RNS Number : 9671L
Merit Group PLC
13 November 2024
 

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)

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)

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).

 

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