13
November 2024
Merit Group
plc
("Merit",
the "Company" or "the Group")
UNAUDITED
INTERIM RESULTS TO 30 SEPTEMBER 2024
Merit Group plc (AIM: MRIT), the
data and intelligence business, announces its unaudited interim
results for the half year ended 30 September 2024 which are in line
with the Trading Update announced on 21 October 2024.
Financial Highlights
§ Revenue of
£9.3m down 6.1% (H1 FY24: £9.9m)
§ Adjusted
EBITDA decreased by 32% to £1.2m (H1 FY24: £1.8m)
§ Adjusted
EBITDA margin decreased by 5.1 percentage points from 18.5% to
13.4%
§ Net cash
generated from operating activities of £0.7m (H1 FY24:
£0.7m)
§ Loss
before tax of £0.2m (H1 FY24: profit of £0.5m)
§ Net Debt
1 of £2.3m as at 30 September 2024 (30 September 2023:
£2.5m) with total available debt facilities of £3.7m
|
H1 FY25
|
H1 FY24
|
|
|
30 Sep 24
|
30 Sep 23
|
Change
5
|
|
|
|
|
Revenue
|
£9.3m
|
£9.9m
|
-6.1%
|
Gross
profit
|
£4.1m
|
£4.7m
|
-13.8%
|
Gross margin
2
|
44.0%
|
47.9%
|
|
Adjusted EBITDA
3
|
£1.2m
|
£1.8m
|
-32.0%
|
Adjusted EBITDA margin 4
|
13.4%
|
18.5%
|
|
(Loss)/profit
before tax
|
-£0.2m
|
£0.5m
|
|
Basic
(Loss)/earnings per share
|
-1.27p
|
1.47p
|
|
1.
Net debt comprises the aggregate of gross debt, excluding IFRS16
lease liabilities, and cash and cash equivalents as outlined in
Note 9.
2.
Gross margin is Gross profit as a percentage of
Revenue.
3.
Adjusted EBITDA is calculated as earnings before interest, tax,
depreciation, amortisation of intangible assets, share-based
payments and non-recurring items.
4.
Adjusted EBITDA margin is Adjusted EBITDA as a percentage of
Revenue.
5.
Year-on-year percentage change figures and margins are calculated
on unrounded numbers.
Operational Highlights
We have invested in the products
which are core to our client offerings and the tools &
technology which enable our colleagues to deliver first class
services, including having:
§ Developed
and launched an AI-led, marketing data collection platform;
enabling MD&T to profitably serve clients faster, with more
accurate data and at a competitive price point;
§ Developed
and integrated a new Dods People platform, providing extensive and
unrivalled coverage of the Westminster and Brussels political and
public affairs communities;
§ Within
MD&T, developed a Knowledge Agent platform using multiple AI
models to enable users to extract data points form reports,
diagrams, correspondence, web sites and PDFs.
§ Delivered
election specific content packages for the UK and European Union
elections undertaken in H1;
§ Renewed
user IT equipment for 70% of our global workforce and commenced the
renewal of our IT infrastructure to ensure we have the
capabilities, security and resilience expected in our
marketplaces;
We have continued to invest in
expanding our sales & marketing capabilities, in order to drive
long-term growth, including having:
§ Further
added to MD&Ts sales capabilities with the recruitment of a
dedicated technology sales team who have proven experience in
technology solutions;
§ increased
the size of our MD&T outbound tele-sales teams who are now
delivering 40-50 new business appointments each month;
§ completed
the recruitment of our expanded Dods Political Intelligence sales
& marketing team with a Brussels-based Marketing manager and
additional new business sales resource;
Whilst making these investments, we
continue to tightly manage our costs and cashflows, evidenced as
follows:
§ Dods
Political Intelligence EBITDA margin maintained at 30%+, and on an
underlying basis (excluding contribution from Other Operating
Income) at 25%+
§ MD&T
EBITDA margin held at double-digit levels (10% v 19% in H1 FY24),
despite the fall in revenue and additional investment in sales
& marketing
§ Net cash
generated from operating activities maintained at £0.7m (H1 FY24:
£0.7m)
Phil Machray, CEO and CFO of Merit
Group plc, said;
"The underlying market demand for
data and data-related technology is forecast to continue to grow in
the coming years and MD&T is well positioned to benefit from
this structural market growth. We have taken steps to strengthen
sales and marketing capabilities across the Group and expect to see
growth in the sales pipeline and an improvement in prospect
conversion over the next 18 months. Clearly the current dip in
revenues combined with the additional costs of investment in
product, sales & marketing is having and will have an impact on
profitability in the short-term. We are confident of
returning revenue to growth in the year to 31 March 2026; and,
given the Company's strong operational gearing, expect to report a
strong return to profitability. We remain
confident in delivering FY25 performance in line with the guidance
provided in our October 2024 Trading Update.
Our focus remains on strong
operational management, whilst pursuing revenue and earnings
growth, and we remain confident in the longer term outlook of the
business."
Mark Smith, Chairman,
commented;
"Whilst our focus remains on
operational management and investing in organic growth, we will
continue to explore opportunities to generate growth beyond what we
can expect organically within the context of maximising value for
shareholders."
For
further information, please contact:
Merit Group plc
Philip Machray - CEO/CFO
020 7593 5500
www.meritgroupplc.com
Canaccord Genuity Limited (Nomad and Broker)
Bobbie Hilliam
020 7523 8150
Harry Pardoe
BUSINESS AND OPERATIONAL REVIEW
Whilst trading of the Dods Political
Intelligence business continues to perform in line with
management's expectations, the revenues of MD&T in the period
have fallen by 8.5% year-on-year, as projects within the Data
Technology division have reached their conclusion and conversion of
the sales pipeline for new work has fallen short of expectations
with both macro and local factors impacting prospects' willingness
to commit to scale IT projects.
Group Revenue therefore decreased by
6.1% compared to H1 FY24, with Dods Political Intelligence revenues
of £3.5m in line with the £3.5m reported in H1 FY24 and MD&T
revenues of £5.8m falling 8.5% compared to the £6.4m reported in H1
FY24.
The reduction in revenue is mirrored
by a £0.7m reduction in Gross profit, as the investments in
product, sales and marketing have offset the natural reduction in
costs to serve. Gross profit margin has therefore reduced by
four percentage points from 48% in H1 FY24 to 44% in the current
period.
Administration costs have been
tightly controlled in the period and are down 7.7% compared to H1
FY24, despite inflationary cost pressures in both the UK and India.
£0.1m of Other Operating Income was recognised in the period,
primarily relating to R&D tax credits, which helped to offset
the £0.3m reduction in Other Operating Income derived from
transitional services provided to the previously disposed MET
operations during the comparative period.
The lower group revenue performance,
combined with the above mentioned investments and cost movements
has driven a reduction in Adjusted EBITDA - down 32.1% from £1.8m
in H1 FY24 to £1.2m in the current period.
Merit Data & Technology
The Merit Data & Technology
(Merit D&T) business provides a range of data and intelligence
products and services, as well as data technology
solutions.
For data & intelligence, the
business has a long-standing customer base that provide the
business with high levels of recurring revenue. Revenues of £3.3m
in the period from these activities were relatively stable (down 4%
on the £3.4m reported in H1 FY24). Within Data Technology,
projects are shorter in nature and typically have a scheduled
project-end or reduced level of activity after the core
technology-build phase. As a consequence, revenues are less
recurring in nature. Having achieved significant growth in
these revenues last year, adding some £1.2 million of Data
Technology revenues in FY24, it is disappointing to report a 13.6%
decline to £2.6m in the period (H1 F24: £3.0m) as a consequence of
not winning and onboarding sufficient opportunities to replace the
completed projects.
Revenue and gross profit shortfalls,
have resulted in an Adjusted EBIDTA for MD&T of
£0.6m
in the period, down 51% compared to
H1 FY24.
Despite the pressure on revenues, we
have retained our focus on pursuing long-term growth and continue
to operate with an increased level of sales & marketing
resources compared to prior periods. We have recruited
a dedicated technology sales team who have
proven experience in technology solutions.
We have secured new clients in the period including
Diversified Communications, With Intelligence,
Hyve, Honch and TMT Finance.
In addition, we continued to invest
in our capabilities, including having developed and launched a new AI-led, marketing data collection
platform which allows us to serve our marketing data clients
faster, with more accurate data and at a competitive price point.
We continue to make similar developments in our data-scraping and
data-collecting technologies including the development of a
Knowledge Agent platform, which uses multiple AI models to enable
users to extract data points form reports, diagrams,
correspondence, web sites and PDFs.
Dods Political Intelligence
Dods Political Intelligence (Dods)
is a provider of mission critical UK and European policy and
political data and intelligence to over 700 subscribers. Dods is
the UK's industry leader with an enviable reputation for the
comprehensiveness of its service and the quality of its analysis
and consultancy. The business benefits from subscription revenues
from a large, diverse and loyal subscriber base of blue-chip
customers in the public, private and not-for-profit
sectors.
In the first half of the year, Dods
revenue declined by 1.8% to £3.5m. Whilst the period included
some short-term revenues from Election Package products, the
elections in both Westminster and Brussels provide a degree of
disruption to the renewal of clients' subscriptions as a result of
their being a moratorium on new policy statements by both
parliaments during this time. With new Parliaments now elected in
Europe and the UK, we expect a busier period in the rest of the
year.
Dods reported Adjusted EBITDA of
£1.1m, in line with the £1.1m in the same period last year, despite
a reduction in Other Operating Income derived from the provision of
transitional services to the businesses that were disposed of in
November 2022. Those transitional services arrangements (reported
as Other Operating Income, not Revenue) largely came to an end in
FY24. On an underlying basis, excluding the other operating income
and associated costs, the first half margin was 27% compared to 25%
in H1 FY24.
In April, we launched a three year
growth plan for Dods, the 'Strategy for Growth', underpinned by new
customer research and investment in further product and service
improvements, with the first significant success being the
launch of a new integrated Dods People platform,
providing extensive and unrivalled coverage of the Westminster and
Brussels political and public affairs communities within our core
Political Intelligence Platform. We also completed the recruitment
of our expanded Dods sales & marketing team with a
Brussels-based marketing manager and additional new business sales
resource.
Central
Central costs continue to be closely
managed and were reduced by 14% year-on-year to £0.4m in the first
half, driven in part by the restructuring of the Board roles in
January 2024.
In contrast to prior years, the
Group reports no non-recurring items in the period, reflecting the
substantial completion of the Group's restructuring.
Outlook
Despite challenging economic
conditions and the recent fall in revenue, the underlying market
demand for data and data-related technology is forecast to continue
to grow in the coming years and the Board believes that MD&T is
well positioned to benefit from this structural market growth. The
Board has taken steps to strengthen sales and marketing
capabilities across the Group and expects to see growth in the
sales pipeline and an improvement in prospect conversion over the
next 18 months. The Board is confident of delivering performance in
line with the guidance provided in our October 2024 Trading Update;
returning revenue to growth in the year to 31 March 2026; and,
given the Company's strong operational gearing, expects to then
report a strong return to profitability.
FINANCIAL REVIEW
Income Statement
The Group's revenue decreased by
6.1% to £9.3m (H1 FY24: £9.9m).
Revenues from Merit Data and
Technology (MD&T) were £0.5m lower than the equivalent prior
half year (H1 FY25: £5.8m compared to H1 FY24: £6.4m), representing
a decrease of 8%. Dods revenues for the period decreased by 2% to
£3.5m (H1 FY24: £3.5m).
Gross profit for the period
decreased to £4.1m compared to the prior period (H1 FY24: £4.7m).
Gross margin decreased from 48% to 44%, driven by the Group's
reduced revenue and the impact of its operational
gearing.
Adjusted EBITDA decreased by £0.6m
to £1.2m (H1 FY24: £1.8m) due to the fall in revenue, operational
gearing, and a reduction of £0.2m in the contribution form
transitional services provided to the disposed MET business during
the period.
The reduction in operating profit,
from £0.9m in H1 FY24 to an operating profit of £0.2m in the
current period, reflects the £0.7m period-on-period reduction in
Gross Profit, together with the reduction in other operating income
relating mainly to the transitional services (see Note 12), offset
by a £0.2m saving in Administrative expenses. The Group's
operating profit is stated after non-cash depreciation and
amortisation charges of £1.0m (H1 FY24: £0.9m).
The net finance expense for the year
of £0.5m compares to £0.3m in H1 FY24, reflecting a £0.3m adverse
movement in the mark-to-market valuation of forward currency swaps,
with the INR/GBP rate increasing to 112 Indian Rupees to the pound
at 30 September 2024.
The loss for the year from
Continuing Operations, after a tax charge of £0.1m (H1 FY24:
£0.2m), amounted to £0.3m (H1 FY24: profit of £0.4m).
Earnings and Dividends
Earnings per share (basic and
diluted) from Continuing Operations in the period were a loss of
1.27 pence (H1 FY24: earnings of 1.47 pence, basic and diluted) and
were based on the loss for the period of £0.3m (H1 FY24: profit of
£0.4m) with a weighted average number of shares in issue during the
period of 23,956,124.
Adjusted earnings per share, both
basic and diluted, from Continuing Operations in the period were
1.08 pence (H1 FY24: 3.16 pence) and were based on the adjusted
profit after tax for the period of £0.3m (H1 FY24:
£0.8m).
Whilst the Company's focus remains
on maintaining financial flexibility and repositioning the business
for future growth, the Board is not proposing a dividend (H1 FY24:
£nil).
Going Concern
The Directors have considered the
position and projections of the Group for the purpose of assessing
Going Concern and remain satisfied with the Group's funding and
liquidity position.
Statement of Financial Position
Assets
Non-current assets of £36.9m (31
March 2024: £37.3m) comprise goodwill of £26.9m (31 March 2024:
£26.9m), intangible assets of £7.2m (31 March 2024: £7.3m),
property, plant and equipment of £0.6m (31 March 2024: £0.6m),
IFRS16 rights-of-use assets of £1.5m (31 March 2024: £1.9m),
investments of £0.4m (31 March 2024: £0.4m) and deferred tax assets
amounting to £0.3m (31 March 2024: £0.3m). Movements in the year
reflect amortisation and depreciation charges in the
period.
Current assets comprise Trade and
other receivables of £3.8m (31 March 2024:
£4.3m) and cash balances of £0.5m at the period end (31 March 2024:
£0.8m).
Total assets of the Group were
£41.2m (31 March 2024: £42.4m).
Liabilities
Current liabilities of £8.5m (31
March 2024: £8.8m) comprise Trade and other payables of £5.2m (31
March 2024: £5.7m), bank loans and borrowings of £2.4m (31 March
2024: £2.1m), IFRS16 lease liabilities of £0.8m (31 March 2024:
£1.0m) and defined benefit pension liabilities of £0.1m (31 March
2024: £0.1m).
Non-current liabilities of £1.4m (31
March 2024: £1.7m) comprise bank loans and borrowings of £0.5m (31
March 2024: £0.6m), IFRS16 lease liabilities of £0.6m (31 March
2024: £0.9m) and defined benefit pension liabilities of £0.3m (31
March 2024: £0.3m).
Movements in the year primarily
reflect the repayment of £0.5m of IFRS16 lease liabilities and the
drawdown of £0.2m of bank loans and borrowings.
Capital and reserves
Total equity decreased by £0.6m to
£31.3m (31 March 2024: £31.9m), reflecting the retained loss for
the period of £0.3m and £0.3m of exchange differences on
translation of foreign operations
Cash flows, liquidity and capital resources
Net cash generated by operations was
an £0.7m inflow in the period by comparison to £0.8m in H1 FY24.
After tax, net cash generated from operating activities amounted to
£0.7m (H1 FY24: inflow of £0.7m).
Investing activities, primarily
related to the addition of IT equipment and the internal
development of software amounted to £0.5m in the period, compared
to £0.2m in H1 FY24.
Total financing outflows were £0.4m
in the period (H1 FY24; £1.4m) comprising capital repayments on
leases (£0.5m) and repayment of scheduled term-loan payments
(£0.7m), offset by a further £0.9m draw down on the RCF
facilities.
Net debt amounted to £2.3m at the
period end (31 March 2024: £1.9m).
At 30 September 2024, the Group had
bank debt of £2.9m (31 March 2024: £2.6m) comprising amounts owed
on term loans and amounts drawn on a revolving credit facility
(RCF).
The Group had a term loan with £0.6m
outstanding (31 March 2024: £0.7m) taken out in July 2022 over a
five-year period, with interest at 3.5% over Bank of England
interest rate. The £1.8m term loan taken out in March 2023 to
part-fund disposal of the Shard lease, of which £0.6m was
outstanding at 31 March 2024, had been fully repaid at the period
end.
In addition, the Group had a £3.0m
RCF facility available through to September 2027, of which £2.2m
was drawn at the period end (31 March: £1.3m). Due to its revolving nature, this loan is all shown as due
within one year.
Phil
Machray
Chief Executive Officer & Chief
Financial Officer
Merit Group plc
Condensed consolidated income
statement
For
the half year ended 30 September 2024
|
Note
|
Unaudited
Half year
ended
30 Sept
2024
£'000
|
Unaudited
Half year
ended
30 Sept
2023
£'000
|
Audited
Year
ended
31 Mar
2024
£'000
|
|
|
|
|
|
Revenue
|
3
|
9,293
|
9,899
|
19,895
|
Cost of sales
|
|
(5,201)
|
(5,154)
|
(10,730)
|
Gross profit
|
|
4,092
|
4,745
|
9,165
|
|
|
|
|
|
Administrative expenses
|
|
(3,965)
|
(4,170)
|
(7,850)
|
Other operating income
|
|
114
|
293
|
346
|
Operating profit
|
|
241
|
868
|
1,661
|
Memorandum:
|
|
|
|
|
Adjusted EBITDA(1)
|
3
|
1,243
|
1,829
|
3,989
|
Depreciation of property, plant and
equipment
|
|
(129)
|
(88)
|
(173)
|
Depreciation of right-of-use
assets
|
|
(421)
|
(406)
|
(833)
|
Amortisation of intangible assets
acquired through business combinations
|
|
(293)
|
(294)
|
(587)
|
Amortisation of software intangible
assets
|
|
(187)
|
(142)
|
(345)
|
Adjusted EBIT(2)
|
|
213
|
899
|
(2,051)
|
Share-based payments
credit/(charge)
|
|
28
|
(31)
|
(63)
|
Non-recurring items
|
4
|
|
|
|
People-related costs
|
|
-
|
-
|
(202)
|
Fair value
movement on investments
|
|
-
|
-
|
(125)
|
Operating profit
|
|
241
|
868
|
1,661
|
Net finance
credit/(expense)
|
|
(465)
|
(339)
|
(777)
|
(Loss)/profit before tax from Continuing
Operations
|
|
(224)
|
529
|
884
|
Income tax charge
|
|
(80)
|
(176)
|
(336)
|
(Loss)/profit for the period from Continuing
Operations
|
|
(304)
|
353
|
548
|
Loss from Discontinued
Operations
|
|
-
|
-
|
(354)
|
(Loss)/profit for the period
|
|
(304)
|
353
|
194
|
|
|
|
|
|
|
|
(1) Adjusted EBITDA is
defined as the operating profit after adding back depreciation,
amortisation, share-based payments, and non-recurring
items.
(2) Adjusted EBIT is
defined as the operating profit after adding back share-based
payments and non-recurring items.
Earnings per share (pence)
Basic and Diluted
|
|
p per
share
|
p per
share
|
p per
share
|
Continuing Operations
|
5
|
(1.27p)
|
1.47p
|
2.29p
|
Discontinued Operations
|
5
|
-
|
-
|
(1.48p)
|
Basic total
|
5
|
(1.27p)
|
1.47p
|
0.81p
|
The notes on pages 14 to 24 form part
of these unaudited interim results.
Condensed consolidated statement of
comprehensive income
For
the half year ended 30 September 2024
|
Unaudited
Half year
ended
30 Sept
2024
£'000
|
Unaudited
Half year
ended
30
Sept 2023
£'000
|
Audited
Year
ended
31 Mar
2024
£'000
|
(Loss)/profit for the period
|
(304)
|
353
|
194
|
|
|
|
|
Items that may be subsequently reclassified
to
Profit and loss:
|
|
|
|
Foreign currency
translation:
|
|
|
|
Exchange differences on translation
of foreign operations
|
(254)
|
2
|
(138)
|
|
(254)
|
2
|
(138)
|
Remeasurement of defined benefits
obligation
|
7
|
(31)
|
(15)
|
Other comprehensive income for the period
|
(247)
|
(29)
|
(153)
|
Total comprehensive (loss)/profit for the
period
|
(551)
|
324
|
41
|
The notes on pages 14 to 24 form part
of these unaudited interim results.
Condensed consolidated statement of
financial position
As
at 30 September 2024
|
Note
|
Unaudited
30 Sept
2024
£'000
|
Unaudited
30 Sept
2023
£'000
|
Audited
31 Mar
2024
£'000
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
Goodwill
|
|
26,919
|
26,919
|
26,919
|
Intangible assets
|
7
|
7,174
|
7,566
|
7,300
|
Property, plant and
equipment
|
8
|
604
|
381
|
584
|
Right-of-use assets
|
10
|
1,493
|
2,198
|
1,914
|
Investments
|
|
350
|
474
|
350
|
Deferred tax assets
|
|
334
|
184
|
277
|
Total non-current assets
|
|
36,874
|
37,722
|
37,344
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
|
3,750
|
5,503
|
4,299
|
Cash and cash equivalents
|
|
545
|
1,069
|
782
|
Total current assets
|
|
4,295
|
6,572
|
5,081
|
Total assets
|
|
41,169
|
44,294
|
42,425
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
5,267
|
6,085
|
5,692
|
Defined benefit pension
obligation
|
|
70
|
77
|
79
|
Bank loan/RCF
|
9
|
2,391
|
2,910
|
2,091
|
Lease liability
|
10
|
790
|
597
|
977
|
Total current liabilities
|
|
8,518
|
9,669
|
8,839
|
Non-current liabilities
|
|
|
|
|
Pension obligation
|
|
261
|
312
|
283
|
Bank loan/RCF
|
9
|
462
|
621
|
552
|
Lease liability
|
10
|
649
|
1,583
|
893
|
Total non-current liabilities
|
|
1,372
|
2,516
|
1,728
|
Capital and reserves
|
|
|
|
|
Issued capital
|
11
|
6,708
|
6,708
|
6,708
|
Share premium
|
|
1,067
|
1,067
|
1,067
|
Retained profit
|
|
10,237
|
10,700
|
10,541
|
Redemption reserve
|
|
13,680
|
13,680
|
13,680
|
Translation reserve
|
|
(516)
|
(122)
|
(262)
|
Other reserves
|
|
(5)
|
(28)
|
(12)
|
Share option reserve
|
|
108
|
104
|
136
|
Total equity
|
|
31,279
|
32,109
|
31,858
|
Total equity and liabilities
|
|
41,169
|
44,294
|
42,425
|
The notes on pages 14 to 24 form part
of these unaudited interim results.
Condensed consolidated statement of
changes in equity
For
the half year ended 30 September 2024
Unaudited
|
Share
capital
£'000
|
Share
premium
reserve1
£'000
|
Retained
earnings
£'000
|
Capital
redemption
reserve2
£'000
|
Translation
reserve3
£'000
|
Other
reserves
£'000
|
Share
option
reserve4
£'000
|
Total
shareholders'
funds
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1
April 2023
|
6,708
|
1,067
|
10,347
|
13,680
|
(124)
|
3
|
73
|
31,754
|
Total comprehensive
income:
|
|
|
|
|
|
|
|
|
Profit for the six-month
period to 30 September 2023
|
-
|
-
|
353
|
-
|
-
|
-
|
-
|
353
|
Currency translation
differences
|
-
|
-
|
-
|
-
|
2
|
-
|
-
|
2
|
Remeasurement of defined
benefits obligations
|
-
|
-
|
-
|
-
|
-
|
(31)
|
-
|
(31)
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
31
|
31
|
|
|
|
|
|
|
|
|
|
At
30 September 2023
|
6,708
|
1,067
|
10,700
|
13,680
|
(122)
|
(28)
|
104
|
32,109
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income:
|
|
|
|
|
|
|
|
|
Loss for the six-month
period to 31 March 2024
|
-
|
-
|
(159)
|
-
|
-
|
-
|
-
|
(159)
|
Currency translation
differences
|
-
|
-
|
-
|
-
|
(140)
|
-
|
-
|
(140)
|
Remeasurement of defined
benefits obligations
|
-
|
-
|
-
|
-
|
-
|
16
|
-
|
16
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
32
|
32
|
|
|
|
|
|
|
|
|
|
At
31 March 2024
|
6,708
|
1,067
|
10,541
|
13,680
|
(262)
|
(12)
|
136
|
31,858
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income:
|
|
|
|
|
|
|
|
|
Loss for the six-month
period to 30 September 2024
|
-
|
-
|
(304)
|
-
|
-
|
-
|
-
|
(304)
|
Currency translation
differences
|
-
|
-
|
-
|
-
|
(254)
|
-
|
-
|
(254)
|
Remeasurement of defined
benefits obligations
|
-
|
-
|
-
|
-
|
-
|
7
|
-
|
7
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
(28)
|
(28)
|
At
30 September 2024
|
6,708
|
1,067
|
10,237
|
13,680
|
(516)
|
(5)
|
108
|
31,279
|
1 The share premium
reserve represents the amount paid to the Company by shareholders
above the nominal value of shares issued.
2 The capital
redemption reserve is a non-distributable reserve created on
cancellation of deferred shares.
3 The translation
reserve comprises foreign currency translation differences arising
from the translation of financial statements of the Group's foreign
entities into Sterling.
4 The share option
reserve represents the cumulative expense recognised in relation to
equity-settled share-based payments.
The notes on pages 14 to 24 form part
of these unaudited interim results.
Condensed consolidated statement of
cash flows
For
the half year ended 30 September 2024
|
Note
|
Unaudited
Half year
ended
30 Sept
2024
£'000
|
Unaudited
Half year
ended
30 Sept
2023
£'000
|
Audited
Year
ended
31 Mar
2024
£'000
|
|
|
|
|
|
Cash
generated by operations
|
6
|
673
|
836
|
2,287
|
Taxation paid
|
|
-
|
(181)
|
(426)
|
Net
cash generated from operating activities
|
|
673
|
655
|
1,861
|
Cash
flows from investing activities
|
|
|
|
|
Interest and similar income
received
|
|
7
|
18
|
26
|
Additions to intangible
assets
|
|
(354)
|
(94)
|
(324)
|
Additions to property, plant and
equipment
|
|
(149)
|
(128)
|
(418)
|
Acquisition of investments
|
|
-
|
(24)
|
(25)
|
Proceeds on disposal of
operations
|
|
-
|
-
|
450
|
Net
cash used in investing activities
|
|
(496)
|
(228)
|
(291)
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
Interest and similar expenses
paid
|
|
(120)
|
(215)
|
(407)
|
Payment of lease
liabilities
|
|
(480)
|
(494)
|
(1,003)
|
Receipt on disposal of lease
liabilities
|
|
-
|
462
|
577
|
Net drawdowns/(repayments) of bank
facility
|
|
210
|
(1,184)
|
(2,072)
|
Net
cash used in financing activities
|
|
(390)
|
(1,431)
|
(2,905)
|
Net
decrease in cash and cash equivalents
|
|
(213)
|
(1,004)
|
(1,335)
|
Opening cash and cash
equivalents
|
|
782
|
2,144
|
2,144
|
Effect of exchange rate fluctuations
on cash held
|
|
(24)
|
(71)
|
(27)
|
Closing cash at bank
|
|
545
|
1,069
|
782
|
Comprised of:
|
|
|
|
|
Cash and cash equivalents
|
|
545
|
1,069
|
782
|
Closing cash at bank
|
|
545
|
1,069
|
782
|
The notes on pages 14 to 24 form part
of these unaudited interim results.
1.
General information
Nature of operations
The principal activities of Merit
Group plc and its subsidiaries (the "Group") is the creation and
aggregation of high-quality data and intelligence information and
the provision of data technology services.
The Group operates primarily in the
UK, Europe and India.
Merit Group plc is a Company
incorporated in England and Wales and listed on the Alternative
Investment Market (AIM) in London. The registered office of
the Company and head office of the Group is 9th Floor,
The Shard, 32 London Bridge Street, London SE1 9SG.
Basis of preparation
This condensed set of financial
statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted
in the UK. The annual financial statements of the Group are
prepared in accordance with International Financial Reporting
Standards (IFRSs) in conformity with the requirements of the
Companies Act 2006. As required by AIM Rules, the condensed
set of financial statements has been prepared applying accounting
policies and presentation that were applied in the preparation of
the Group's published consolidated financial statements for the
year ended 31 March 2024.
The condensed consolidated financial
statements are neither audited in accordance with International
Standards on Auditing (UK) nor subject to review as per
International Standard on Review Engagements (ISRE) 2410. The
comparative figures for the year ended 31 March 2024 have been
extracted from the Group's statutory accounts for that financial
period. Those accounts have been reported on by the Company's
auditor and delivered to the registrar of companies. The
report of the auditor was (i) unqualified, (ii) did not include a
reference to any matters to which the auditor drew attention by way
of emphasis without qualifying their report, and (iii) did not
contain a statement under section 498(2) or (3) of the Companies
Act 2006.
Going concern
The Directors have considered the
financial projections of the Group, including cash flow forecasts
and the availability of committed bank facilities for the coming 12
months. They are satisfied that the Group has adequate resources
for the foreseeable future and that it is appropriate to continue
to adopt the going concern basis in preparing these interim
financial statements.
Approval date
The condensed set of interim
financial statements have been prepared on a going concern basis
and were approved by the Board on 13 November 2024.
2.
Critical accounting estimates and
judgements
When preparing financial statements,
the Group makes estimates and judgements concerning the future.
These estimates and judgements are typically based on
historical experience and expectations of future events that are
believed to be reasonable at the time. In the future, by
definition, actual events and experience may deviate from these
estimates and judgements.
The Directors considered the
critical accounting judgements and estimates applied in the
condensed consolidated financial statements were the same as those
applied in the Group's last statutory accounts for the year ended
31 March 2024.
3.
Segmental information
Business segments
The Group considers that it has two
operating business segments, Merit Data
& Technology (MD&T) and Dods, plus a (non-revenue
generating) central corporate segment.
The Merit Data & Technology
business segment focuses on the provision of data and intelligence,
including marketing data, and the provision of data-related
technology, including data engineering, machine learning, software
development, and technology resourcing.
The Dods business segment
concentrates on the provision of key
information and insights into the political and public policy
environments around the UK and the European Union.
The central corporate segment
contains the activities and costs associated with the Group's head
office and PLC listing.
The following table provides an
analysis of the Group's segment revenue by business
segment.
|
Unaudited
Half year
ended
30 Sept
2024
£'000
|
Unaudited
Half year
ended
30 Sept
2023
£'000
|
Audited
Year
ended
31 Mar
2024
£'000
|
|
|
|
|
Merit Data &
Technology
|
5,835
|
6,376
|
12,869
|
Dods
|
3,458
|
3,523
|
7,026
|
|
9,293
|
9,899
|
19,895
|
No client accounted for more than 10
percent of total revenue.
Group Revenue by stream
|
Unaudited
Half year
ended
30 Sept
2024
£'000
|
Unaudited
Half year
ended
30 Sept
2023
£'000
|
Audited
Year
ended
31 Mar
2024
£'000
|
|
|
|
|
Data and Intelligence
|
3,276
|
3,414
|
6,760
|
Data Technology
|
2,559
|
2,962
|
6,109
|
Political Intelligence
|
3,458
|
3,523
|
7,026
|
|
9,293
|
9,899
|
19,895
|
Unaudited half year ended 30 Sep 2024
Business segment profit before tax
|
MD&T
30
Sep
2024
£'000
|
Dods
30
Sep
2024
£'000
|
Central
30
Sep
2024
£'000
|
Total
30 Sep
2024
£'000
|
Adjusted EBITDA
|
615
|
1,056
|
(428)
|
1,243
|
Depreciation of property, plant and
equipment
|
(86)
|
(43)
|
-
|
(129)
|
Depreciation of right-of-use
assets
|
(250)
|
(171)
|
-
|
(421)
|
Amortisation of intangible assets
acquired through business combinations
|
(255)
|
(38)
|
-
|
(293)
|
Amortisation of software intangible
assets
|
(42)
|
(145)
|
-
|
(187)
|
Share based payments
|
-
|
-
|
28
|
28
|
Operating profit/(loss)
|
(18)
|
659
|
(400)
|
241
|
Net finance expense
|
(298)
|
(39)
|
(128)
|
(465)
|
Profit/(loss) before tax
|
(316)
|
620
|
(528)
|
(224)
|
Unaudited half year ended 30 Sep 2023
Business segment profit before tax
|
MD&T
30
Sep
2023
£'000
|
Dods
30
Sep
2023
£'000
|
Central
30
Sep
2023
£'000
|
Total
30 Sep
2023
£'000
|
Adjusted EBITDA
|
1,241
|
1,087
|
(499)
|
1,829
|
Depreciation of property, plant and
equipment
|
(55)
|
(33)
|
-
|
(88)
|
Depreciation of right-of-use
assets
|
(260)
|
(146)
|
-
|
(406)
|
Amortisation of intangible assets
acquired through business combinations
|
(255)
|
(39)
|
-
|
(294)
|
Amortisation of software intangible
assets
|
-
|
(142)
|
-
|
(142)
|
Share based payments
|
-
|
-
|
(31)
|
(31)
|
Operating profit/(loss)
|
671
|
727
|
(530)
|
868
|
Net finance expense
|
(80)
|
(45)
|
(214)
|
(339)
|
Profit/(loss) before tax
|
591
|
682
|
(744)
|
529
|
Audited year ended 31 Mar 2024
Business segment profit before tax
|
MD&T
31
Mar
2024
£'000
|
Dods
31
Mar
2024
£'000
|
Central
31
Mar
2024
£'000
|
Total
31 Mar
2024
£'000
|
Adjusted EBITDA
|
2,761
|
2,249
|
(1,021)
|
3,989
|
Depreciation of property, plant and
equipment
|
(98)
|
(75)
|
-
|
(173)
|
Depreciation of right-of-use
assets
|
(517)
|
(316)
|
-
|
(833)
|
Amortisation of intangible assets
acquired through business combinations
|
(510)
|
(77)
|
-
|
(587)
|
Amortisation of software intangible
assets
|
(61)
|
(284)
|
-
|
(345)
|
Share based payments
|
-
|
-
|
(63)
|
(63)
|
Non-recurring items
|
|
|
|
|
People-related costs
|
-
|
(27)
|
(175)
|
(202)
|
Fair value movement on investments
|
-
|
-
|
(125)
|
(125)
|
Operating profit/(loss)
|
1,575
|
1,470
|
(1,384)
|
1,661
|
Net finance expense
|
(297)
|
(98)
|
(382)
|
(777)
|
Profit/(loss) before tax from Continuing
Operations
|
1,278
|
1,372
|
(1,766)
|
884
|
4.
Non-recurring items
|
Unaudited
Half year
ended
30 Sep 2024
£'000
|
Unaudited
Half year
ended
30 Sep
2023
£'000
|
Audited
Year
ended
31 Mar
2024
£'000
|
|
|
|
|
Fair value movement on
investments
|
-
|
-
|
(125)
|
People-related costs
|
-
|
-
|
(202)
|
|
-
|
-
|
(327)
|
People-related costs incurred in the
year ended 31 March 2024 include deferred cash consideration on the
acquisition of Meritgroup Limited. Also included are redundancy
costs reflecting the effect of Group initiatives to appropriately
restructure the business.
5.
Earnings per share
Continuing Operations
|
Unaudited
Half year
ended
30 Sep 2024
£'000
|
Unaudited
Half year
ended
30 Sep
2023
£'000
|
Audited
Year
ended
31 Mar
2024
£'000
|
|
|
|
|
(Loss)/profit attributable to
shareholders
|
(304)
|
353
|
548
|
Add: non-recurring items
|
-
|
-
|
327
|
Add: amortisation of intangible
assets acquired through business combinations
|
293
|
294
|
587
|
Add: net exchange
(gains)/losses
|
297
|
79
|
250
|
Add: share-based payment
(credit)/expense
|
(28)
|
31
|
63
|
Adjusted post-tax profit from Continuing Operations
attributable to shareholders
|
258
|
757
|
1,775
|
|
Unaudited
Half year
ended
30 Sept
2024
Ordinary
shares
|
Unaudited
Half year
ended
30 Sept
2023
Ordinary
shares
|
Audited
Year
ended
31 Mar
2024
Ordinary
shares
|
|
|
|
|
Weighted average number of shares
|
|
|
|
In
issue during the period - basic
|
23,956,124
|
23,956,124
|
23,956,124
|
Adjustment for share
options
|
-
|
-
|
-
|
In
issue during the period - diluted
|
23,956,124
|
23,956,124
|
23,956,124
|
Performance Share Plan (PSP) options
over 1,420,791 Ordinary shares have not been included in the
calculation of diluted EPS for any of the above dates because their
exercise is contingent on the satisfaction of certain criteria that
had not been met at those dates.
Continuing Operations
|
Unaudited
Half year
ended
30 Sep 2024
Pence per
share
|
Unaudited
Half year
ended
30 Sep
2023
Pence per
share
|
Audited
Year
ended
31 Mar
2024
Pence per
share
|
|
|
|
|
Earnings per share
|
|
|
|
Basic
|
(1.27)
|
1.47
|
2.29
|
Diluted
|
(1.27)
|
1.47
|
2.29
|
Adjusted earnings per share
|
|
|
|
Basic
|
1.08
|
3.16
|
7.41
|
Diluted
|
1.08
|
3.16
|
7.41
|
6.
Cash generated by operations
|
|
Unaudited
Half year
ended
30 Sept
2024
£'000
|
Unaudited
Half year
ended
30 Sept
2023
£'000
|
Audited
Year
ended
31 Mar
2024
£'000
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
(Loss)/profit for the
period
|
|
(304)
|
353
|
194
|
Depreciation of property, plant and
equipment
|
|
129
|
88
|
173
|
Depreciation of right-of-use
assets
|
|
421
|
406
|
833
|
Amortisation of intangible assets
acquired through business combinations
|
|
293
|
294
|
587
|
Amortisation of other intangible
assets
|
|
187
|
142
|
345
|
Share-based payments
charge
|
|
(28)
|
31
|
63
|
Loss on disposal of fixed
asset
|
|
-
|
-
|
2
|
Fair value movement on
investments
|
|
-
|
-
|
125
|
Lease interest expense
|
|
49
|
64
|
124
|
Profit on disposal of operations
(before tax)
|
|
-
|
-
|
354
|
Interest income
|
|
(7)
|
(18)
|
(26)
|
Interest expense
|
|
120
|
215
|
407
|
Foreign exchange on operating
items
|
|
(12)
|
4
|
6
|
Income tax charge
|
|
80
|
176
|
336
|
Operating cash flows before movement in working
capital
|
|
928
|
1,755
|
3,523
|
Decrease/(increase) in trade and
other receivables
|
|
549
|
(463)
|
176
|
Decrease in trade and other
payables
|
|
(804)
|
(456)
|
(1,412)
|
Cash
generated by operations
|
|
673
|
836
|
2,287
|
7.
Intangible assets
|
Assets
acquired
through
business
combinations
|
Software
|
Under
Construction
Capitalised
costs
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Cost
|
|
|
|
|
At 1 April 2023
|
11,209
|
2,176
|
144
|
13,529
|
Additions - internally
generated
|
-
|
22
|
302
|
324
|
Software brought into use
|
-
|
144
|
(144)
|
-
|
At 31 March 2024
|
11,209
|
2,342
|
302
|
13,853
|
Additions - internally
generated
|
-
|
53
|
301
|
354
|
At
30 September 2024
|
11,209
|
2,395
|
603
|
14,207
|
Accumulated amortisation
|
|
|
|
|
At 1 April 2023
|
5,090
|
531
|
-
|
5,621
|
Charge for the year
|
587
|
345
|
-
|
932
|
At 31 March 2024
|
5,677
|
876
|
-
|
6,553
|
Charge for the period
|
293
|
187
|
-
|
480
|
At
30 September 2024
|
5,970
|
1,063
|
-
|
7,033
|
Net
book value
|
|
|
|
|
At 31 March 2023 - audited
|
6,119
|
1,645
|
144
|
7,908
|
At 31 March 2024 - audited
|
5,532
|
1,466
|
302
|
7,300
|
At
30 September 2024 - unaudited
|
5,239
|
1,332
|
603
|
7,174
|
8.
Property, plant and equipment
|
|
Leasehold
Improvements
|
IT
Equipment
and
Fixtures
and
Fittings
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Cost
|
|
|
|
|
At 1 April 2023
|
|
-
|
1,449
|
1,449
|
Additions
|
|
93
|
325
|
418
|
Disposals
|
|
-
|
(4)
|
(4)
|
At 31 March 2024
|
|
93
|
1,770
|
1,863
|
Additions
|
|
-
|
149
|
149
|
Disposals
|
|
-
|
(6)
|
(6)
|
At
30 September 2024
|
|
93
|
1,913
|
2,006
|
Accumulated depreciation
|
|
|
|
|
At 1 April 2023
|
|
-
|
1,108
|
1,108
|
Charge for the year
|
|
23
|
150
|
173
|
Disposals
|
|
-
|
(2)
|
(2)
|
At 31 March 2024
|
|
23
|
1,256
|
1,279
|
Charge for the period
|
|
24
|
105
|
129
|
Disposals
|
|
-
|
(6)
|
(6)
|
At
30 September 2024
|
|
47
|
1,355
|
1,402
|
Net
book value
|
|
|
|
|
At 31 March 2023 - audited
|
|
-
|
341
|
341
|
At 31 March 2024 - audited
|
|
70
|
514
|
584
|
At
30 September 2024 - unaudited
|
|
46
|
558
|
604
|
9.
Net debt
Net debt comprises the aggregate of
loans and borrowings, excluding IFRS16 lease liabilities, and cash
and cash equivalents, as follows:
|
Unaudited
Half year
ended
30 Sep 2024
£'000
|
Unaudited
Half year
ended
30 Sep
2023
£'000
|
Audited
Year
ended
31 Mar
2024
£'000
|
|
|
|
|
Bank loan / RCF due within one
year
|
2,391
|
2,910
|
2,091
|
Bank loan due after more than one
year
|
462
|
621
|
552
|
|
2,853
|
3,531
|
2,643
|
Cash and cash equivalents
|
(545)
|
(1,069)
|
(782)
|
Net
Debt
|
2,308
|
2,462
|
1,861
|
Interest-bearing loans and borrowings
At 30 September 2024, the Company's
secured loan facilities provided by Barclays comprised:
§ Term Loan:
a £1 million, five-year term loan, amortising on a straight-line
basis at c.£50,000 per quarter from July 2022;
§ RCF: a £3
million non-amortising, revolving credit facility for the five-year
duration of the Term Loan;
§ Both the
Term Loan and RCF accrues interest at 3.5% above Bank of England
base rate.
On 22 March 2023, the Company
secured a further £1.8 million 18-month Term Loan, amortising on a
straight-line basis at £300,000 per quarter, in order to fund the
disposal of the Company's Shard lease. This loan had been fully
settled in accordance with its repayment schedule by 30 September
2024.
10.
Leases
|
|
Right-of-use
assets
£'000
|
Lease
liabilities
£'000
|
As
at 1 April 2023
|
|
1,874
|
(1,880)
|
Additions
|
|
873
|
(873)
|
Depreciation
|
|
(833)
|
-
|
Lease Interest
|
|
-
|
(124)
|
Lease payments
|
|
-
|
1,007
|
As at 31 March 2024
|
|
1,914
|
(1,870)
|
Depreciation
|
|
(421)
|
-
|
Lease Interest
|
|
-
|
(49)
|
Lease payments
|
|
-
|
480
|
As
at 30 September 2024
|
|
1,493
|
(1,439)
|
|
|
|
|
Current
|
|
|
(790)
|
Non-current
|
|
|
(649)
|
The Consolidated income statement
includes the following amounts relating to leases:
|
Unaudited
Half year
ended
30 Sep 2024
£'000
|
Unaudited
Half year
ended
30 Sep
2023
£'000
|
Audited
Year
ended
31 Mar
2024
£'000
|
|
|
|
|
|
Depreciation charge of right-of-use
assets
|
421
|
406
|
833
|
|
Interest expense (included in finance
cost)
|
48
|
64
|
124
|
|
|
|
|
|
|
|
|
The right-of-use assets relate to
office space in four locations and at the balance sheet date have
remaining terms ranging up to 5 years.
There were £20,000 of expenses
relating to diminutive payments not included in the measurement of
lease liabilities (H1 FY24:
£20,000).
Lease liabilities includes
liabilities in respect of IT equipment with a cost of £77,000 (31
March 2024: £77,000). These assets are capitalised within IT
Equipment and Fixtures and Fittings(see Note 8).
11.
Issued Share Capital
|
28p
ordinary
shares
Number
|
Total
£'000
|
Issued share capital as at 30
September 2023
|
23,956,124
|
6,708
|
Issued share capital as at 31 March
2024
|
23,956,124
|
6,708
|
Issued share capital as at 30 September
2024
|
23,956,124
|
6,708
|
12.
Related party transactions
MET
operations
As part of the disposal of the MET
Operations in November 2022, the Group agreed to provide
transitional services to the Political Holdings Limited group of
companies covering areas such as occupancy, IT systems and support
and finance and accounting services. Political Holdings Limited is
considered a related party as it is controlled by Lord Ashcroft
KCMG PC, a substantial shareholder in the Company and Angela
Entwistle, a non-executive director of the Company, is a director
of Political Holdings Limited. In total, the group charged
£13,407 for these services during the period (H1 FY24: £293,364),
which has been recognised as Other Operating Income within the
Income Statement. At 30 September 2024, a balance of £86,206 (31
March 2024: £72,799) was outstanding in respect of invoicing for
these services.
Since its acquisition of the MET
operations, the Political Holdings Limited group has been a
customer of MD&T and was billed £41,130 (H1 FY24: £56,476)
during the period for marketing and data services. At 30 September
2024, there was a balance of £102,485 (31 March 2024: £62,302)
due.
Further, as part of the disposal,
the Group has continued to act as agent for the Political Holdings
Limited group, invoicing customers, collecting book debts and
paying for services under contracts which were pending legal
novation to Political Holdings Limited group companies.
During the period, revenue of £nil (H1 FY24: £887,393) was
invoiced, cash of £83,807 (H1 FY24: £1,968,961) was collected and
payments for purchases and payroll amounting to £105,025 (H1 FY24:
£769,009) were made by the Group on behalf of Political Holdings
Limited group companies. None of these revenues or costs are
recognised within the Income Statement of the Group. At 30
September 2024, £nil (31 March 2024: £12,946) of funds were held on
trust for Political Holdings Limited group companies.
Meritgroup Limited
acquisition
On acquisition of Meritgroup
Limited, an arm's length non-repairing 7-year lease was entered
into between a Merit subsidiary (Letrim Intelligence Services
Private Limited) and Merit Software Services Private Limited.
Cornelius Conlon, a Director of the Group, is the beneficial owner
of Merit Software Services Private Limited. The lease relates to
the Chennai office of MD&T. During the period, £303,339 (H1
FY24: £366,800) was payable to Merit Software Services Private
Limited in relation to the lease and other property-related costs.
At 30 September 2024, a balance of £3,670 (31 March 2024: £nil) was
outstanding in respect of these services.
Other related party
transactions
During the current and previous
period, Deacon Street Partners Limited, a company related by virtue
of Angela Entwistle, a Director of the Company also being a
Director, invoiced £15,000 (H1 FY24: £15,000) to the Company for
the services of Angela Entwistle as a Non-Executive Director. At 30
September 2024 the balance outstanding was £2,500 (31 March 2024:
£2,500).
System1 Group plc, a company related
by virtue of Philip Machray, a Director of the Company also being a
Director, is a customer of MD&T and was billed £38,705 (H1
FY23: £76,700) for Technology Resourcing Services. At 30 September
2024 the balance outstanding was £8,200 (31 March 2024:
£12,100).