joint broker)Lucy Williams /Duncan Vasey +44 (0) 20 7469 0936Clear Capital (Joint broker)Bob Roberts +44 (0) 20 3869 6080
Note to Editors
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
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
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
The sales pipeline as at
As referenced above, in
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
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
In
Board
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.
Chairman
Condensed consolidated statement of comprehensive income
For the 6 months ended
Notes Unaudited 6 months Unaudited 6 months Audited 12 months
to 30 June 2024 to 30 June 20231 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 (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 Costs - - (282)
Loss for the
period before (634) (384) (1,341)
taxation
Tax 44 - -
Loss for the
period after (590) (384) (1,341)
taxation
Basic and diluted
(loss) per share 4 (0.48)p (0.55)p (1.39)p
from loss for the
period
1
The comparatives include the results of the subsidiary,
Condensed consolidated statement of financial position
For the 6 months ended
Notes Unaudited 6 months Unaudited 6 months Audited 12 months
to 30 June 2024 to 30 June 2023 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 8 207 232 244
profit or loss
Total non current 5,532 6,446 5,639
assets
Current assets
Trade and other 324 678 1,255
receivables
Cash and cash 1,855 493 100
equivalents
Total current 2,179 1,171 1,355
assets
Total assets 7,711 7,617 6,994
Current and long
term liabilities
Trade, other 858 568 876
payables and loans
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 112 67 112
payment reserve
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
Share Share based Merger Retained
capital Share premium payments Reserve Earnings Total 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
comprehensive
income – - - 61 - - 61
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 2,767 12,447 112 1,012 (12,250) 4,088
December 2023
Loss for the - - - - (590) (590)
year
Issue of
shares net of 29 923 - - - 952
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
Unaudited 6 months Unaudited 6 months Audited 12 months to
to 30 June 2024 to 30 June 2023 December 2023
£’000 £’000 £’000
Cashflows from
operating activities
(Loss) before (634) (384) (1,341)
taxation
Adjustments for:
Depreciation and 81 63 137
amortisation
Fair value
adjustments for 37 73 61
listed investments
Share based payments - (25) 61
R&D tax rebate 44 - -
received
Decrease/(Increase)
in trade and other 932 (544) (823)
receivables
Increase in trade 355 2,059 898
and other payables
Subsidiary working
capital movement on - (1,849) -
acquisition
Net cash used in 815 (607) (1,007)
operating activities
Cashflows from
investing activities
Purchase of tangible (5) - (3)
fixed assets
Additions to
intangible fixed (6) - -
assets
Purchase of
investments in - - (500)
subsidiaries, net of
cash acquired
Cash acquired on - - 331
acquisition
Net cash flows from (11) - (172)
investing activity
Cash flows from
financing activities
Cash raised through
issue of shares (net 951 878 1,057
of transaction
costs)
Net cash flow from 951 878 1,057
financing activity
Net increase/
(decrease) in cash 1,755 271 (122)
and cash equivalents
Cash and cash
equivalents at 100 222 222
beginning of
financial year
Cash and cash
equivalents at the 1,855 493 100
end of financial
year
1. General information
The Company successfully completed the acquisition of
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
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
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
The comparative figures for the financial year ended
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
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
3.1 Changes in accounting policy and disclosures
(a) Accounting developments during 2024
The
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 1 January 2024
Non-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
(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 Unaudited 6 months to Audited year to 31
to 30 June 2024 30 June 2023 December 2023
Loss attributable to
equity shareholders (590) (384) (1,341)
£’000
Loss per ordinary (0.48)p (0.55)p (1.39)p
share
There was a consolidation and subdivision of the ordinary shares of 0.1p on
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 Unaudited 6 months to Audited year to 31
to 30 June 2024 30 June 20231 December 20231
£’000 £’000 £’000
Fees and Income from - 20 15
investee companies
Provision of
software licences 1,049 327 1,351
and services
consisting of:
Revenue from 900 299 1,114
subscriptions
Revenue from 149 28 237
services
1
The comparatives include the subsidiary,
6. Intangible Assets
Software Other Intangibles Goodwill Acquired on Total
development 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 2024 676 - 5,154 5,830
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 2024 515 - - 515
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
7. Share Capital
At the
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
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
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
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
All assets held at fair value through profit or loss were designated as such upon initial recognition.
