TIDMKRM
RNS Number : 5238M
KRM22 PLC
17 September 2019
RNS
17 September 2019
KRM22 plc
("KRM22", the "Group" or the "Company")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED 30 JUNE 2019
KRM22 plc (AIM: KRM.L), the technology and software investment
company, with a particular focus on risk management in capital
markets, announces its unaudited interim results for the six months
ended 30 June 2019 ("H1 2019" or the "Period").
Highlights
Financial
-- Total revenue of GBP1.8m (H1 2018 - GBP0.1m)
-- Annual recurring revenue ("ARR") of GBP4.1m at 30 June 2019 (H1 2018 - GBP1.0m)
-- GBP0.3m ARR generated through organic growth and new customer agreements in the period
-- Operating loss of GBP4.4m (H1 2018 - GBP1.4m)
-- Adjusted EBITDA loss* of GBP2.4m (H1 2018 - GBP0.9m)
-- Cash and cash equivalents at 30 June 2019 of GBP1.4m (FY 2018 - GBP3.4m)
-- Raised gross proceeds of GBP1.8m in the period through a
placement and subscription for new ordinary shares
-- Agreed a GBP10.0m loan facility, with an initial drawdown of GBP1.0m in April 2019
Operational
-- Acquisition of Object+ Holding B.V. ("Object+") in May 2019
to provide a suite of "pre-trade" and "at trade" market risk
applications generating GBP0.5m ARR
-- 3 Key partnership agreements signed to support the FCA's
Senior Managers and Certification Regime ("SMCR")
-- Global Risk Platform and Enterprise Risk Cockpit launched in March 2019
Post-Period Events
-- Partnership with Quant Foundry to allow quantitative risk
models to be integrated with the Risk Cockpit
-- Partnership with Veridate Financial to distribute and support
Digital Client Onboarding application through the Global Risk
Platform
* Adjusted EBITDA equals the reported operating loss before
interest, taxation, depreciation amortisation, share based payments
and exceptional items.
Commenting on the results, Executive Chairman and CEO of KRM22,
Keith Todd CBE, said:
"We have made significant progress in the first six months of
the year as we continue to build the company to become the market
leader in risk management for capital market firms. Although our
pipeline has increased over the period, reflecting new
opportunities, we did not close orders as expected during the
summer months. As a consequence, our ARR will be lower however the
Board and the executive team continue to monitor cash carefully and
we have taken appropriate action on our cost base. Our growing
suite of applications provided through the Global Risk Platform
helps firms address the cost and complexity of managing their risk
and simplify the procurement process. The growth in customer
numbers and increase in recurring revenue demonstrates our
commitment to investors to building a strong recurring revenue
business."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014
For further information please contact:
KRM22 plc InvestorRelations@krm22.com
Keith Todd CBE, Executive Chairman and CEO
Kim Suter, CFO
finnCap Ltd (Nominated Adviser and Sole Broker) +44 (0)20 7220 0500
Carl Holmes / Kate Bannatyne / Matthew Radley
Alice Lane / Sunila de Silva (ECM)
About KRM22 plc
KRM22 is a closed-ended investment company which listed on AIM
on 30 April 2018. The Company has been established with the
objective of creating value for its investors through the
investment in, and subsequent growth and development of, target
companies in the technology and software sector, with a focus on
risk management in capital markets.
Through its investments and the Global Risk Platform, KRM22
helps capital market companies reduce the cost and complexity of
risk management. The Global Risk Platform provides applications to
help address firms' regulatory, market, technology and operations
risk challenges and to manage their entire enterprise risk
profile.
Capital markets companies' partner with KRM22 to optimize risk
management systems and processes, improving profitability and
expanding opportunities to increase portfolio returns by leveraging
risk as alpha.
KRM22 PLC is listed on AIM and the Group is headquartered in
London, with offices in several of the world's major financial
centres.
See more about KRM22 at KRM22.com.
CHAIRMAN'S REPORT
In the first six months of the year we have made significant
progress in building out our product offering and have continued to
execute our strategy in line with our investing policy.
We have launched the Global Risk Platform which brings risk
applications together in one central place allowing smooth single
sign-on for all users and data sharing across applications. This
removes duplication, errors and the need for multiple data feeds
for each siloed risk application which currently presents
significant costs for firms.
The suite of risk applications available includes products
developed in-house by the assets and businesses the Company has
invested in and third-party specialised applications made available
through partnership and distribution agreements. These applications
allow customers to manage their firm's entire risk profile across
five domains of risk:
-- Enterprise;
-- Regulatory;
-- Market;
-- Technology; and
-- Operations
The Global Risk Platform allows risk to be managed across the
organisation while reducing the cost and complexity of capital
market firms' risk management software estates.
We are progressively making further applications available
through the Global Risk Platform to expand its offering.
Development progress
Enterprise Risk Cockpit
The Enterprise Risk Cockpit pulls risk data into one place
without the need for cumbersome spreadsheets, providing meaningful
management information for better informed decision making. The
Enterprise Risk Cockpit is relevant to our entire customer and
prospect base and is configurable to each firm's bespoke
requirements.
The Enterprise Risk Cockpit was launched through the Global Risk
Platform on 11 March 2019.
ProOpticus
ProOpticus provides real-time post-trade portfolio risk
management for capital market firms. Development has been completed
to integrate ProOpticus with the Enterprise Risk Cockpit to deliver
automated risk events and alerts to influence a firm's risk
profile.
Acquisitions progress
On 30 May 2019 we completed the acquisition of Object+, a risk
management and post-trade services technology business focused on
capital markets. At the time of investment, Object+ had 8 customers
and ARR of GBP0.5m. The acquisition of Object+ is the fourth
acquisition since our IPO in April 2018.
The acquisition was for an initial consideration of GBP0.9m with
GBP0.4m payable in cash and GBP0.5m through the issue of ordinary
shares in KRM22. An undiscounted deferred consideration of GBP2.2m
is payable in three tranches over a three-year period, subject to
earnout conditions based on the growth of ARR of Object+ products
and services. The deferred consideration is payable in cash or
shares, at KRM22's discretion.
The acquisition brought four additional products to our market
risk offering:
-- Order Limit Management: a centralised pre-trade limit
management system to combat time consuming and error prone
processes
-- Risk Monitor: allows firms to calculate positions, P&L,
theoretical value and margins in real-time, enabling risk-informed
decision making
-- Exchange Connector: retrieves clearing data from real time
exchange connections for downstream processing in multiple
applications
-- Reconciliation Tool: helps firms to quickly identify missing
trades and make the necessary corrections
These products are complimentary to our existing market risk
portfolio which includes ProOpticus which provides real-time,
multi-asset class post-trade portfolio risk management, and
ProOpticus VaR which provides three types of Value at Risk
calculations. The acquisition allows us to provide a full suite of
pre-trade, post-trade and stress risk management applications to
customers.
Partnerships progress
In the six months to 30 June 2019, we have entered into three
partnership and distribution agreements, and since this date we
have entered into an additional two partnership agreements.
Market Abuse Centre
The Market Abuse Centre is an online training portal designed to
deliver simple and interactive training through on-demand videos
and handbooks. The four training programmes (SMCR, Market Abuse,
Financial Crime and Misconduct at Work) allow firms to provide
annual training to their employees in a cost-effective and
efficient way, ensuring that they are compliant with the FCA's
mandatory training requirements.
On 16 April 2019, we added the Market Abuse Centre to the Global
Risk Platform through a partnership agreement with Dutch online
training firm Entrima.
Individual Accountability Regime and People Risk Management
Individual Accountability Regime is designed to be the industry
benchmark for financial organisations to comply with the FCA Senior
Management & Certification Regime ("SMCR"). It provides firms
with the control, visibility and agility to manage accountability
throughout the organisation.
People Risk Management enables financial institutions to manage
people risk efficiently in accordance with regulatory rules on
competence and conduct risks.
On 28 May 2019, we signed a partnership with Trailight to
distribute and support the Individual Accountability Regime and
People Risk Management applications through the Global Risk
Platform.
Enhanced Due Diligence
Enhanced Due Diligence provides online reputation screening on
individuals and firms to identify conduct risk, prevent financial
crime and to comply with the latest regulatory guidelines including
SMCR and AML. Using machine learning and natural language
processing, Enhanced Due Diligence searches all open web sources
including social media platforms, online chatrooms, legal records
and deep and dark web sources.
On 18 June 2019, we entered into a partnership agreement with
Neotas to distribute and support their Enhanced Due Diligence
application through the Global Risk Platform.
Quantitative Risk Analytics
Quantitative Risk Analytics is an additionally licenced
Enterprise Risk Cockpit feature providing seven quantitative risk
models to provide firms with more sophisticated analytics. Firms
licensing this feature will be able to see quantitative and
qualitative risk assessments alongside each other through a suite
of standardised views or custom dashboards depending on their
requirements.
On 10 July 2019, we entered into a partnership with Quant
Foundry to integrate their quantitative risk models with the
Enterprise Risk Cockpit and we expect this feature to be available
in Q1 2020.
Digital Client Onboarding
Digital Client Onboarding enables firms to manage the complexity
of onboarding clients more efficiently. Its end to end rules-driven
solution manages the documentation requirements and helps firms to
comply with KYC and AML regulations. The screening checks are
extensive, providing real-time monitoring of sanction and PEP
lists.
On 1 August 2019, we entered into a partnership with Veridate
Financial to distribute and support the Digital Client Onboarding
application through the Global Risk Platform.
Outlook
Fourteen months after listing, we have assembled a competitive
suite of products and built a large pipeline of prospects. Assets
we have invested in are performing better under the KRM22
leadership. Strategically we are well placed and are in active
discussion with a number of strategic investors to help fund the
next phase of growth.
At 30 June 2019, KRM22 had a total of GBP4.1m ARR and 37
institutional customers (FY 2018 - GBP3.3m ARR and 26 institutional
customers). Sales did not close during July and August as
anticipated however the sales pipeline continues to build with a
number of opportunities in advanced stages of negotiation and a
pipeline value of approximately GBP1.5m which could close before
the end of the year. Pursuant to the slower sales cycle, the Board
and executive team continue to monitor cash carefully and have
continued to reduce the cost base with the objective of ensuring
that the business can deliver the expected outturn for the year,
supplemented by tax credits it has applied for, which are expected
in October 2019.
The KRM22 team has achieved a lot in the challenging market
conditions in the first half of the year and I am confident that we
will successfully generate additional recurring revenue during the
remainder of 2019 and into 2020.
Keith Todd CBE
Executive Chairman and CEO
16 September 2019
INVESTING STRATEGY
To deliver applications through the Global Risk Platform, we
have continued to:
-- Invest in businesses with specialised risk management
software and subject matter expertise that deliver SaaS and
recurring revenue;
-- Develop the technology of the Global Risk Platform and our
own native applications, for example, the Enterprise Risk Cockpit;
and
-- Establish partnerships with third-party organisations to distribute further applications on a revenue-share model through the Global Risk Platform.
Specialised risk management businesses
There are a multitude of risk management software products
provided by small businesses who have deep subject matter expertise
but face challenges in scaling to a large market presence within
capital markets. By bringing such businesses into the KRM22
group:
-- Customers gain access to additional high-quality products;
-- The acquired businesses solve their scaling challenges; and
-- KRM22 will accelerate its Global Risk Platform offering and the breadth of its customer base.
The acquired applications we invest in are integrated with the
Global Risk Platform in progressive steps. In parallel, we continue
to generate new sales in each acquired business through our
business development function and experienced management,
leveraging the cross-selling opportunities created by our existing
customer base in addition to new business opportunities.
Investing policy
Our policy is to invest in businesses with some, or all, of the
following features:
-- are revenue generating and have a customer base;
-- have or are developing a desirable technology or software
offerings, principally within risk management;
-- have management with particular skills or sector expertise; and
-- where we believe that there are good growth opportunities
through strategic and operational guidance, and a platform to
scale.
Technology development
Core to KRM22's offering is the Global Risk Platform, the
underlying technology platform through which we deliver SaaS
applications to capital market customers. Our strategy is to
simplify the risk management application landscape by providing one
central place for customers to access risk applications. We are
committed to developing the Global Risk Platform, our native
application functionality and to rapidly integrate acquired
technology.
Distribution of third-party applications
Our strategy to deliver third-party specialised risk management
applications through the Global Risk Platform allows us to expand
our offering quickly and efficiently, providing customers with
further ways to reduce the cost and complexity of risk management
for their firm, and offering an additional route to market for
those application providers. KRM22 generates recurring revenue
through these partnerships on a revenue-share or mark-up basis.
FINANCIAL REVIEW
Financial numbers included in the period
The results for the six months to 30 June 2019 include one month
of Object+ revenue and costs (from 29 May 2019) and six months of
revenue and costs for all other KRM22 group companies. For
comparative purposes, the results for the six months to 30 June
2018 (H1 2018) include two and a half months of central costs for
KRM22 plus one month of Irisium revenues and costs.
Income statement
Total revenue
Total revenue reported in the period was GBP1.8m (H1 2018 -
GBP0.1m) and 96% was generated from recurring customer contracts.
The total revenue recognised includes non-recurring revenue of
GBP0.1m (H1 2018 - GBPnil).
Recurring revenue
Recurring revenue recognised for the period was GBP1.7m (H1 2018
- GBP0.1m) and this was six months of revenue generated by KRM22,
Irisium and ProOpticus and one month of revenue generated by
Object+. KRM22 is focused on building a recurring revenue business
and our key revenue metric is ARR. As at 30 June 2019, the KRM22
group had contracted ARR of GBP4.1m from 37 institutional
customers
Loss for the period
The operating loss for the period was GBP4.4m (H1 2018 - loss of
GBP1.4m).
Adjusted EBITDA
Adjusted EBITDA is a key metric to consider in order to
understand the cash-profitability of the business due in particular
to the non-cash items that impact the Income Statement under IFRS
accounting, such as non-cash share-based costs.
Adjusted EBITDA for the period was a loss of GBP2.4m (H1 2018 -
loss of GBP0.9m). The adjusted EBITDA is as per the operating loss
for the period, adjusted for:
-- Depreciation and amortisation GBP0.6m (H1 2018 - GBP0.0m);
-- Cost savings through restructuring of internal operations GBP0.3m (H1 2018 - GBPnil);
-- Non-recurring costs of acquisitions, debt facility and share
placement and subscriptions GBP0.6m (H1 2018 - GBP0.4m, mostly
attributable to the IPO listing on AIM); and
-- Share-based payments costs of GBP0.5m (H1 2018 - GBP0.2m).
Total comprehensive loss
KRM22 reported a total comprehensive loss for the period of
GBP4.4m (H1 2018 - loss of GBP1.4m).
Balance sheet
Cash
As of 30 June 2019, KRM22 held GBP1.4m in cash (FY 2018 -
GBP3.4m).
Debt facility
On 29 April 2019, KRM22 entered into a five-year debt facility
(the "Debt Facility") with Harbert European Growth Capital Fund II
("Harbert") to support future business growth and allow KRM22 to
pursue its pipeline of investment targets.
The Debt Facility is for up to GBP10.0m of which an initial
GBP1.0m was drawn down on 30 April 2019. The availability of
additional drawdowns is based on the value and growth of KRM22's
annualised recurring revenues. Drawdowns can be made until 31
December 2020.
The interest rate payable is 11% per annum on the initial
GBP1.0m drawdown. The interest rate payable on future additional
drawdowns will be at the higher of 11% or 11% plus one-year EURO
Libor. The Debt Facility is secured on the Group's long-term assets
and cash assets held however there are no covenants based on
KRM22's financial performance.
In conjunction with the Debt Facility, the Company has
constituted warrants over a number of Ordinary shares in the
Company to Harbert with a total value equal to a maximum of
GBP1.0m. Upon initial drawdown, warrants over 495,049 new Ordinary
Shares were issued with an exercise price of GBP1.01 per Ordinary
Share. Additional warrants will be issued in an amount equal to
5.6% of each subsequent drawdown of the Facility (up to a maximum
value of GBP500,000 in aggregate) calculated by reference to an
exercise price of the lower of a 10% discount to the prevailing
market price or GBP1.01 per new Ordinary Share.
Principal risks and uncertainties
There are a number of potential risks and uncertainties which
could have a material impact on KRM22's performance over the
remaining six months of the financial year and could cause actual
results to differ materially from expected results. The annual
report for the year ended 31 December 2018 included a detailed
explanation of the risks relevant to the Group on page 16 which is
available at www.krm22.com. In addition to the risks detailed in
the annual report, the Directors consider that Group has the
following additional risks and uncertainties as at the date of this
report.
Debt facility
The Debt Facility with Harbert requires KRM22 to comply with
various obligations including the payment of capital and interest
by the due dates and management information to be reported to
Harbert within agreed timeframes. Failure to meet these obligations
will result in an Event of Default which may result in Harbert
withdrawing the Debt Facility with all amounts accrued under the
Debt Facility becoming immediately due and payable which KRM22
would be unable to settle. This risk of being unable to pay Debt
Facility liabilities as they become due would be mitigated by
growth generated through new customer agreements and having a
strategic investor on board to help fund the next phase of growth.
The risk of non-compliance with reporting is mitigated by
maintaining a diary, with reminders in advance of all deadlines, so
that KRM22 complies with the various obligations.
Brexit
The continued uncertainty around Brexit poses inherent risks at
being able to accurately plan for the future. The risk is managed
by the Directors keeping abreast of the latest developments on
Brexit, it's possible implications and discussions by management
and the executive team.
Interim consolidated statement of comprehensive loss
for the six months ended 30 June 2019
Note 6 months 6 months
to to
30 Jun 2019 30 Jun 2018
(unaudited) (unaudited)
GBP'000 GBP'000
Revenue 5 1,770 73
Cost of sales (167) -
Gross profit 1,603 73
Administrative expenses (6,004) (1,488)
------------- -------------
Operating loss before interest, taxation,
depreciation, amortisation, share based
payment and exceptional items ("Adjusted
EBITDA") (2,433) (867)
Depreciation and amortisation (534) (2)
IPO funding expenses - (274)
Acquisition and debt expenses (611) (114)
Group restructuring costs (314) -
Share based payment expense (509) (158)
------------- -------------
Operating loss (4,401) (1,415)
------------------------------------------- ----- --- ------------- --- -------------
Net finance charge (91) (3)
Loss before taxation (4,492) (1,418)
Taxation 3 -
Loss for the period (4,489) (1,418)
Other comprehensive income/(expense)
Exchange gain/(loss) on translating
foreign operations 60 (2)
------------- -------------
Total comprehensive loss for the period (4,429) (1,420)
============= =============
Loss for the period attributable to:
Owners of the parent (4,249) (1,287)
Non-controlling interest (240) (131)
------------- -------------
(4,489) (1,418)
============= =============
Total comprehensive loss for the period
attributable to:
Owners of the parent (4,189) (1,289)
Non-controlling interest (240) (131)
------------- -------------
(4,429) (1,420)
============= =============
Earnings per share for loss for the
period attributable to the owners of
the parent during the period
Basic earnings per share (pence) 6 (0.24) (0.20)
Diluted earnings per share (pence) 6 (0.24) (0.20)
All amounts relate to continuing activities.
The notes on pages 12 to 15 form part of these interim financial
statements
Interim consolidated statement of financial position
at 30 June 2019
30 Jun 2019 31 Dec 2018
(unaudited) (audited)
GBP'000 GBP'000
Assets
Non-current assets
Goodwill 9,758 5,928
Other intangible assets 5,211 4,523
Property, plant and equipment 319 304
Right of use assets 1,364 1,602
------------- ------------
16,652 12,357
Current assets
Trade and other receivables 1,272 1,131
Cash and cash equivalents 1,437 3,355
------------- ------------
2,709 4,486
Total assets 19,361 16,843
Current liabilities
Trade and other payables 4,103 2,718
Loans and borrowings 202 -
------------- ------------
4,305 2,718
------------- ------------
Net current (liabilities)/assets (1,596) 1,768
Non-current liabilities
Trade and other payables 4,503 2,609
Loans and borrowings 1,929 1,193
Deferred tax liability 616 619
------------- ------------
7,048 4,421
Total liabilities 11,353 7,139
Net Assets 8,008 9,704
============= ============
Equity
Share capital 1,910 1,638
Share premium reserve 14,664 12,659
Merger reserve (190) (190)
Foreign exchange reserve 84 24
Share-based payment reserve 1,167 657
Retained earnings (9,526) (5,223)
---------- ---------
8,109 9,565
Non-controlling interest (101) 139
---------- ---------
Total equity 8,008 9,704
========== =========
The notes on pages 12 to 15 form part of these interim financial
statements
Interim consolidated statement of cash flows
for the six months ended 30 June 2019
6 months 6 months
to to
30 Jun 2019 30 Jun 2018
(unaudited) (unaudited)
GBP'000 GBP'000
Cash flows from operating activities
Loss for the period (4,489) (1,418)
Adjustments for:
Deferred tax credit (3) -
Net finance charge 91 3
Depreciation and amortisation 534 2
Share-based payment expense 509 158
Lease payments (314) -
------------- -------------
(3,672) (1,255)
Increase in trade and other receivables (69) (279)
Increase in trade and other payables 516 489
------------- -------------
447 210
Net cash outflows from operating
activities (3,225) (1,045)
============= =============
Cash flows from investing activities
Cash acquired on acquisition of subsidiary 42 -
undertakings
Acquisition of subsidiaries, net
of cash acquired (407) (1,779)
Purchases of intangible assets (909) -
Purchases of property, plant and
equipment (91) (21)
------------- -------------
Net cash used in investing activities (1,365) (1,800)
============= =============
Financing activities
Proceeds from issue of shares 1,761 10,320
Loans and borrowings 911 (530)
------------- -------------
Net cash from financing activities 2,672 9,790
============= =============
Net cash (decrease)/increase in cash
and cash equivalents (1,918) 6,945
Cash and cash equivalent at beginning 3,355 -
of the period
Cash and cash equivalent at end of
the period 1,437 6,945
============= =============
The notes on pages 12 to 15 form part of these interim financial
statements
Notes to the interim financial information
1. General information
KRM22 Plc (the "Company") is a public limited company
incorporated in England and Wales on 2 March 2018 under
registration number 11231735. The address of its registered office
is 5 Ireland Yard, London, EC4V 5EH. The Company listed on the
London Stock Exchange on 30 April 2018.
The principal activity the Company and together with its
subsidiaries (the "Group") is to develop and invest in leading risk
tools to support regulatory, market, technology and operational
risks.
The Board of Directors approved this interim report on 16
September 2019.
2. Basis of preparation and consolidation
These interim consolidated financial statements have been
prepared using accounting policies based on International Financial
Reporting Standards (IFRS and IFRIC Interpretations) issued by the
International Accounting Standards Board ("IASB") as adopted for
use in the EU. They do not include all disclosures that would
otherwise be required in a complete set of financial statements and
should be read in conjunction with the 31 December 2018 ('2018')
Annual Report. The financial information for the half years ended
30 June 2019 and 30 June 2018 does not constitute statutory
accounts within the meaning of Section 434 (3) of the Companies Act
2006 and both periods are unaudited.
The annual financial statements of KRM22 Plc ('the Group') are
prepared in accordance with IFRS as adopted by the European Union.
The comparative financial information for the year ended 31
December 2018 included within this report does not constitute the
full statutory Annual Report for that period. The statutory Annual
Report and Financial Statements for 2018 have been filed with the
Registrar of Companies. The Independent Auditors' Report on the
Annual Report and Financial Statements for the year ended 31
December 2018 was unqualified, did draw attention to a matter by
way of emphasis, being going concern and did not contain a
statement under 498(2) - (3) of the Companies Act 2006.
The Group has applied the same accounting policies and methods
of computation in its interim consolidated financial statements as
in its 2018 annual financial statements, except for those that
relate to new standards and interpretations effective for the first
time for periods beginning on (or after) 1 January 2019 and will be
adopted in the 2019 financial statements. There are no new
standards impacting the Group that will be adopted in the annual
financial statements for the year ended 31 December 2019; other
than IFRIC 23 'Uncertainty over Income Tax Positions' which is
effective for annual periods beginning on or after 1 January 2019.
IFRIC 23 clarifies how to recognise and measure current and
deferred income tax assets and liabilities when there is
uncertainty over income tax treatments. IFRIC 23 has had no impact
on the Group's consolidated financial statements.
3. Going concern
This Interim Report has been prepared on the assumption that the
business is a going concern. In reaching their assessment, the
Directors have considered a period extending at least 12 months
from the date of approval of this half-yearly financial report.
This assessment has included consideration of the forecast
performance of the business for the foreseeable future, the cash
and financing facilities available to the Group, and the repayment
terms in respect of the Group's borrowings. As such, the Directors
have concluded that taking account of the Group's contractually
secured working capital at the date of this report, there exists a
material uncertainly which may cast doubt as to the Groups ability
to continue as a going concern. However, given the existing
negotiations and the Company's track record of raising funding when
required, the Directors believe the Group will to continue as a
going concern for the foreseeable future. The interim financial
statements do not include the adjustments that would be required if
the Group were unable to continue as a going concern
Notes to the interim financial information
4. Accounting policies
Revenue recognition
Revenue comprises recurring revenue and non-recurring revenue
and is stated exclusive of VAT and sales tax.
All revenue is only recognised to the extent when services have
been delivered and the revenue can be reliably measured, regardless
of when the payment is being made. Revenue is measured at the fair
value of the consideration received or receivable.
The following specific recognition criteria are applied to each
revenue stream:
Recurring revenue
Recurring revenue comprises Software-as-a-Service (SaaS) license
fees which give the licensee a right to access the software for a
fixed period of time together with ongoing post-contract customer
support services comprising customer support (including designated
contacts, telephone and onsite support), hosting and maintenance
services, enhancements and minor and major upgrades. All of the
post-contract customer support services are bundled into one
service and are not readily distinguishable in terms of
apportioning the license fee between its constituent parts.
In applying the principles of IFRS15 'Revenue from Contracts
with Customers' the Directors consider that SaaS licenses provide
the customer with a right to access the software over a period of
time and that revenue generated from sales of software licenses is
recognised over the term of the license.
Where license fees are invoiced in advance, the income is
deferred and released over the term of the license with the balance
recorded within accruals and deferred income in the statement of
financial position.
Non-recurring revenue
Non-recurring revenue comprises one-off pieces of work including
implementation fees related to initial set-up services and ad-hoc
development services which are outside the scope of post-contract
customer services covered by the license fee.
Where implementation fees have only been partially completed at
the statement of financial position date, turnover represents the
value of service provided to date based on a proportion of the
total contract value. Where payments have been received from
customers in advance of services provided, the amounts are recorded
within accruals and deferred income in the statement of financial
position.
Intangible assets
Research expenditure is expensed to the income statement in the
year in which it is incurred. Expenditure on internal projects is
capitalised if it can be demonstrated that:
-- it is technically and commercially feasible to develop the asset for future economic benefit;
-- adequate resources are available to maintain and complete the development;
-- KRM22 is able to use the asset;
-- use of the asset will generate future economic benefit;
-- expenditure on the development of the asset can be measured reliably; and
-- it is KRM22's intention to complete the development and use or sell it.
Other development expenditure is recognised in the income
statement as an expense as incurred.
Capitalised development expenditure is stated at cost less
accumulated amortisation and less accumulated impairment
losses.
Notes to the interim financial information
4. Accounting policies (continued)
Earnings per share
Earnings per share are calculated by dividing profit or loss
after tax attributable to equity shareholders of the parent company
by the weighted average number of ordinary shares in issue during
the period.
Diluted earnings per share requires that the weighted average
number of ordinary shares in issue is adjusted to assume conversion
of all dilutive potential ordinary shares. These arise from awards
made under share-based incentive schemes. Instruments that could
potentially dilute basic earnings per share in the future have been
considered but were not included in the calculation of diluted
earnings per share because they are anti-dilutive for the periods
presented. This is due to the KRM22 incurring losses on continuing
operations for the year.
5. Revenue (and segmental reporting)
The Board of Directors, as the chief operating decision maker in
accordance with IFRS 8 Operating Segments, has determined that
KRM22 is organised for reporting purposes into a single global
business unit.
The Directors consider that the business has two revenue streams
with different characteristics, which are generated from the same
assets and cost base.
6 months 6 months
to to
30 Jun 2019 30 Jun 2018
(unaudited) (unaudited)
GBP'000 GBP'000
Recurring 1,703 73
Non-recurring revenue 67 -
------------- -------------
Total revenue 1,770 73
============= =============
KRM22's revenue from external customers by geography is detailed
below:
6 months 6 months
to to
30 Jun 2019 30 Jun 2018
(unaudited) (unaudited)
GBP'000 GBP'000
UK 177 23
Europe 308 38
USA 1,115 12
Rest of world 170 -
------------- -------------
Total 1,770 73
============= =============
Notes to the interim financial information
6. Loss per share
Basic earnings per share is calculated by dividing the loss
attributable to the equity holders of KRM22 by the weighted average
number of shares in issue during the period.
KRM22 has dilutive ordinary shares, this being warrants and
options granted to employees. As KRM22 has incurred a loss in the
period, the diluted loss per share is the same as the basic
earnings per share as the loss has an anti-dilutive effect.
6 months 6 months
to to
30 Jun 2019 30 Jun 2018
(unaudited) (unaudited)
GBP'000 GBP'000
Loss for the period attributable to equity
shareholders of the parent (4,249) (1,287)
Basic weighted average number of shares in
issue 17,427,356 6,446,122
Diluted weighted average number of shares
in issue 24,457,422 9,631,122
Basic and diluted loss per share (pence) (.24) (0.20)
7. Intangibles
The Group capitalised GBP0.9m of costs (H1 2018 - GBPnil, FY
2018 - GBP1.8m) representing the development of KRM22's products
during the period, resulting in a net book value of GBP2.7m (H1
2018 - GBPnil, FY 2018 - GBP1.8m) after an amortisation charge of
GBP0.0m (H1 2018 GBPnil, FY 2018 - GBPnil).
8. Acquisitions
On 30 May 2019, the Group completed the acquisition of Object+
Holding B.V. ("Object+"), a risk management and post-trade services
technology business focused on capital markets, for a maximum
consideration of US$3.9m (GBP3.1m).
The acquisition was for an initial consideration of US$1.2m
(GBP0.9m) with US$0.5m (GBP0.4m) payable in cash and US$0.7m
(GBP0.5m) through the issue of 606,909 ordinary shares in the
Company. The undiscounted deferred consideration is a maximum of
US$2.7m (GBP2.2m) payable in three tranches subject to earn-out
conditions based on the growth of annual recurring revenue of
Object+'s products and services. The deferred consideration can be
satisfied in either cash or Company ordinary shares at the
Company's discretion.
9. Cautionary statement
This document contains certain forward-looking statements
relating to KRM22 plc ('the Company'). The Company considers any
statements that are not historical facts as "forward-looking
statements". They relate to events and trends that are subject to
risk and uncertainty that may cause actual results and the
financial performance of the Company to differ materially from
those contained in any forward-looking statement. These statements
are made by the Directors in good faith based on information
available to them and such statements should be treated with
caution due to the inherent uncertainties, including both economic
and business risk factors, underlying any such forward-looking
information.
Copies of this report and all other announcements made by KRM22
plc are available on the Company's website at
https://www.krm22.com/investor-information.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR LLFEAAVIRLIA
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September 17, 2019 02:01 ET (06:01 GMT)
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