Registered number:
FOR THE YEAR ENDED 30 JUNE 2024
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ACOUSTIC MARKETING UK, LTD
COMPANY INFORMATION
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ACOUSTIC MARKETING UK, LTD
CONTENTS
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ACOUSTIC MARKETING UK, LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
Acoustic Marketing UK, Ltd present their consolidated financial statements and strategic report for the period ended 30th June 2024.
The Company is a wholly owned subsidiary of Acoustic L.P.
The Company provides primarily software-as-a-service ("SaaS") solutions. In 2023, the Company released Acoustic Connect, which is a business-to-consumer ("B2C") customer engagement platform providing multichannel marketing, personalized journey orchestration and behavioural insights. The intent of Acoustic Connect is to help brands to optimize and personalize their digital customer journeys to increase both conversion and retention. The Acoustic Marketing Cloud is a B2C, omnichannel marketing automation platform that enables quality customer experiences across digital channels including email, mobile, and SMS. The Acoustic Marketing Cloud delivers over 100 billion personalized messages annually for an international client base, including Fortune 500 companies, and offers multichannel marketing automation. In addition to the Acoustic Marketing Cloud, Acoustic also has two strategic business units with their own product portfolios: Tealeaf by Acoustic and DemandTec by Acoustic. Tealeaf by Acoustic provides customer experience insights that enable teams to identify, recreate, diagnose, prioritize, and fix customer experience friction in real-time. DemandTec by Acoustic is an Al-automated lifecycle pricing solution that helps retailers to deliver optimal everyday pricing, promotions, and markdowns across all retail channels. The Company does sell some products as on-premises solutions, and also provides and monetizes high-touch implementation Acoustic Marketing UK, Ltd concluded the transfer of trade from IBM and commenced operations as of 1st April 2020. Acoustic Marketing UK, Ltd heads up the international group of ten operating entities. The results of which are included in these group consolidated financial statements. During financail year 2023, the group sold a number of subsidiaries whose principal business did not align with that of the wider group. These subsidiaries, due to the natre of their busienss, were not best served by remaining part of the Acoustic group and instead were transferred to an unrelated third party as a going concern. The results of these subsidiaries have been included as discontinued operations within these financial statements. The company continued during the financial year an Audit Committee and Compensation Committee which both meet quarterly. These include independent board members with strong subject matter experts. Acoustic is supported by experienced outside parties, Baker Tilly for tax and UK payroll, various other in country payroll providers, CSC / Intertrust for global entity management compliance. Future year’s results will be compared against Acoustic’s internal objectives and key financial performance.
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ACOUSTIC MARKETING UK, LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Risks to the Company are generally limited as the parent company retains responsibility.
The Company’s operations are subject to certain risks and uncertainties including, amongst others, lack of operating history and uncertainty of future profitability. Since inception, the Company has suffered expected forecasted initial operating losses, principally from expenses associated with the Company’s establishment of operations as a stand-alone entity and operating restrictions placed on the Company through the asset purchase agreement. The company sells and provides credit on sales to its customers, this provides some risk. Trade debtors are recorded when a unconditional right to invoice and receive payments exists, such that only the passage of time is required before consideration is due. The company reviews outstanding debtors balances on a regular basis to assess their collectability. This is based upon historical write off expenses, known credit risks related to specific customers, the age of the trade debtors and economic conditions that may affect a customer’s ability to pay. The principal risks and uncertainties affecting the Group are: - General economic conditions - Competition in the local markets in which they operate; and - The ability to recruit, retain and motivate key employees The directors take steps to mitigate against these risks where possible and are confident that current strategies in place are appropriate to risks faced. Russia / Ukraine conflict In response to the Russia / Ukraine conflict, multiple jurisdictions, including the EU, UK, US, Canada, Japan and Australia have imposed initial tranches of economic sanctions on Russia. In addition to the imposition of sanctions, the group, like a growing number of public and private entities undertook voluntary action to curtail business activities in Russia. These actions included discontinuing operations in Russia including the provision of services and dissolution of the local entity during the previous financial year.
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ACOUSTIC MARKETING UK, LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
The performance of the company is measured at the Acoustic L.P. group level, sub-group level and local entity level where KPI’s are determined. The executive leadership team and board of the company review the performance of the group via the Monthly Operating Review (MOR). Within the MOR is actual v budget analysis for Income Statement, Balance Sheet, Churn accounts review, CARR analysis, headcount by function (compared to budget), cashflow reporting, AR and AP analysis.. There is a strong focus on EBIT and cashflow comparing to forecast of these critical areas.
During the financial year Acoustic underlaid our vision in Objectives & Key Results (OKRs) that we are putting in place to guide and manage our key performance indicators and objectives. These were: • Customer-centric culture: enable new and existing customer and partner success through relentless company focus on outcomes that matter most to them • Market-aligned innovation: develop and deliver on a platform, product and service offering vision and roadmap • Operational excellence & integrity: establish and deliver always-on and scalable offerings and operational capabilities • Smarter, better, together: forge an empowered, collaborative and high-performance team • Hit the numbers: achieve financial results that fund continuous growth, innovation and long-term viability Turnover The turnover of the consolidated UK Group for the 12 months to 30th June 2024 was $62,423,823, this includes revenue assigned from the respective IBM entities to the Acoustic entities. EBIT Earnings before interest and tax were $789,913, the Company has suffered expected forecasted initial losses, principally from expenses associated with the Company’s establishment of operations as a stand-alone entity and operating restrictions placed on the Company through the asset purchase agreement. In addition, there has been sales investment and R&D investment as the company focus on its future strategy and product roadmap developments.
In FY 2023, non-financial KPIs were used to measure employee engagement. The fulfilment of our staff is a key priority. Having engaged employees reduces staff turnover, improves productivity and helps us serve and retain our customers. Therefore, we undertook an employee engagement survey and occasional pulse survey’s during the financial year, the results were analysed and trends identified and an executive leadership team action plan was devised.
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ACOUSTIC MARKETING UK, LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Statement by the directors in performance of their statutory duties in accordance with S172(1) Companies Act 2006:
The directors of Acoustic Marketing UK Ltd consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and having regard (amongst other matters) S172 Companies Act 2006, in the decisions taken during the year ended 30th June 2024. When making decisions, each Director ensures that he/she acts in the way he/she considers, in good faith, would most likely promote the Company’s success for the benefit of its members as a whole, and in doing so have regard (among other matters) to: S172(1) (A) “The likely consequences of any decision in the long term” The Directors understand the business and the evolving environment in which we operate, including the challenges of navigating the divestiture from IBM to stand-up all aspects of operations globally. S172(1) (B) “The interests of the company’s employees” The Directors recognise that Acoustic employees are fundamental and core to our business and delivery of our strategic ambitions. The success of our business depends on attracting, retaining and motivating employees. From ensuring that we remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the Directors factor the implications of decisions on employees and the wider workforce, where relevant and feasible. Acoustic undertook an employee engagement survey and received feedback from employee’s and from the results action plans were devised from the results.
S172(1) (C) “The need to foster the company’s business relationships with suppliers, customers and others”
Delivering our strategy requires strong mutually beneficial relationships with suppliers, customers, governments, partners, investors. Acoustic seeks the promotion and application of certain general principles in such relationships. The ability to promote these principles effectively is an important factor in the decision to enter into or remain in such relationships and this alongside other standards are described in the Acoustic Global Code of Conduct. S172(1) (D) “The impact of the company’s operations on the community and the environment” We are committed to ensuring that Acoustic is a socially & environmentally responsible organisation with high ethical & business standards. By sourcing products in an ethical way, building sustainable and efficient supply chain solutions with our customers/suppliers, and by inspiring both our own people and our broader communities, we aim to minimise risk while maximising value for all our stakeholders.
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ACOUSTIC MARKETING UK, LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
S172(1) (E) “The desirability of the company maintaining a reputation for high standards of business conduct”
The Company periodically reviews and approves clear frameworks, such as Acoustic Global Code of Conduct, specific Ethics & Compliance manuals, to ensure that its high standards are maintained both within Acoustic businesses and the business relationships we maintain. This, complemented by the ways the Board is informed and monitors compliance with relevant governance standards help assure its decisions are taken and that Acoustic companies act in ways that promote high standards of business conduct as well as employees undertaking annual training for business conduct guidelines. Additionally Acoustic Information security has policies and procedures to adhere to customers and suppliers as well initiatives in relation to General Data Protection Regulation (GDPR). S172(1) (F) “The need to act fairly as between members of the company” The Directors consider to act fairly as between the Company’s members including future investment and business strategies as well as working to solid financial results as Acoustic realizes the potential of the divestiture and support from its private equity partners.
This report was approved by the board and signed on its behalf.
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ACOUSTIC MARKETING UK, LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their report and the financial statements for the year ended 30 June 2024.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The company’s principal objective is to manage risk by adhering to the group’s financial risk related policies andprocedures. The risk appetite of the group is considered low with procedures in place to mitigate key risks in theareas of credit, liquidity and cash flow risk.
The loss for the year, after taxation, amounted to $3,803,185 (2023 - loss $12,716,033).
The directors who served during the year were:
There are no plans to materially change the Company’s activities in the future.
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ACOUSTIC MARKETING UK, LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
The fulfilment of our staff is a key priority. Having engaged employees reduces staff turnover, improvesproductivity and helps us serve and retain our customers. Acoustic undertook an employee engagement surveyand occasional pulse survey’s during the financial year, the results were analysed and trends identified and anexecutive leadership team action plan was devised.
Delivering the Group's quality policy and future business and financial objectives requires strong mutuallybeneficial relationships with suppliers, customers, and other organisations. The Directors believe in lastingpartnerships, founded on a shared commitment to quality, value and service.
Acoustic is audited by an external third party each year with the goal of a successful SOC2 Type II Report andISO 27001/27017/27018 Certifications that we provide to customers and prospects to build Customer Trust. Acoustic obtained its first 12 month SOC2 Type II Report in July 2023 – a critical component in the CustomerTrust company objective. This report is provided to most prospects and customers to build customer trust thatwe will protect the data they provide us as part of our service delivery. Acoustic obtained fresh ISO 27001, ISO 27017, and ISO 27018 security certifications with no exceptions orfindings. These certifications are for general security controls, cloud security controls, and protection of PII incloud services respectively. ISO certifications are important and contractually required for our customers.
The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
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ACOUSTIC MARKETING UK, LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
There have been no significant events affecting the Group since the year end.
The auditors, Calders (1883) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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ACOUSTIC MARKETING UK, LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ACOUSTIC MARKETING UK, LTD
We have audited the financial statements of Acoustic Marketing UK, Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024, which comprise the Consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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ACOUSTIC MARKETING UK, LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ACOUSTIC MARKETING UK, LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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ACOUSTIC MARKETING UK, LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ACOUSTIC MARKETING UK, LTD (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Discussions were held with the directors with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. The following laws and regulations were identified as being of significance to the entity: • Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law and Tax and Pensions legislation. • Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business include GDPR, employment law, health and safety regultions and sanctions.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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ACOUSTIC MARKETING UK, LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ACOUSTIC MARKETING UK, LTD (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants & Statutory Auditors
30 Orange Street
WC2H 7HF
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ACOUSTIC MARKETING UK, LTD
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024
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ACOUSTIC MARKETING UK, LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
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ACOUSTIC MARKETING UK, LTD
REGISTERED NUMBER: 12046718
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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ACOUSTIC MARKETING UK, LTD
REGISTERED NUMBER: 12046718
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 25 to 46 form part of these financial statements.
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ACOUSTIC MARKETING UK, LTD
REGISTERED NUMBER: 12046718
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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ACOUSTIC MARKETING UK, LTD
REGISTERED NUMBER: 12046718
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 25 to 46 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
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