REG - Merit Group PLC - Interim results
01/12/2022 07:00
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RNS Number : 1722I Merit Group PLC 01 December 2022
1 December 2022
Merit Group plc
("Merit", the "Company" or "the Group")
UNAUDITED INTERIM RESULTS TO 30 SEPTEMBER 2022
Merit Group plc (AIM: MRIT), the data and intelligence business, announces its
unaudited interim results for the half year ended 30 September 2022. The
Company is also pleased to announce completion of the disposal of the Dods MET
Operations.
Financial Highlights
· Strong year on year growth in Revenue from Continuing Operations to
£9.2m (H1 2021/22: Revenue £8.7m);
· Adjusted EBITDA of £1.1m (H1 2021/22: Adjusted EBITDA £1.6m),
reflecting increased costs primarily driven by wage inflation and a £0.3m
negative impact from GBP/INR exchange rates;
· Net cash generated from continuing operating activities of £0.4m (H1
2021/22: £0.4m);
· Disposal of the MET Operations completed for a cash consideration of
£4.5m(1);
· Cash balance of £1.8m and Net Debt (2) of £3.2m as at 30 September
2022, with total debt facilities of £5.0m; and
· Net Cash(2) at 30 November 2022, after disposal proceeds(1), of
£0.3m. Reduction in debt facility post disposal to £3.0m (£1.0m Term Loan
and £2.0m RCF) retaining financial flexibility.
Continuing Operations
H1 2022/23 H1 2021/22
30 Sep 22 30 Sep 21 Change(6)
Revenue £9.2m £8.7m 6.1%
Gross profit £4.6m £4.6m (1.1%)
Gross margin(3) 50% 53%
Adjusted EBITDA(4) £1.1m £1.6m (31.0%)
Net margin(5) 11.7% 18.0%
Loss after tax (£0.4m) (£0.1m)
Basic Earnings per share (1.8p) (0.4p)
Discontinued Operations
H1 2022/23 H1 2021/22
30 Sep 22 30 Sep 21 Change(6)
Revenue £4.8m £3.6m 31.0%
Adjusted EBITDA(4) loss (£0.3m) (£0.3m) (14.3%)
Loss after tax (£0.6m) (£0.6m) (1.0%)
1. £4.1m (90%) of net disposal proceeds received on completion, with the
remaining 10% due on settlement of completion accounts, expected by 31 March
2023.
2. Net debt/net cash comprises the aggregate of gross debt, excluding IFRS16
lease liabilities, and cash and cash equivalents.
3. Gross margin is Gross profit as a percentage of Revenue.
4. Adjusted EBITDA is calculated as earnings before interest, tax,
depreciation, amortisation of intangible assets, share based payments and
non-recurring items.
5. Net margin is Adjusted EBITDA as a percentage of Revenue.
6. Year-on-year percentage change figures are calculated on unrounded numbers.
Operational Highlights
· New sales team for Merit Data & Technology brought on board;
· Further recovery in Merit Data & Technology as marketing events
activity picked up following the pandemic; and
· New clients for Dods PI including Energy UK, Smart Energy, Council of
Europe, IDF Europe.
David Beck, CEO of Merit Group plc, said;
"The restructuring of the Group, which is focused on improving the Group's
prospects and shareholder value, continues at pace. In line with our strategy
to focus on the data and technology segment of the business intelligence
sector, we disposed of our media, events and training operations in the half
year.
"The Group is not immune from the impacts of a global recession and remains
cautious given the high inflation and interest rate environment in which it
operates. However, the ongoing business benefits from high levels of
subscription revenue in the Dods segment and long standing customer
relationships in Merit D&T, contributing to around 85% of the Group's
revenue now being recurring (derived from contracts of 12 or more months in
duration). The sale of the MET Operations has significantly reduced the
seasonality of the Group's EBITDA and strengthened the Company's financial
position."
For further information, please contact:
Merit Group plc
David Beck -
CEO
020 7593 5500
Philip Machray - CFO
www.meritgroupplc.com (http://www.meritgroupplc.com)
Canaccord Genuity Limited (Nomad and Broker)
Bobbie
Hilliam
020 7523 8150
This announcement is released by Merit Group plc and contains inside
information for the purposes of Article 7 of the Market Abuse Regulation (EU)
596/2014 ("MAR"), and is disclosed in accordance with the Group's obligations
under Article 17 of MAR. With the publication of this announcement, this
information is now considered to be in the public domain.
For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this announcement is being made on behalf of the Group by
David Beck, Chief Executive Officer.
BUSINESS AND OPERATIONAL REVIEW
The interim results are in line with expectations, despite some residual
impact from the COVID 19 Pandemic and challenging economic conditions arising
from the war in Ukraine. Adjusted EBITDA from Continuing Operations of £1.1m
in the first half compared to £1.6m in the prior year, with revenue
improvements partially offset by increased cost pressures, the full year cost
effect of management changes made in the prior year, and the deterioration in
the GPB/INR exchange rate.
Merit Data & Technology
The Merit Data & Technology ('Merit D&T') business has long-standing
customers that provide the business with high levels of recurring revenue. We
provide a range of data and intelligence products and services to largely UK
based customers, using our proprietary technology to enhance industry
intelligence and marketing data.
Merit Data & Technology reported Adjusted EBITDA of £0.7m in the first
half against £1.0m in the same period in the previous year. The significant
weakening of Sterling against the Indian Rupee impacted margins in the first
half; the exchange rate movement alone had an adverse impact of £323k, more
than accounting for the year-on-year reduction of £287k in Adjusted EBITDA.
The Sterling exchange rate's recent recovery and a close focus on costs,
should allow for margin improvement in the second half.
Joanna Edwards joined the business in June 2022 as the new CRO of Merit
D&T. Joanna comes with extensive sales management experience at Incisive
Media and Infopro Digital and will drive a new and expanded sales team at
Merit D&T.
Whilst onboarding the new sales team Merit D&T grew its revenue by 10%
year-on-year. Both our core sectors are doing well in terms of revenue growth.
Within the data segment, Marketing Data put in a particularly strong
performance as it benefited from increased marketing events activity post the
pandemic.
The business secured new clients in System1, Partnerize, Axco, EDI, Lowry
Systems and Wired (Conde Nast), and has also secured additional work from
existing clients Relx, CRU, PrisymID, BIP amongst others.
The Merit D&T business has faced increasing cost challenges post pandemic,
high levels of wage inflation in India, especially in the technology teams,
together with an increasing general inflation rate both in the UK and India.
Other costs related to home working that were saved during the pandemic have
returned.
Our new sales team will drive additional revenue and secure new clients in
2023 and the upgraded and expanded team also gives us an opportunity to push
further into eCommerce data services, where our investment in the DataWorks
Technology Platform will help us to secure new clients at much higher levels
of annual revenue.
Dods
The Dods business now comprises a leading political intelligence offering that
has over 800 subscribers and where we are the UK's industry leader with an
enviable reputation for the comprehensiveness of our service and the quality
of analysis that we provide customers. In the half year we continued the roll
out of our new platform to UK customers, which helped reduce churn and improve
the quality of customers' experience.
In the first half the Continuing Operations of Dods made Adjusted EBITDA of
£0.9m against £1.0m in the same period last year. New customers in the
period include Energy UK, Smart Energy, The Council of Europe and IDF Europe.
With the increased focus on this key service following the disposal of the MET
Operations, we are targeting growth through the addition of new sector
specialisms and a greater focus on European markets where we see opportunities
to grow our market share.
Board Change
Following the disposal of the Dods MET Operations, Munira Ibrahim, the MD of
the Dods business, has resigned and will be leaving the Board with immediate
effect. Munira has been with the Company for three and a half years and helped
to guide the business through a most difficult period. She oversaw many
significant improvements, most notably in our media titles and events
portfolio. The Board recorded its thanks to her for her contribution and
dedication, especially through the pandemic, a uniquely challenging time.
Outlook
The Group is not immune from the impacts of a global recession and remains
cautious given the high inflation and interest rate environment in which it
operates. However, the ongoing business benefits from high levels of
subscription revenue in the Dods segment and long standing customer
relationships in Merit D&T, contributing to around 85% of the Group's
revenue being recurring (derived from contracts of 12 or more months in
duration). The sale of the MET Operations has also significantly reduced the
seasonality of the Group's EBITDA and strengthened the Company's financial
position.
David Beck
CEO
Merit Group
plc
FINANCIAL REVIEW
On 27 October 2022, the Group announced that it had agreed to sell the Media,
Events and Training operations of its Dods segment (together, the "MET
Operations") for a cash consideration of £4.5 million. The Disposal completed
on 30 November 2022.
As a consequence of the disposal, the assets of the MET Operations have been
reclassified as assets held for resale within current assets; the transferring
liabilities of the MET Operations have been reclassified as liabilities
directly associated with assets classified as held for resale within current
liabilities; and the activities of the MET Operations have been classified as
Discontinued Operations within the Condensed Consolidated Income Statement.
Income Statement - Continuing Operations
The Group's revenue from Continuing Operations increased by 6.1% to £9.2m (H1
2021/22: £8.7m).
Revenues from Merit Data and Technology (MD&T) were £0.5m higher than the
equivalent prior half year (H1 2022/23: £5.6m; H1 2021/22: £5.1m),
representing an increase of 10%. Dods revenues for the period remained stable
at £3.6m (H1 2021/22: £3.6m).
Gross profit for the period was stable at £4.6m by comparison to the prior
period (H1 2021/22: £4.6m). Gross margin decreased from 53.3% to 49.7%,
driven by the Group's investment in sales & marketing resource within
MD&T.
Adjusted EBITDA decreased by £0.5m to £1.1m (H1 2021/22: £1.6m Adjusted
EBITDA) due to inflationary pressure on the UK and Indian cost bases, the
strengthening of the Executive management team and the impact of adverse
foreign exchange rate movements on the Group's Indian cost base.
The increase in operating loss, from a profit of £0.1m to a loss of £0.6m,
reflects the reduction in EBITDA. The Group's operating loss is stated after a
right-of-use assets charge of £0.7m (H1 2021/22: £0.6m), an amortisation on
acquired intangibles under business combinations of £0.3m (H1 2021/22:
£0.3m), a charge for intangible assets amortisation of £0.2m (H1 2021/22:
£0.1m), a charge for depreciation of tangible assets of £0.3m (H1 2021/22:
£0.3m), and non-recurring costs of £0.2m (H1 2021/22: £0.2m).
The net finance credit for the year of £0.1m compared to a net finance
expense of £0.2m in H1 2021/22, reflecting the favourable impact of foreign
exchange hedging.
The loss for the year from Continuing Operations, after a tax charge of £0.2m
(H1 2021/22: £nil), amounted to £0.4m (H1 2021/22: £0.1m loss).
Income Statement - Discontinued Operations
The results of the Group's MET Operations, which have been reclassified as
Discontinued Operations, are disclosed within Note 5. These show revenue of
£4.8m (H1 2021/22: £3.6m), an Adjusted EBITDA loss of £0.3m (H1 2021/22:
£0.3m Adjusted EBITDA loss) and a loss for the period of £0.6m (H1 2021/22:
£0.6m loss).
Earnings and Dividends
Adjusted earnings per share (basic and diluted) from Continuing Operations in
the period were a loss of 0.68 pence (H1 2021/22: earnings of 1.15 pence,
basic and diluted) and were based on the adjusted loss for the period of
£0.2m (H1 2021/22: £0.2m profit) with a weighted average number of shares in
issue during the period of 23,956,124.
Earnings per share, both basic and diluted, from Continuing Operations in the
period were a loss of 1.85 pence (H1 2021/22: loss of 0.41 pence) and were
based on the loss after tax for the period of £0.4m (H1 2021/22: loss of
£0.1m).
Total Earnings per share, both basic and diluted, in the period were a loss of
4.17 pence (H1 2021/22: loss of 3.11 pence) and were based on the loss after
tax for the period of £1.0m (H1 2021/22: £0.6m)
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 2021/22: £nil).
Going Concern
The Directors have considered the implications for Going Concern and remain
satisfied with the Company's funding and liquidity position. See further
comments below, under 'Statement of Financial Position'.
Statement of Financial Position
Assets
Non-current assets of £43.9m (31 March 2022: £47.0m) comprise goodwill of
£27.6m (31 March 2022: £28.9m), intangible assets of £8.7m (31 March 2022:
£9.8m), property, plant and equipment of £1.7m (31 March 2022: £1.8m), IFRS
16 rights-of-use assets of £4.9m (31 March 2022: £5.7m) and investments of
£1.0m (31 March 2022: £0.8m).
Investments include the Group 40% stake in the issued share capital of Sans
Frontières Associates (SFA) with a carrying value of £0.5m (31 March 2022:
£0.3m). The Group also loaned SFA £0.1m (31 March 2022: £0.2m) at the
period end. The loan was unsecured, carried no interest charge, and was repaid
in October 2022. Investments also include a 10.9% stake in DataWorks Ltd
with a carrying value of £0.5m (31 March 2022: £0.5m).
During the period, the group completed the sale of its 30% stake in Social 360
Limited, previously carried as an asset held for resale, for cash
consideration of £420,000.
The Group had a cash balance of 1.8m (31 March 2022: £2.3m) and gross bank
borrowings of £5.0m at the period end (31 March 2022: £4.4m).
Total assets of the Group were £53.9m (31 March 2022: £55.5m), of which
£3.6m are held for resale in respect of the MET operations which were
disposed after the period end.
Equity and Liabilities
The Group has a bank term loan of £3.0m (31 March 2022: £2.4m). The current
amount due is £0.2m (31 March 2022: £0.9m) and non-current is £2.8m (31
March 2022: £1.5m). The loan has a repayment schedule through to September
2027. £2.0 million of the term loan will be repaid following the disposal of
the MET operations. The Group also has a RCF loan facility of £2.0m available
through to September 2027. This RCF facility was fully drawn throughout the
period and stood at £2.0m at the period end (31 March 2022: £2.0m). Due to
its revolving nature, this loan is all shown as due within one year.
Current liabilities of £13.2m decreased by £1.1m during the period (31 March
2022: £14.3m) and include £3.1m of liabilities directly associated with the
assets of the MET Operations, which have been classified as held for resale.
Also within current liabilities, trade and other payables decreased from
£9.8m at 31 March 2022 to £6.2m at the period end, including a reduction of
£0.3m in VAT liabilities which were deferred from FY21 under an arrangement
made available as part of the UK Government's support for businesses impacted
by Covid-19. Deferred VAT at the period end was £0.2m (31 March 2022:
£0.5m).
Total equity reduced by £0.9m to £33.5m (31 March 2022: £34.4m), reflecting
the loss for the period.
Liquidity and capital resources
Net cash generated by operations was neutral at £0.0m inflow in the period by
comparison to an £0.3m outflow in H1 2021/22. Operating cashflow in respect
of working capital movement were significantly reduced year-on-year at £0.9m
outflow in the period compared to £1.4m in H1 2021/22 as the Group neared
completion of the repayment of operating liabilities deferred from prior
periods in response to Covid-19, with only £0.2m of deferred liabilities
outstanding at the period end (31 March 2022: £0.5m). The movement in working
capital of £0.9m also includes payment of the final £0.3m of deferred cash
consideration on the Meritgroup Limited acquisition, and £0.3m of payments to
HMRC as the Group fell within the VAT 'payment on account' regime.
After tax, net cash used in operating activities amounted to £0.2m (H1
2021/22: £0.4m) of which continuing operations generated £0.4m (H1 2021/22:
£0.4m) and discontinued operations used £0.6m (H1 2021/22: £0.8m).
Investing activities produced a net cash inflow of £0.3m in the period,
including the £0.4m receipt of proceeds from the sale of the Group's
investment in Social 360 Limited in August 2022. This compares to a net cash
outflow of £1.0m in the H1 2021/22, driven by the Group's investment in the
Political Intelligence platform and DataWorks.
Total financing outflow used in the servicing of bank debt and interest and
capital repayments on leases amounted to £1.1m in the period (H1 2021/22;
£1.3m) and the Group received a net inflow on the bank refinancing in July
2022 of £0.6m.
The cash position at the period end was £1.8m (31 March 2022: £2.3m). As at
30 September 2022, the Group had a net debt position of £3.2m (31 March 2022:
net debt of £2.1m).
Philip Machray
Chief Financial Officer
Condensed consolidated income statement
For the half year ended 30 September 2022
Unaudited Audited
Unaudited Half year ended Year ended
Half year ended 30 Sept 2021 31 Mar 2022
Continuing Operations Note 30 Sept 2022 (restated) (restated)
£'000 £'000 £'000
Revenue 3 9,229 8,698 17,981
Cost of sales (4,641) (4,060) (8,986)
Gross profit 4,588 4,638 8,995
Administrative expenses (5,142) (4,556) (10,489)
(554) 82 (1,494)
Operating loss from Continuing Operations
Memorandum:
1,080 1,566 2,302
Adjusted EBITDA(1)
(301) (296) (596)
Depreciation of property, plant and equipment
Depreciation of right-of-use assets (661) (641) (1,277)
Amortisation of intangible assets acquired through business combinations (255) (255) (511)
Amortisation of software intangible assets (163) (114) (255)
Share-based payments (31) - 48
Non-recurring items 4
Impairments and asset write offs - - (843)
People-related costs (150) (158) (316)
Other non-recurring items (73) (20) (46)
(554) 82 (1,494)
Operating loss from Continuing Operations
Net finance credit/(expense) 41 (167) (411)
Share of profit of Associate 252 - 144
Loss before tax from Continuing Operations (261) (85) (1,761)
(182) - 292
Income tax (charge)/credit
(443) (85) (1,469)
Loss for the period from Continuing Operations
Loss for the period from Discontinued Operations (556) (561) (103)
(999) (646) (1,572)
Loss for the period
(1) Adjusted EBITDA is defined as the operating loss after adding back
depreciation, amortisation, share-based payments, and non-recurring items.
100% of the loss is attributable to owners of the parent.
Earnings per share (pence)
p per share p per share p per share (restated*)
(restated*)
6 (1.85p) (0.41p) (6.57p)
Basic from Continuing Operations
6 (2.32p) (2.70p) (0.46p)
Basic from Discontinued Operations
6 (4.17p) (3.11p) (7.03p)
Basic total
Prior period earnings per share have been restated in accordance with IAS33 to
reflect the share consolidation and subdivision undertaken on 16 April 2021,
as detailed in Note 12.
The notes on pages 13 to 25 form part of these unaudited interim results.
Condensed consolidated statement of comprehensive income
For the half year ended 30 September 2022
Unaudited Unaudited Audited
Half year ended Half year ended Year ended
30 Sept 2022 30 Sept 2021 31 Mar 2022
£'000 £'000 £'000
Loss for the period (999) (646) (1,572)
Items that may be subsequently reclassified
to Profit and loss:
Exchange differences on translation of foreign operations 21 28 31
Remeasurement of defined benefits obligation 36 20 3
Other comprehensive income for the period 57 48 34
Total comprehensive loss for the period (942) (598) (1,538)
The notes on pages 13 to 25 form part of these unaudited interim results.
Condensed consolidated statement of financial position
As at 30 September 2022
Unaudited Unaudited Audited
30 Sept 2022 30 Sept 2021 31 Mar 2022
Note £'000 £'000 £'000
Non-current assets
Goodwill 8 27,642 28,911 28,911
Intangible assets 9 8,679 10,358 9,826
Property, plant and equipment 10 1,673 2,082 1,807
Right-of-use assets 4,869 6,541 5,660
Investment in associates 997 1,167 777
Total non-current assets 43,860 49,059 46,981
Current assets
Work in progress and inventories - 119 14
Trade and other receivables 4,448 5,786 5,569
Loan receivable 140 420 210
Cash and cash equivalents 1,834 2,804 2,321
6,422 9,129 8,114
Assets held for resale 3,591 - 410
Total current assets 10,013 9,129 8,524
Total assets 53,873 58,188 55,505
Current liabilities
Trade and other payables 6,168 10,966 9,718
Defined benefit pension obligation 84 78 85
Deferred consideration - 1,046 -
Bank loan/RCF 11 2,200 2,541 2,860
Lease liability 11 1,640 1,680 1,679
Liabilities directly associated with assets classified as held for resale 3,101 - -
Total current liabilities 13,193 16,311 14,342
Non-current liabilities
Deferred tax liability - 222 -
Pension obligation 232 146 197
Bank loan/RCF 11 2,800 2,024 1,518
Lease liability 11 4,153 6,045 5,042
Total non-current liabilities 7,185 8,437 6,757
Capital and reserves
Issued capital 12 6,708 5,821 6,708
Share premium 1,067 - 1,067
Retained profit/(loss) 12,033 13,958 13,032
Redemption reserve 13,680 13,680 13,680
Translation reserve (28) (52) (49)
Other reserves (6) (25) (42)
Share option reserve 41 58 10
Total equity 33,495 33,440 34,406
Total equity and liabilities 53,873 58,188 55,505
The notes on pages 13 to 25 form part of these unaudited interim results.
Condensed consolidated statement of changes in equity
For the half year ended 30 September 2022
Share Capital Share Total
Share premium Merger Retained redemption Translation Other option shareholders'
capital reserve(1) reserve(2) earnings reserve(3) reserve(4) reserves reserve(5) funds
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Unaudited
At 1 April 2021 19,501 20,866 409 (6,671) - (80) (45) 58 34,038
Total comprehensive income:
Loss for the period - - - (646) - - - (646)
Currency translation differences - - - - - 28 - - 28
Remeasurement of defined - - - - - - 20 - 20
benefits obligations
Transactions with owners:
Share consolidation (13,680) (20,866) (409) 21,275 13,680 - - - -
At 30 September 2021 5,821 - - 13,958 13,680 (52) (25) 58 33,440
At 1 April 2022 6,708 1,067 - 13,032 13,680 (49) (42) 10 34,406
Total comprehensive income:
Loss for the period - - - (999) - - - (999)
Currency translation differences - - - - - 21 - - 21
Remeasurement of defined - - - - - - 36 - 36
benefits obligations
Share-based payments - - - - - - - 31 31
At 30 September 2022 6,708 1,067 - 12,033 13,680 (28) (6) 41 33,495
1 The share premium reserve represents the amount paid to the Company by
shareholders above the nominal value of shares issued.
2 The merger reserve represents the accounting treatment in relation to
historical business combinations.
3 The capital redemption reserve is a non-distributable reserve created
on cancellation of deferred shares.
4 The translation reserve comprises foreign currency translation
differences arising from the translation of financial statements of the
Group's foreign entities into Sterling.
5 The share option reserve represents the cumulative expense recognised
in relation to equity-settled share-based payments.
The notes on pages 13 to 25 form part of these unaudited interim results.
Condensed consolidated statement of cash flows
For the half year ended 30 September 2022
Unaudited Unaudited Audited
Half year ended Half year ended Year ended
Note 30 Sept 2022 30 Sept 2021 31 Mar 2022
£'000 £'000 £'000
Cash generated by operations 7 6 (349) 696
Taxation paid (163) (85) (332)
Net cash (used in)/generated from operating activities (157) (434) 364
Cash flows from investing activities
Interest and similar income received 40 7 28
Additions to property, plant and equipment (132) (127) (314)
Additions to intangible assets (108) (568) (1,240)
Acquisition of investment (450) (450)
Proceeds from sale of Investment in Associates 410 - -
Repayment of long-term loan by Associate 70 140 350
Net cash raised/(used) in investing activities 280 (998) (1,626)
Cash flows from financing activities
Proceeds from issue of share capital - - 908
Interest and similar expenses paid (153) (87) (213)
Payment of lease liabilities (806) (913) (2,055)
Payment of lease interest (161) (280) (369)
Net drawings from bank facility 774 - -
Repayment of bank loan (152) (101) (253)
Net cash used in financing activities (498) (1,381) (1,982)
Net decrease in cash and cash equivalents (375) (2,813) (3,244)
Opening cash and cash equivalents 2,321 5,565 5,565
Effect of exchange rate fluctuations on cash held (112) 52 -
Closing cash at bank 1,834 2,804 2,321
Comprised of:
Cash and cash equivalents 1,834 2,804 2,321
Closing cash at bank 1,834 2,804 2,321
The notes on pages 13 to 25 form part of these unaudited interim results.
Notes to the condensed consolidated financial statements
For the half year ended 30 September 2022
1. Basis of preparation
Merit Group plc is a Company incorporated in England and Wales.
This condensed set of financial statements has been prepared in accordance
with IAS 34 Interim Financial Reporting as adopted by 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 2022.
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 2022 have been extracted from
the Group's statutory accounts for that financial period and, where
applicable, have been restated to remove Discontinued Operations as outlined
in note 5. 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.
2. Critical accounting estimates and judgements
Accounting estimates and judgements
The Group makes estimates and judgements concerning the future and the
resulting estimates may, by definition, vary from the actual results. The
Directors considered the critical accounting estimates and judgements used in
the interim financial statements and concluded that the main areas of
judgement and estimates are:
Significant Financial Judgements
§ Going concern
§ Recognition of deferred tax assets
§ Identification of cash generating units for goodwill impairment testing
§ Non-recurring administrative expenses
Significant Financial Estimates
§ Carrying value of goodwill
§ Bad debt allowance
§ Pensions
§ Share based payments
The condensed set of interim financial statements have been prepared on a
going concern basis and were approved by the Board on 30 November 2022.
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. In the half year ended 30 September 2021, the Group
reported activity against the two operating business segments only, and
therefore the prior period segmental analysis has been restated to reflect a
like-for-like comparison with the 2022 disclosures.
The Merit Data & Technology business segment focuses on the provision of
data, data engineering and machine learning, and on the provision of software
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 business.
The following table provides an analysis of the Group's segment revenue by
business segment.
Unaudited Audited
Unaudited Half year ended Year ended
Half year ended 30 Sept 2021 31 Mar 2022
Continuing Operations((1)) 30 Sept 2022 (restated*) (restated*)
£'000 £'000 £'000
Merit Data & Technology 5,626 5,111 10,696
Dods 3,603 3,587 7,285
9,229 8,698 17,981
No client accounted for more than 10 percent of total revenue.
Unaudited Audited
Group Revenue by stream Unaudited Half year ended Year ended
Half year ended 30 Sep 2021 31 Mar 2022
Continuing Operations((1)) 30 Sep 2022 (Restated) (Restated)
£'000 £'000 £'000
Data 2,981 2,649 5,567
Software & Technology Resourcing 2,645 2,462 5,129
Political Intelligence 3,414 3,431 6,866
Political engagement 189 156 419
9,229 8,698 17,981
(1) Prior periods have been restated to remove Discontinued Operations as
outlined in Note 5.
*Prior period segmental analysis has been restated to reflect a like-for-like
comparison with the 2022 disclosures, as outlined above.
3. Segmental information (continued)
Unaudited half year ended 30 Sep 2022 MD&T Dods Central Total
Business segment profit before tax 30 Sep 30 Sep 30 Sep 30 Sep
2022 2022 2022 2022
Continuing Operations £'000 £'000 £'000 £'000
Adjusted EBITDA 733 889 (542) 1,080
Depreciation of property, plant and equipment (140) (161) - (301)
Depreciation of right-of-use assets (281) (211) (169) (661)
Amortisation of intangible assets acquired through business combinations (255) - - (255)
Amortisation of software intangible assets - (163) - (163)
Share based payments - - (31) (31)
Non-recurring items
People-related costs (34) (23) (93) (150)
Other non-recurring items - (48) (25) (73)
Operating profit/(loss) 23 283 (860) (554)
Net finance income/(expense) 45 (16) 12 41
Share of profit of Associate - - 252 252
Profit/(loss) before tax from Continuing Operations 68 267 (596) (261)
Unaudited half year ended 30 Sep 2021 MD&T Dods Central Total
Business segment profit before tax 30 Sep 30 Sep 30 Sep 30 Sep
2021 2021 2021 2021
Continuing Operations((1)) (restated*) (restated*) (restated*) (restated*)
£'000 £'000 £'000 £'000
Adjusted EBITDA 1,020 995 (449) 1,566
Depreciation of property, plant and equipment (138) (158) - (296)
Depreciation of right-of-use assets (264) (209) (168) (641)
Amortisation of intangible assets acquired through business combinations (255) - - (255)
Amortisation of software intangible assets - (114) - (114)
Non-recurring items
People-related costs - - (158) (158)
Other non-recurring items - 10 (30) (20)
Operating profit/(loss) 363 524 (805) 82
Net finance expense (42) (124) (1) (167)
Share of profit of Associate - - - -
Profit/(loss) before tax from Continuing Operations 321 400 (806) (85)
(1) Prior periods have been restated to remove Discontinued Operations as
outlined in Note 5.
*Prior period segmental analysis has been restated to reflect a like-for-like
comparison with the 2022 disclosures, as outlined above
3. Segmental information (continued)
Audited year ended 31 Mar 2022 MD&T Dods Central Total
Business segment profit before tax 31 Mar 31 Mar 31 Mar 31 Mar
2022 2022 2022 2022
Continuing Operations((1)) £'000 £'000 £'000 £'000
Adjusted EBITDA 1,898 1,395 (991) 2,302
Depreciation of property, plant and equipment (279) (317) - (596)
Depreciation of right-of-use assets (531) (413) (333) (1,277)
Amortisation of intangible assets acquired through business combinations (511) - - (511)
Amortisation of software intangible assets - (255) - (255)
Share based payments - - 48 48
Non-recurring items
Impairments and asset write offs - (746) (97) (843)
People-related costs - - (316) (316)
Other non-recurring items - - (46) (46)
Operating profit/(loss) 577 (336) (1,735) (1,494)
Net finance expense 74 (375) (110) (411)
Share of profit of Associate - - 144 144
Profit/(loss) before tax from Continuing Operations 651 (711) (1,701) (1,761)
(1) Prior periods have been restated to remove Discontinued Operations as
outlined in Note 5.
4. Non-recurring items
Unaudited Audited
Continuing Operations((1)) Unaudited Half year ended Year ended
Half year ended 30 Sep 2021 31 Mar 2022
30 Sep 2022 (restated) (restated)
£'000 £'000 £'000
Impairments and asset write offs - - 843
People-related costs 150 158 316
Other:
- Professional services and consultancy 73 20 46
223 178 1,205
(1) Prior periods have been restated to remove Discontinued Operations as
outlined in Note 5.
During the full year to 31 March 2022, the Group made an impairment charge of
£97k against the carrying value of investments and wrote off £746k of
intangible fixed assets under construction.
People-related costs 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.
Other non-recurring costs relate to one-off consultancy and professional fees
associated with the rental review of the London premises.
5. Disposal
On 27 October 2022, the Group announced that it had agreed to sell the Media,
Events and Training operations of its Dods segment (together, the "MET
Operations") for a cash consideration of £4.5 million. The Disposal remains
subject to the satisfaction of certain conditions, including satisfaction of
financing by Political Holdings Limited (the Purchaser), but is expected to
complete before the end of the 2022 calendar year.
As a consequence of the agreed disposal, the assets of the MET Operations have
been reclassified as assets held for resale within current assets; the
transferring liabilities of the MET Operations have been reclassified as
liabilities directly associated with assets classified as held for resale
within current liabilities; and the activities of the MET Operations have been
classified as Discontinued Operations within the Condensed Consolidated Income
Statement.
The results of the Discontinued MET Operations for the period are as follows.
Unaudited Unaudited Audited
Half year ended Half year ended Year ended
Discontinued Operations 30 Sept 2022 30 Sept 2021 31 Mar 2022
£'000 £'000 £'000
Revenue 4,770 3,640 9,418
Cost of sales (4,280) (3,491) (7,610)
Gross profit 490 149 1,808
Administrative expenses (1,044) (750) (1,945)
Other operating income - 44 42
(554) (557) (95)
Operating loss
Memorandum:
(269) (314) 519
Adjusted EBITDA
(45) (48) (93)
Depreciation of property, plant and equipment
Depreciation of right-of-use assets (19) (19) (38)
Amortisation of intangible assets acquired through business combinations (176) (176) (351)
Non-recurring items
People-related costs (45) - (132)
(554) (557) (95)
Operating loss
Net finance expense (2) (4) (8)
Loss before tax (556) (561) (103)
- - -
Income tax
(556) (561) (103)
Loss for the period
5. Disposal
Cashflows generated by the Discontinued Operation for the period were as
follows:
Unaudited Unaudited Audited
Half year ended Half year ended Year ended
Discontinued Operations 30 Sept 2022 30 Sept 2021 31 Mar 2022
£'000 £'000 £'000
Net cash outflow from operating activities (576) (833) (330)
Net cash outflow from financing activities (22) (22) (44)
(598) (855) (374)
Net decrease in cash, cash equivalents and bank overdrafts from Discontinued
Operations
6. Earnings per share
Unaudited Unaudited Audited
Half year ended Half year ended Year ended
30 Sep 2022 30 Sep 2021 31 Mar 2022
Continuing Operations((1)) £'000 (restated) (restated)
£'000 £'000
Loss attributable to shareholders (443) (85) (1,469)
Add: non-recurring items 223 178 1,205
Add: amortisation of intangible assets acquired through business combinations 255 255 511
Add: net exchange losses/(gains) (230) (109) (147)
Add: share-based payment (credit)/expense 31 - (48)
Adjusted post-tax (loss)/profit from Continuing Operations attributable to (164) 239 52
shareholders
(1) Prior periods have been restated to remove Discontinued Operations as
outlined in Note 5.
Unaudited Unaudited Audited
Half year ended Half year ended Year ended
Discontinued Operations 30 Sep 2022 30 Sep 2021 31 Mar 2022
£'000 £'000 £'000
Loss attributable to shareholders (556) (561) (103)
Add: non-recurring items 45 - 132
Add: amortisation of intangible assets acquired through business combinations 176 176 351
Adjusted post-tax (loss)/profit from Discontinued Operations attributable to (335) (385) 380
shareholders
6. Earnings per share (continued)
Unaudited
Unaudited Half year ended Audited
Half year ended 30 Sept 2021 Year ended
30 Sept 2022 Ordinary shares 31 Mar 2022
Ordinary shares (restated*) Ordinary shares
Weighted average number of shares
In issue during the period - basic 23,956,124 20,805,685 22,367,910
Adjustment for share options - 55,786 -
In issue during the period - diluted 23,956,124 20,861,471 22,367,910
Performance Share Plan (PSP) options over 1,420,791 Ordinary shares have not
been included in the calculation of diluted EPS for the period ended 30
September 2022, nor for the year ended 31 March 2022, because their exercise
is contingent on the satisfaction of certain criteria that had not been met at
those dates.
Unaudited Audited
Unaudited Half year ended Year ended
Half year ended 30 Sep 2021 31 Mar 2022
Continuing Operations((1)) 30 Sep 2022 Pence per share Pence per share
Pence per share (restated*) (restated*)
Earnings per share - Continuing Operations
Basic (1.85) (0.41) (6.57)
Diluted (1.85) (0.41) (6.57)
Adjusted earnings per share - Continuing Operations
Basic (0.68) 1.15 0.23
Diluted (0.68) 1.15 0.23
(1) Prior periods have been restated to remove Discontinued Operations as
outlined in Note 5.
* Prior period figures for the number of shares and earnings per share have
been restated in accordance with IAS33 to reflect the share consolidation and
subdivision undertaken on 16 April 2021, as detailed in Note 12.
Unaudited Unaudited Audited
Half year ended Half year ended Year ended
Discontinued Operations 30 Sep 2022 30 Sep 2021 31 Mar 2022
Pence per share Pence per share Pence per share
Earnings per share - Discontinued Operations
Basic (2.32) (2.70) (0.46)
Diluted (2.32) (2.70) (0.46)
Adjusted earnings per share - Discontinued Operations
Basic (1.40) (1.85) 1.70
Diluted (1.40) (1.85) 1.70
6. Earnings per share (continued)
Unaudited Audited
Unaudited Half year ended Year ended
Half year ended 30 Sep 2021 31 Mar 2022
Total 30 Sep 2022 Pence per share Pence per share
Pence per share (restated *) (restated *)
Earnings per share
Basic (4.17) (3.11) (7.03)
Diluted (4.17) (3.11) (7.03)
Adjusted earnings per share
Basic (2.08) (0.70) 1.93
Diluted (2.08) (0.70) 1.93
* Prior period figures for the number of shares and earnings per share have
been restated in accordance with IAS33 to reflect the share consolidation and
subdivision undertaken on 16 April 2021, as detailed in Note 12.
7. Cash generated by operations
Unaudited Unaudited Audited
Half year ended Half year ended Year ended
30 Sept 2022 30 Sept 2021 31 Mar 2022
£'000 £'000 £'000
Cash flows from operating activities
Loss for the period (999) (646) (1,572)
Depreciation of property, plant and equipment 346 273 689
Depreciation of right-of-use assets 680 660 1,315
Amortisation of intangible assets acquired through business combinations 431 431 862
Amortisation of other intangible assets 163 184 255
Share-based payments charge/(credit) 31 - (48)
Share of profit of Associate (252) - (144)
Lease interest expense 161 195 369
Loss on disposal of fixed assets - - 2
Write off of intangible assets - - 746
Impairment of investments in associates - - 97
Interest income (40) (110) (28)
Interest expense 153 86 213
Foreign exchange on operating items 24 - -
Income tax charge/(credit) 182 - (292)
Operating cash flows before movement in working capital 880 1,073 2,464
(Increase)/decrease in inventories 14 (83) 22
(Increase)/decrease in trade and other receivables (422) (202) 430
Decrease in trade and other payables (466) (1,137) (2,220)
6 (349) 696
Cash generated by operations
8. Goodwill
Unaudited Unaudited Audited
Half year ended Half year ended Year ended
30 Sep 2022 30 Sep 2021 31 Mar 2022
£'000 £'000 £'000
Cost and net book value
Opening balance 28,911 28,911 28,911
Reclassified as assets held for resale (1,269) - -
Closing balance 27,642 28,911 28,911
9. Intangible assets
Assets acquired Under
through business Construction
combinations Software Capitalised costs Total
£'000 £'000 £'000 £'000
Cost
At 1 April 2021 28,042 4,834 746 33,622
Additions - internally generated - 1,240 - 1,240
Asset write off - - (746) (746)
- 34,116
At 31 March 2022 28,042 6,074
Additions - internally generated - 108 - 108
Reclassified as assets held for resale (1,294) - - (1,294)
At 30 September 2022 26,748 6,182 - 32,930
Accumulated amortisation
At 1 April 2021 19,283 3,890 - 23,173
Charge for the year 862 255 - 1,117
20,145 4,145 - 24,290
At 31 March 2022
Charge for the period 431 163 - 594
Reclassified as assets held for resale (633) - - (633)
At 30 September 2022 19,943 4,308 - 24,251
Net book value
At 31 March 2021 - audited 8,759 944 746 10,449
At 31 March 2022 - audited 7,897 1,929 - 9,826
At 30 September 2022 - unaudited 6,805 1,874 - 8,679
10. Property, plant and equipment
IT Equipment
Leasehold and Fixtures
Improvements and Fittings Total
£'000 £'000 £'000
Cost
At 1 April 2021 2,037 2,255 4,292
Additions - 314 314
Disposals - (48) (48)
At 31 March 2022 2,037 2,521 4,558
Additions - 132 132
Foreign exchange - 88 88
Reclassified as assets held for resale (52) (17) (69)
At 30 September 2022 1,985 2,724 4,709
Accumulated depreciation
At 1 April 2021 1,190 2,108
918
Charge for the year 210 479 689
Disposals - (46) (46)
1,128 1,623 2,751
At 31 March 2022
Charge for the period 105 241 346
Reclassified as assets held for resale (44) (17) (61)
At 30 September 2022 1,189 1,847 3,036
Net book value
At 31 March 2021 - audited 1,119 1,065 2,184
At 31 March 2022 - audited 909 898 1,807
At 30 September 2022 - unaudited 796 877 1,673
11. Interest-bearing loans and borrowings
Unaudited Unaudited Audited
Half year ended Half year ended Year ended
30 Sep 2022 30 Sep 2021 31 Mar 2022
£'000 £'000 £'000
Current liabilities:
Bank loan/RCF 2,200 2,541 2,860
Leases 1,640 1,680 1,679
3,840 4,221 4,539
Non-current liabilities:
Bank loan/RCF 2,800 2,024 1,518
Leases 4,153 6,045 5,042
6,953 8,069 6,560
Total loans and borrowings
Bank loan/RCF 5,000 4,565 4,378
Leases 5,793 7,725 6,721
10,793 12,290 11,099
On 22 July 2022, the Group agreed new secured loan facilities with Barclays
which included:
§ Term Loan: a £3 million, five-year term loan, amortising on a
straight-line basis at £150,000 per quarter;
§ RCF: a £2 million non-amortising, revolving credit facility for the
five-year duration of the Term Loan;
§ Both the Term loan and RCF accruing interest at 4.75% above Bank of England
base rate;
§ Covenants: leverage covenants measured quarterly from September 2022, Cash
cover measured quarterly from June 2023, and Interest cover measured quarterly
from December 2023, each for the duration of the facilities. Debt service
covenants measured quarterly from June 2022 to March 2023.
Following disposal of the Dods MET Operations, the Group has agreed to a £2m
repayment of the Term Loan, reducing overall post-disposal debt facilities to
£3m (£1m Term Loan, amortising on a straight-line basis at £50,000 per
quarter and a £2m RCF), retaining financial flexibility.
12. Issued Share Capital
9p deferred 1p ordinary 28p ordinary
shares shares shares Total
Number Number Number £'000
Issued share capital as at 151,998,453 582,071,380 - 19,501
1 April 2021
Shares cancelled during the year (151,998,453) 20,788,375 (13,680)
Share consolidation during the year - (582,071,380) 3,167,749 -
Shares issued during the year - - - 887
Issued share capital as at - - 23,956,124 6,708
31 March 2022
Issued share capital as at - - 23,956,124 6,708
30 September 2022
On 16 April 2021, shareholders approved a reorganisation of the parent
company's share capital. This reorganisation included cancellation of
151,998,453 Deferred Shares and the consolidation and sub-division of the
parent company's Ordinary Shares (including the purchase of certain of the
parent company's shares), having the impact of reducing the total number of
Ordinary Shares by a factor of 28 and increasing the nominal value by a factor
of 28 (from 1 pence to 28 pence nominal).
On 1 October 2021, the parent company issued 1,675,749 ordinary shares due as
contingent consideration on the acquisition of Meritgroup Limited in 2019.
On 1 October 2021, the parent company issued 1,492,000 ordinary shares in a
fundraising subscription at 62.4 pence per share, raising £908,000, net of
costs.
13. Related party transactions
During the period, the Group received a repayment of £70,000 (H1 2021/22:
£140,000) on its interest free loan to its Associate Sans Frontières
Associates (SFA). At 30 September 2022, the balance outstanding was £140,000
(31 March 2022: £210,000).
During the period, an amount of £17,493 (2021: £55,166) was payable to an
Associate, Social 360 Limited, in relation to profit-share for monitoring
services provided. At 30 September 2022, £34,466 (31 March 2022: £16,973) of
this balance was outstanding. On 8 August 2022, the Company completed the
sale of its 30% stake in Social 360 Limited for cash consideration of
£420,000.
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, payments of £400,900 (H1 2021/22: £416,900)
were made to Merit Software Services Private Limited in relation to the lease
and other property-related costs.
Cornelius Conlon, a Director of the Group, was entitled to shares and cash
consideration on the first three anniversaries of the Meritgroup Limited
acquisition in 2019. During the period, Cornelius Conlon was paid cash
consideration of £220,000.
During the period, an amount of £nil (H1 2021/22: £nil) was recognised in
the profit and loss account in relation to licence fees to software charged by
Web Data Works Limited, a company in which the Group has a 9.2% investment,
and of which Cornelius Conlon is a Director. At 30 September 2022, there was a
balance of £105,000 (31 March 2022: £105,000) outstanding.
During the year, an amount of £18,000 (H1 2021/22: £28,000) was billed in
relation to recruitment services charged by Acolyte Resource Group Limited, a
company in which the Group had a 13.3% investment at the start of the period,
and of which Cornelius Conlon is a Director and shareholder. At 30 September
2022, there was a balance of £nil (31 March 2022: £nil) outstanding.
Acolyte Resource Group Limited is also a customer of MD&T and was billed
£131,033 (H1 2021/22: £155,908) for Software and Technology Resourcing
services. At 30 September 2022, there was a balance of £61,125 (31 March
2022: £104,000) due.
On 23 September 2022, the Group paid £50,364 in consideration for further
shares in Acolyte Resource Group Limited as part of a £336,000 funding round
by the company. As a consequence of this share subscription, the Group's
stake in Acolyte Resource Group Limited increased from 13.3% to 13.5%.
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 (2021: £12,500) to the Company for the
services of Angela Entwistle as a Non-Executive Director. At 30 September 2022
the balance outstanding was £2,500 (31 March: £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
£55,857 (H1 2021/22: £nil) for Technology Resourcing Services. At 30
September 2022 the balance outstanding was £40,028 (31 March 2022: £nil).
14. Subsequent events
On 27 October 2022, the Group announced that it had agreed to sell the Media,
Events and Training operations of its Dods segment (together, the "MET
Operations") for a cash consideration of £4.5 million. This transaction
completed on 30 November 2022.
Following the above disposal, the Group has agreed to a £2m reduction in debt
facilities to £3m (£1m Term Loan, amortising on a straight-line basis at
£50,000 per quarter and a £2m RCF). For more details on the disposal, see
Note 5. For more details on the debt facilities see Note 11.
Further to the above disposal, the Group has concluded that a considerable
proportion of the available floorspace within its leased London premises is
surplus to its ongoing requirements. It is considering potential options of
assigning or sub-letting the space and in the event it is unable to achieve
this, management expect to impair the portion of the Right-of Use assets no
longer utilised and make a provision for the running costs of the vacant space
for the remainder of the lease which runs to July 2026.
Between the 3(rd) and 10(th) of October 2022 the Company received loan
repayments totalling £140,000 from its Associate, Sans Frontières Associates
(SFA).
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