Final Results

RNS Number : 7991T

Bonhill Group PLC

25 March 2019

 

25 March 2019

Bonhill Group plc

("Bonhill", the "Company" or the "Group")

FINAL RESULTS

Bonhill Group plc (AIM: BONH), a leading B2B media business specialising in three key areas: Business Information, Live Events and Data & Insight, today announces its audited final results for the nine months ended 31 December 2018.

Financial Highlights

·	Revenue of £8.0 million (year ended 31 March 2018: £2.6 million)
·	InvestmentNews contributed £6.0 million of revenue in the four and a half months since its acquisition
·	Adjusted EBITDA* of £0.9 million (year ended 31 March 2018: £0.4 million loss)
·	Net assets of £22.9 million (31 March 2018: £2.0 million)
·	Further strengthening of the balance sheet with £4.4 million in cash at 31 December 2018 (31 March 2018: £1.0 million)
·	Process commenced to enable payment of a maiden dividend in respect of the six months ending 30 June 2019

*Adjusted EBITDA excludes adjusting items, acquisition costs and amortisation of intangible assets through business combinations as set out in Note 5 below

Operational Highlights

·	Completed transformational acquisition of 20 year old market leading US brand, InvestmentNews, in August 2018
·	Equity fundraising of £19.2 million to fund the acquisition of InvestmentNews, broaden the institutional shareholder base and invest in the Company's infrastructure and technology platform
·	A new Head of Digital recruited to oversee growth of the InvestmentNews Digital division
·	Expansion of 'Women in…' series to two new locations, Dublin and San Francisco, and the London event held in early 2019 attracted a record 1,150 attendees
·	Launch of 'DiversityQ' in summer 2018

Commenting on the outlook for the Group, Simon Stilwell, CEO of Bonhill, said:

"The business has invested in its people, processes, structure and a new strategy from which to grow in a market abound with opportunities. We are confident that, underpinned by investment into the robust core business, we are in a strong position to drive growth and deliver returns for our shareholders over the coming years.

"The InvestmentNews integration plan is on track and InvestmentNews is performing well, showing that our acquisition strategy is working. There are clearly major opportunities to develop the brand further which we will do in the years ahead.  We will look to replicate this success in our other target sectors and will seek to develop them in 2019 and beyond.  We will continue to invest across the business and look forward to another year of growth and development with confidence."

Commenting on the proposed acquisition of Last Word Media, Neil Sachdev, Chairman of Bonhill, said:

"We are delighted to announce the proposed acquisition of Last Word Media, a leading B2B media company supporting the global asset management industry. It is aligned to our growth strategy and we believe that it will be an excellent partner for our InvestmentNews business.  We look forward to bringing Last Word into the Bonhill Group and to working with Last Word's founders and their team."

                                                                                           -ends-

For further enquiries please contact:

Bonhill Group plc	[phone]
Simon Stilwell, Chief Executive David Brown, Group Finance Director
Stockdale Securities Limited (Nominated Adviser and Joint Broker)	[phone]
Tom Griffiths David Coaten
Canaccord Genuity Limited (Joint Broker) Bobbie Hilliam Adam James Georgina McCooke	[phone]
Belvedere Communications (Financial PR)	[phone]
John West Kim van Beeck

About Bonhill Group plc

Bonhill Group plc is an AIM-quoted leading B2B media business specialising in three key areas: Business Information, Live Events and Data & Insight in three key sectors: Technology, Financial Services and Diversity. Bonhill's ambition is to create content that informs, communities that engage and brands that inspire in order to enable a better business environment for our sponsors and clients.

Flagship titles include: InvestmentNews, SmallBusiness.co.uk, Growth Company Investor, Information Age, GrowthBusiness.co.uk and What Investment. Bonhill is also responsible for a growing portfolio of high-profile events, including The Quoted Company Awards, Women in IT Awards, Women in Finance Awards and British Small Business Awards, amongst others.

For more information visit www.bonhillplc.com 

 

Chairman's Statement

The nine months ended 31 December 2018 was a period of transformation and wholesale change at Bonhill which culminated in the Group reporting a maiden adjusted profit.

In August 2018, the Company completed the reverse takeover of US based InvestmentNews. This 20-year-old market leading brand was the Group's first acquisition and, in line with our strategy, added a high quality, high margin, cash generative business.  The transaction was funded by an equity fundraising of £19.2 million and the provision of a vendor loan of £4.7 million. The equity issue brought a new, broader group of institutional shareholders, to support the Board and the Group's strategy in building a global B2B business focused on the Financial Services, Technology and Diversity sectors. InvestmentNews had a strong 2018 and delivered a record operating performance in the year with revenue up 14 per cent. on the prior year. Under the Group's ownership, we see enormous potential for expanding its events and data propositions as well as growing its business information portfolio.

We have continued to build our other brands and our diversity franchise. The ever-expanding 'Women in…' series was successfully launched during the year in two new important locations, Dublin and San Francisco.  There is enormous potential for this global franchise.  DiversityQ, which is aimed at professionals and business leaders to provide content and analysis to enhance, develop and promote workforce diversity and inclusion, was also launched in summer 2018 and complements our other diversity initiatives.

Given the increasing significance of the 'Women in…' series, Niki Dowdall has decided to step-down from the Board with immediate effect, to focus full-time on developing this key franchise. I would like to thank her for her commitment to Bonhill, steering the business through some difficult times. Niki has led the development of the 'Women in…' franchise from its inception and, in this new role, will continue to make a valuable contribution to Bonhill into the future.

As we have grown, we have looked at every part of the business and have made significant changes to strengthen our people, advisory network, digital capability and business support functions. As the business grows, we continue to ensure that we have the highest calibre of people in the right roles and are focused on attracting and retaining the best talent we can.  I would like to thank all of our team for their hard work during a period of such change.

We continue to build our leadership capability and senior leadership team, and coupled with some planned hires, we are well placed to capitalise on the growth potential from the InvestmentNews' acquisition and have the requisite skills to continue to grow the Group organically and by acquisition. Our corporate structure has been significantly strengthened following the acquisition of InvestmentNews, from policies and procedures through to financial processes. This strengthening provides the foundations for the smooth integration of further acquisitions. We have also recently adopted the QCA Code and are committed to the highest standards of governance.

The period also saw a name change, an office relocation, a change of year end to align ourselves with InvestmentNews', but also to better manage our accounting periods with our events calendar, and a 1:40 share consolidation. We have commenced the court process to enable us to pay a dividend, the first being an interim dividend this year.

At the period end, the Company had £4.4 million of cash, a strong profitable operating business, a robust infrastructure and an ambitious team keen to build a business of scale in our chosen areas. With the support of our shareholders, and the energetic input from our talented team, I look forward to delivering on the opportunities available to the Group.

We are delighted to announce separately the proposed acquisition of Last Word Media. This represents a tremendous strategic fit with our existing Financial Services offering and our combined entities will offer a truly global marketing solution for our asset management clients. I look forward to welcoming the founders and team to our business.

Neil Sachdev

Non-Executive Chairman

22 March 2019

 

Chief Executive's Review

Introduction

It has been an extremely busy and particularly rewarding nine month reporting period. It was a period of great change which has seen the business grow both organically as well as through acquisition and, during that process, almost every aspect of the business has been assessed and, where appropriate, adapted and enhanced. We have made terrific progress, but there is still much to be done and there are opportunities aplenty. Bonhill ended the period barely recognisable from the one that started it in April 2018. When I took over as the Company's Chief Executive in August 2017, I saw great potential for the business and I am pleased that we are finally starting to realise that. In the interim, we have refreshed the Board and the management team, embarked on a new strategy and, as a result, we now have a profitable, cash generative underlying business many times bigger than the original company, and with significant growth potential.

One of my key objectives on taking over the role was to make the business profitable and we have achieved that on an adjusted basis. The next step is to enhance the scale, nature, geographic reach, revenue and margin of the Group and I believe that we have the platform, support and resources to do so.

Financial information

For the nine months ended 31 December 2018, we reported revenues of £8.0 million (year ended 31 March 2018: £2.6 million) and adjusted EBITDA of £0.9 million (year ended 31 March 2018: £0.4 million loss). This is partly as a result of the acquisition of InvestmentNews in mid-August 2018, which contributed £6.0 million of revenue for the Group in the four and a half months, but also through the growth of the Company's existing UK portfolio. The period under review is the 9 months from 1 April 2018 to 31 December 2018 as the year end was changed to coincide with InvestmentNews', but also to better accommodate our events calendar. We ended the period with £4.4 million of cash (31 March 2018: £1.0 million) which is approximately twice the Company's market capitalisation when I was appointed Chief Executive and we have started the process to enable the payment of a maiden interim dividend later this year.

Strategic review

We have refined our strategy to focus on the provision of Business Information, Live Events and Data & Insight in our three chosen sectors and with a growing geographic reach. We aspire to build, manage and own market leading brands with 'must have' products, that provide greater financial visibility via recurring revenue streams and strong cash generation. We operate in three clearly defined global business sectors: Technology; Financial Services; and Diversity, all of which are growing, constantly evolving and are extremely complementary.

Acquisition of InvestmentNews

In mid-August 2018, we completed the acquisition of InvestmentNews, a 20 year old US title that is the market leading provider of news and information to the growing US financial advisory community. It is a key partner for both advisers and asset managers. It had a clear strategic fit as it was already providing business information, live events and data. It is our ambition to invest in the business to further develop the events and data propositions, which we believe had been under exploited previously. We are delighted that the business has delivered a record year, despite the distraction of the transaction, and in our period of ownership we have identified a wealth of opportunities. The US location provides an important base for us to continue our strategic goals. InvestmentNews sits strategically between the key constituents of the large US professional investment market, an industry that is constantly undergoing change through regulation, acquisition, product launches, changing demographics, evolving technology and the changing role of advice. This complex and dynamic environment provides a strong backdrop for InvestmentNews' services. We are delighted that all of the core team have stayed with us post-acquisition and are working hard together to explore and exploit new opportunities and enhance the future mix of the business.

We have recently recruited a new Head of Digital, who will oversee the largest part of the business. We have already expanded the Group's events portfolio, best evidenced by the growth in the 'Women Adviser' summit series from four in 2018, to six planned for 2019 and an expanded events team will help continue the growth in all events activities.

With a new Head of Digital and an improved technology platform, we are currently looking at how to augment InvestmentNews' data products with our own data sources and third party suppliers. Custom research products are growing extremely well and will be a big feature in 2019 and beyond. There is a new energy in the InvestmentNews brand and a renewed purpose, all of which bodes well. We take great comfort from the references and dialogue we have had with major customers and clients post-acquisition, which we were unable to do beforehand.

'Women in…' Series

I am delighted that we have continued to see growth in our 'Women in…' series. We have had successful launches in Dublin and San Francisco and the London event in early 2019 reached a record level of attendance at 1,150. Women in Finance has also seen good growth and 2019 will see the development of this global franchise in another three cities. There is still much to be done to address gender diversity, especially in the finance and technology industries, and the scope of our activities, including our DiversityQ brand, will increase in 2019.

UK assets

After another quiet year for our UK assets, we finally have these titles under control and, with some new leadership and clearer assessment of our audience needs, we are starting to make progress. I am optimistic for the future potential in this area.

During the period, we have also refreshed our financial services titles, which include InvestmentNews, What Investment and Growth Company Investor. What Investment has had an editorial change and a rebranding that has seen a marked improvement in readership and better advertising returns. It is encouraging to see the response to our efforts in reinvigorating the product from its loyal subscription base.

As well as our titles, we also have awards that support the community. In particular, the Grant Thornton Quoted Company Awards, which focuses on the people behind the businesses in the quoted company arena, continues to do well and its 20th anniversary event, which was held in February 2019, was another great success.

Data

We have talked previously of our ambition to build a much stronger data business out of our titles. While this is a longer term ambition, we have recently strengthened our team and the investment in technology we have made will soon start to produce benefits from data driven decisions and improved data sales and opportunities.

We are looking to recruit a new Head of Products to drive our strategy in this area. Data should be the foundation for our business decisions and we have already seen the benefit of its use in the targeted roll out of our growing events portfolio. The impact will be modest in 2019, but we should start to see a much bigger contribution in 2020.

Personnel

In May 2018, we announced the appointment of David Brown as Group Finance Director. David brings a wealth of complementary experience to the new and refreshed management team. He has proven execution capability in acquisitions, understands the plc environment and we are very pleased to have appointed somebody of his calibre.

We have undertaken a fairly radical change in our people resulting in an abnormally high level of staff turnover during the period. I think this is entirely appropriate given the change in pace and ambition of the Company and, now with a much more interesting product set and business momentum, I expect that we will continue to attract fresh talent that can have a material impact on our business areas. We are working hard to improve our culture and inter-company communications.

As part of the equity fundraising in 2018, and in conjunction with the acquisition of InvestmentNews, we took the opportunity to reassess every policy, procedure and process within the business. It was an important milestone in the Company's history and offered an opportunity for us to examine and evolve both our internal and external processes. We always strive for best practice and believe that we have now built a solid foundation in order to uphold the highest standards of governance and process in every aspect of our business. With these foundations in place, we believe that we are well placed to embark on the rest of our growth plans.

We remain attracted by the long term prospects of the wider B2B arena. As we continue to evolve the business, we have learnt more about our customer needs and this has highlighted the potential to build a global solutions provider in our chosen areas. Our sectors are rapidly evolving and there is a constant need for information and insight to help manage this change. We remain convinced that with high quality, content led solutions across information, events and data, we will continue to be a valued and effective partner. Our culture is to constantly review and ensure that we are meeting our clients' needs and providing the highest levels of service. In the diversity segment, where best practice has yet to be established globally, we are helping to highlight and define what a diverse workforce and inclusive workplace can mean for an organisation.

Technology

We raised additional VCT and EIS funds as part of the equity fundraising in the summer to invest in the Company's infrastructure and technology platform. By the period end, we had completed our technology choices and 2019 has seen the implementation phase start in earnest. Much of the work will be undertaken during the course of this year, but what we expect to emerge is an excellent platform for us to communicate with our audiences, undertake greater analysis of our business and deliver better solutions for our clients. This technology refresh was much needed for both the existing business and InvestmentNews and we are already starting to see what the initial benefits of the work will be.

Acquisition Strategy

We continue to assess further acquisition opportunities to complement our growth strategy and are continually assessing potential opportunities that we believe will meet our strategic criteria.  Areas of interest for us and potential targets must have the following characteristics: market leading; high degree of visible revenue; and alignment with our existing sectors.  There is plenty of activity in our target sectors, but we will remain disciplined and maintain our strict criteria.

We are delighted to announce separately today the proposed acquisition of Last Word Media, a key media partner to the asset management industry.  It has strong alignment with our existing financial services brand and brings greater geographic coverage, high quality people and a strong events portfolio to our business.  We believe there is good growth in the existing business and the opportunity to develop their products into the US.

Outlook

The business now has better people, processes, structure and a new strategy from which to grow in a market abound with opportunities. We are confident that, underpinned by investment into the robust core business, we are in a strong position to drive growth and deliver returns for our shareholders over the coming years.

InvestmentNews has been integrated into the Group and is performing well, showing that our acquisition strategy is working. There are clearly major opportunities to develop the brand further which we will do in the years ahead.  We will look to replicate this success in our other target sectors and will seek to develop them in 2019 and beyond.  We will continue to invest across the business and look forward to another year of growth and development with confidence.

Simon Stilwell

Chief Executive

22 March 2019

Group Finance Director's Review

Income statement

Adjusted results are prepared to provide a more comparable indication of the Group's core business performance by removing the impact of certain items including exceptional items (material and non-recurring), and other separately reported items. Adjusted results exclude adjusting items as set out in the statement of consolidated income and below, with further details given in Notes 4 and 5 of the financial statements. In addition, the Group also measures and presents performance in relation to various other non-GAAP measures, such as underlying revenue growth, adjusted cash flow, adjusted EBITDA and net assets. Adjusted results are not intended to replace statutory results.  These have been presented to provide users with additional information and analysis of the Group's performance, consistent with how the Board monitors results. Further rationale for each of the adjusting items used in these measures, as well as reconciliations to their statutory equivalents, can be found in Note 5 to the financial statements.

	31 Dec 2018 9 months £'000	31 Mar 2018 12 months £'000
Revenue	7,991	2,606
Adjusted EBITDA profit/(loss)	889	(393)
Depreciation / amortisation of internally generated intangibles	(155)	(45)
Share option charge	(68)	-
Adjusted operating profit/(loss)	666	(438)
Finance costs	(146)	(7)
Adjusted profit/(loss) before tax	520	(445)
Adjusted tax	-	-
Adjusted profit/(loss)	520	(445)
Adjusting items (after tax)	(2,360)	(526)
Statutory loss	(1,840)	(971)
Adjusted profit/(loss) per share	2.69p	(12.29)p
Statutory loss per share	(9.51)p	(26.79)p

InvestmentNews generated £6.0 million of revenue in the four and a half months since it was acquired on 17 August 2018. InvestmentNews delivered record revenue of $19.2 million for the calendar year 2018, which is 14 per cent.  ahead of the preceding year. All of its business units (print, digital and live events) increased their revenues on the prior year and the business had a strong finish to the year with revenues in the final quarter up 10 per cent. on the prior year period. 

The UK based Events business generated total sales of £1.5 million which is double the sales compared to the same 9 month period last year (unaudited). Sales of like-for-like events rose by 21 per cent.

UK Media sales saw improved performance in the final quarter with sales consistent with those in the corresponding period in the previous year. The recent restructuring of this part of the business gives us greater confidence in its future growth prospects. Overall, UK media sales in the period were £0.5 million.

Adjusted earnings before interest, depreciation and amortisation ("EBITDA") is a measure of earnings and cash generative capacity. A reconciliation of adjusted EBITDA to statutory earnings is set out in Note 5 below. An adjusted EBITDA gain of £0.889 million (31 March 2018: £0.393 million loss) was comprised of a £1.6 million contribution from InvestmentNews and a £0.7m loss from the UK business which carries the central overheads for the Group.

Adjusting items comprised £1.932 million (31 March 2018: £0.082 million) of acquisition related costs, £0.252 million of integration costs (31 March 2018: £Nil) and £0.456 million (31 March 2018: £0.431 million) relating to amortisation or write off of intangible assets acquired, together with tax relief on these items of £0.280 million.

On an adjusted basis, the retained profit was £0.520 million (31 March 2018: loss of £0.445 million), equivalent to 2.69p per share (31 March 2018: 12.29p loss per share). The statutory loss for the period was £1.840 million (31 March 2018: £0.971 million), equivalent to 9.51p per share (31 March 2018: 26.79p per share).

Cash flow

	31 Dec 2018 9 months £'000	31 Mar 2018 12 months £'000
Adjusted EBITDA	889	(393)
Working capital movement	(1,290)	(464)
Interest paid	(267)	(7)
Foreign exchange gains or losses	8	-
Purchases of property, plant and equipment and intangible assets	(134)	(40)
Free cash outflow	(794)	(904)
Acquisition of InvestmentNews	(12,867)	-
Acquisition costs	(1,774)	(82)
Proceeds from issue of ordinary shares	19,247	2,021
Repayment of borrowings	(449)	(147)
Net cash inflow	3,363	888

Working capital showed an outflow due to the timing of the acquisition of InvestmentNews, though this has been offset by reduced consideration for the acquisition.

Net of £1.3 million of costs, £19.2 million of share placing proceeds were raised in the period (31 March 2018: £2.0 million), of which £12.9 million was used as part consideration to acquire InvestmentNews, and £1.8 million paid out relating to acquisition costs, leading to a net cash inflow of £3.363 million (31 March 2018: £0.888 million).

Balance sheet

	31 Dec 2018 £'000	31 Mar 2018 £'000
Intangibles	23,416	1,127
Tangible fixed assets	125	35
Working capital	1,554	(203)
Lease asset	968	-
Lease liability	(1,018)	-
Deferred and current tax	(2,163)	-
Cash	4,367	1,004
Debt	(4,323)	-
Net assets	22,926	1,963

At 31 December 2018, the business had a healthy cash balance of £4.367 million (31 March 2018: £1.004 million).

The acquisition of InvestmentNews was, in part, financed by a vendor loan of £4.720 million, which had been reduced to £4.323 million by the balance sheet date.  The loan is repayable in equal monthly instalments until 31 August 2021.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Chairman's Statement and the Chief Executive's Review.

The Directors regularly review detailed forecasts of sales, costs and cash flows, and regularly project forwards 12 months ahead or more. The assumptions underlying the budget are challenged, varied and tested to establish the likelihood of a range of possible outcomes, including reasonable cash flow sensitivities. The expected figures are carefully monitored against actual outcomes each month and variances are highlighted and discussed at Board level.

The Directors have reviewed cash flow forecasts for the period to 31 December 2020 and considered cash flow requirements during that period for the purposes of approving these financial statements. In preparing these forecasts, they have not taken into account the proposed acquisition of Last Word Media.

The cash flow forecasts demonstrate that the Group will be able to pay its debts as they fall due for the period to at least 31 December 2020. In the event that sales did not hit the projected levels, management is able to adjust overhead levels to relieve any short-term cash pressures which may arise.

The Directors are, therefore, satisfied that the financial statements should be prepared on the going concern basis

Current Trading

Sales for the first two months of the year are in line with market expectations. We have started to see the planned change in mix from the more traditional business information towards live events and custom projects. Since the period end, the Group's flagship event, Women in IT London, which was held on 30 January 2019, delivered sales 37 per cent. ahead of those for last year's event and we are excited about the potential for this global franchise.

David Brown

Group Finance Director

22 March 2019

 

Consolidated statement of comprehensive income

for the nine month period ended 31 December 2018

		9 month period ended 31 December 2018			12 month period ended 31 March 2018
	Note	Adjusted results £'000	Adjusting items £'000	Statutory results £'000	Adjusted results £'000	Adjusting items £'000	Statutory results £'000
Revenue	3	7,991	-	7,991	2,606	-	2,606
Net operating expenses	4	(7,149)	(2,184)	(9,333)	(2,993)	(95)	(3,088)
Impairment related to expected credit losses		(21)	-	(21)	(6)	-	(6)
Depreciation		(20)	-	(20)	(6)	-	(6)
Amortisation and impairment	4	(135)	(456)	(591)	(39)	(431)	(470)
Net operating profit/(loss)		666	(2,640)	(1,974)	(438)	(526)	(964)
Finance costs		(146)	-	(146)	(7)	-	(7)
Loss before tax		520	(2,640)	(2,120)	(445)	(526)	(971)
Tax		-	280	280	-	-	-
Profit/(loss) for the period		520	(2,360)	(1,840)	(445)	(526)	(971)
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations		35	-	35	-	-	-
Total comprehensive income/(loss) for the year		555	(2,360)	(1,805)	(445)	(526)	(971)
Basic loss per share attributable to the owners of the parent	6	2.69p		(9.51p)	(12.29p)		(26.79p)
Diluted loss per share attributable to the owners of the parent	6			(9.51p)			(26.77p)

 

Consolidated statement of financial position

at 31 December 2018

	Note	31 December 2018 £'000	31 March 2018 £'000
NON-CURRENT ASSETS
Goodwill		13,955	564
Other intangible assets		9,461	563
Property, plant and equipment		125	35
Deferred tax asset		333	-
Right-of-use asset	8	968	-
		24,842	1,162
CURRENT ASSETS
Trade and other receivables		5,278	337
Cash and cash equivalents		4,367	1,004
		9,645	1,341
TOTAL ASSETS		34,487	2,503
NON-CURRENT LIABILITIES
Deferred tax liability		(2,423)	-
Borrowings		(2,701)	-
Financial lease liability	8	(733)	-
		(5,857)	-
CURRENT LIABILITIES
Trade and other payables		(3,724)	(540)
Borrowings		(1,622)	-
Financial lease liability	8	(285)	-
Current tax liability		(73)	-
		(5,704)	(540)
TOTAL LIABILITIES		(11,561)	(540)
NET ASSETS		22,926	1,963
EQUITY
Share capital	7	343	4,025
Share premium		26,715	4,315
Share option reserve		68	118
Other reserves		4,086	104
Retained earnings		(8,321)	(6,599)
Foreign exchange reserve		35	-
TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT		22,926	1963

 

Consolidated statement of changes in equity

for the nine month period ended 31 December 2018

	Share capital £'000	Share premium £'000	Share option reserve £'000	Other reserves £'000	Retained earnings £'000	Foreign exchange reserve £'000	Total £'000
Balance as at 31 March 2017 as restated	2,950	3,369	118	104	(5,628)	-	913
Total comprehensive loss for the period	-	-	-	-	(971)	-	(971)
Issue of share capital	1,075	946	-	-	-	-	2,021
Balance as at 31 March 2018	4,025	4,315	118	104	(6,599)	-	1,963
Loss for the period	-	-	-	-	(1,840)	-	(1,840)
Other comprehensive income	-	-	-	-	-	35	35
Total comprehensive loss for the period	-	-	-	-	(1,840)	35	(1,805)
Issue of share capital	300	23,699	-	-	-	-	23,999
Share issue costs	-	(1,299)	-	-	-	-	(1,299)
Removal of share option scheme	-	-	(118)	-	118	-	-
Share option charge	-	-	68	-	-	-	68
Cancellation of deferred shares	(3,982)	-	-	3,982	-	-	-
Balance as at 31 December 2018	343	26,715	68	4,086	(8,321)	35	22,926

 

Consolidated statement of cash flows

for the nine month period ended 31 December 2018

	Note	9 month period ended 31 December 2018 £'000	12 month period ended 31 March 2018 £'000
CASH USED IN OPERATIONS	9	(401)	(939)
Interest paid		(129)	(7)
NET CASH USED IN OPERATING ACTIVITIES		(530)	(946)
INVESTING ACTIVITIES
Purchases of property, plant and equipment		(90)	(32)
Purchases of intangible assets		(44)	(8)
Cash paid for acquisition		(12,867)	-
Exceptional costs		(1,774)	-
NET CASH USED IN INVESTING ACTIVITIES		(14,775)	(40)
FINANCING ACTIVITIES
Proceeds from issue of ordinary shares		19,247	2,021
Repayment of invoice discount facility and other borrowings		(449)	(147)
Payment of vendor loan fees		(138)	-
NET CASH GENERATED FROM FINANCING ACTIVITIES		18,660	1,874
FOREIGN EXCHANGE MOVEMENT		8	-
NET INCREASE IN CASH AND CASH EQUIVALENTS		3,363	888
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD		1,004	116
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD		4,367	1,004

 

Notes to the accounts

1.      Basis of preparation

The financial statements of Bonhill Group plc have been prepared in accordance with EU Endorsed International Financial Reporting Standards and IFRIC interpretations (IFRS) and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies.

The financial information for the 9 month period ended 31 December 2018 and the 12 month period ended 31 March 2018 does not constitute the company's statutory accounts for those years.

Statutory accounts for the 12 month period ended 31 March 2018 have been delivered to the Registrar of Companies. The statutory accounts for the 9 month period ended 31 December 2018 will be delivered to the Registrar of Companies in due course. 

The auditors' reports on the accounts for 31 December 2018 and 31 March 2018 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

2.      Changes in accounting policy

The following relevant standards, amendments and interpretations to existing standards have been published and are mandatory for accounting periods beginning after 1 January 2018:

IFRS 15 Revenue from Contracts with Customers

The following standard has been published and is mandatory for accounting periods beginning after 1 January 2019.

IFRS 15 replaces IAS 18 Revenue effective 1 January 2018, the EU has approved the standard. IFRS 15 provides a five step revenue recognition model:

•              Identify the contract

•              Identify separate performance obligations

•              Determine the transaction price

•              Allocate the transaction price to separate performance obligations

•              Recognise revenue when the performance obligation is satisfied

The Group has four contract types; advertising revenue, subscription fees and events revenue and research revenue.

Once the performance obligation(s) is established and the transaction price is allocated (allocation is based on the contract amount as agreed with the customer), revenue is recognised when (or as) goods or services are transferred to a customer, this being represented by transfer of control. Control in the context of IFRS 15 is the ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset. Indicators of such include:

•              A present obligation to pay

•              Physical possession of the assets

•              Legal title

•              Risks and rewards ownership

•              Acceptance of the asset(s)

The Group has adopted IFRS 15 using the full retrospective method, there was no adjustment required to either period presented on transition. Practical expedients used were as follows:

•              The Group has not disclosed the allocation of the transaction price to the remaining performance obligations to either reporting period or disclosed when the revenue is expected to be recognised; and

•              Contracts that started and ended within the same reporting period have not been restated.

IFRS 9 Financial Instruments

IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement bringing all three aspects of the accounting together for financial instruments: classification and measurements; impairment; and hedge accounting. The only change that impacts the Group is the change in calculation of the expected credit loss allowance and considerations are discussed below.

Impairment

The adoption of IFRS 9 Financial Instruments for period from 1 January 2018, resulted in a change of accounting policy however there were no adjustments required through opening retained earnings.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on similar aging. The Group has concluded that the expected loss rates for trade receivables, are a reasonable approximation of the loss rates for each ageing category and customer based on historical debt trends.

IFRS 16 Leases

This standard has been early adopted by the group and therefore the lease held by InvestmentNews to rent their US office has been accounted for in line with IFRS 16. The consolidated statement of comprehensive income for the 9 month period to 31 December 2018 includes £0.015m of interest and £0.098m of amortisation of the right to use asset in line with IFRS 16. Refer to Note 8 for further details on the lease.

If the lease had been accounted for according to IAS 17, it would have been treated as an operating lease and so the impact on the consolidated statement of comprehensive income for the 9 month period to 31 December 2018 would have been a rental expense of £0.117m. Therefore the total impact of early adoption is to reduce the loss for the period by £0.004m with an improvement of £0.117m to EBITDA.

The weighted average incremental borrowing rate applied to lease liabilities was 4%.

In applying the modified retrospective approach, the Group has taken advantage of the following practical expedient:

•              Leases with a remaining term of 12 months or less from the date of application have been accounted for as short-term leases (i.e. not recognised on balance sheet) even though the initial term of the leases from lease commencement date may have been more than 12 months.

3.      Segmental analysis

For executive management purposes, the business has two reportable segments being the Bonhill UK business and the InvestmentNews business. Further analysis of revenue has been performed by core proposition and country.

	9 month period ended 31 December 2018 £'000	12 month period ended 31 March 2018 £'000
Analysis of revenue by core propositions
Business information	5,433	670
Live events	2,080	1,936
Data and insight	478	-
Total	7,991	2,606
Analysis of revenue by country
United Kingdom	1,507	2,212
Europe	264	99
United States	6,220	295
Total	7,991	2,606

Of the above total Group revenue, £6.003m relates to revenue generated by InvestmentNews.

9 months ended 31 December 2018	Bonhill UK £'000	InvestmentNews £'000	Total £'000
Reportable segmental income statement
Revenue	1,998	6,003	7,991
Adjusted EBITDA	(936)	1,551	889
Adjusted operating profit/(loss)	(786)	1,452	666
Statutory operating profit/(loss)	(2,353)	379	(1,974)
Statutory profit/(loss) before tax	(2,352)	232	(2,120)
12 months ended 31 March 2018	Bonhill UK £'000	InvestmentNews £'000	Total £'000
Reportable segmental income statement
Revenue	2,606	-	2,606
Adjusted EBITDA	(393)	-	(393)
Adjusted operating profit/(loss)	(438)	-	(438)
Statutory operating profit/(loss)	(964)	-	(964)
Statutory profit/(loss) before tax	(971)	-	(971)

4.      Operating loss

(a)    Operating loss for the year has been arrived at after charging the following items:

	9 month period ended 31 December 2018 £'000	12 month period ended 31 March 2018 £'000
Depreciation of property, plant and equipment	20	6
Amortisation of purchased or internally generated intangible assets	135	39
Share based payment charge	68	-
Foreign exchange (gain) or loss	(149)	-
Operating lease rentals in respect of land and buildings	6	78
Staff costs	3,192	1,162
Directors' remuneration	385	384
Events costs	930	931
Impairment relating to expected credit losses	21	6
Print related costs	832	74
Other costs	1,885	364
	7,325	3,044

(b)    During the year, the following services were obtained from the Group's auditor as detailed below:

	9 month period ended 31 December 2018 £'000	12 month period ended 31 March 2018 £'000
Audit services
- Recurring fees payable to Company auditor for the audit of parent Company and consolidated accounts	28	29
- Additional fees payable in relation to non-recurring audit work	36	-
Other services
Fees payable to the company's auditor and its associates for other services:
- The audit of Company's subsidiaries pursuant to legislation	32	19
- Accounting work performed in relation to acquisition of InvestmentNews	346	-
- Tax work performed in relation to acquisition of InvestmentNews	82	-

The disclosure of the auditor's remuneration stated above relates to the Company's auditor, BDO LLP, and its associates.

(c)     Adjusting items

The Group incurred certain costs in 2017 and 2018 which the Directors believe should be disclosed as adjusting items as set out below:

	9 month period ended 31 December 2018 £'000	12 month period ended 31 March 2018 £'000
Write off relating to intangible assets	-	431
M&A costs (including legal fees)	1,932	82
Integration costs	252	-
Loss on write off relating to software	-	15
Profit on disposal of historic property, plant and equipment	-	(2)
Amortisation of intangibles acquired through business combination	456	-
	2,640	526

The tax effect of the adjusting items is a credit of £0.280m.

 

5.      Reconciliation of adjusted EBITDA to statutory earnings

Earnings before interest, depreciation and amortisation ("EBITDA") is a measure of earnings and cash generative capacity. Adjusted EBITDA, which excludes non-recurring items, facilitates an understanding of underlying earnings and cash generative capacity. A reconciliation of Adjusted EBITDA to statutory earnings is set out below.

	9 month period ended 31 December 2018 £'000	12 month period ended 31 March 2018 £'000
Adjusted EBITDA	889	(393)
Adjusting items	(2,184)	(95)
EBITDA	(1,295)	(488)
Depreciation	(20)	(6)
Amortisation and impairment	(591)	(470)
Share option charge	(68)	-
Operating loss	(1,974)	(964)
Net finance costs	(146)	(7)
Loss before tax	(2,120)	(971)
Taxation	280	-
Loss after tax	(1,840)	(971)

6.      Earnings per share

(a)        Basic earnings per share

Basic loss per share is calculated by dividing the loss attributable to owners of the parent by the weighted average number of ordinary shares in issue during the year.

Based on statutory earnings	9 month period ended 31 December 2018 £'000	12 month period ended 31 March 2018 £'000
Loss attributable to owners of the parent	(1,840)	(971)
Weighted average number of ordinary shares in issue	19,355,302	3,623,656
Basic earnings per share (pence per share)	(9.51p)	(26.79p)
Basic earnings per share (pence per share) - as previously stated		(0.67p)
Effect of prior period adjustments and share re-organisation		(26.12p)
Based on adjusted earnings	9 month period ended 31 December 2018 £'000	12 month period ended 31 March 2018 £'000
Profit attributable to owners of the parent	520	(445)
Weighted average number of ordinary shares in issue	19,355,302	3,623,656
Basic earnings per share (pence per share)	2.69p	(12.29p)
Basic earnings per share (pence per share) - as previously stated		(0.35p)
Effect of prior period adjustments and share re-organisation		(11.94p)

(b)    Diluted earnings per share

Based on statutory earnings	9 month period ended 31 December 2018 £'000	12 month period ended 31 March 2018 £'000
Loss attributable to owners of the parent	(1,840)	(971)
Weighted average number of ordinary shares in issue	19,355,302	3,623,656
Dilutive effect of "in the money" share options		2,500
Diluted ordinary shares	19,355,302	3,626,156
Basic earnings per share (pence per share)	(9.51p)	(26.77p)
Basic earnings per share (pence per share) - as previously stated		(0.67p)
Effect of prior period adjustments and share re-organisation		(26.10p)

7.      Called up share capital

Issued and fully paid ordinary shares of 1p each.

	Number	£'000
As at 31 March 2017	64,561,632	646
Shares issued during the 12 month period	107,500,000	1,075
As at 31 March 2018	172,061,632	1,721
Administrative issue of shares	8	-
Impact of 40:1 share re-organisation	(167,760,099)	(1,678)
Shares issued during the 9 month period	29,998,437	300
As at 31 December 2018	34,299,978	343

Deferred shares of 9p each.

	Number	£'000
As at 31 March 2017and 31 March 2018	25,603,787	2,304
Impact of 40:1 share re-organisation	18,640,011	1,678
Cancellation of deferred shares	(44,243,798)	(3,982)
As at 31 December 2018	-	-

8.      Lease

The group has chosen to early adopt IFRS 16 and therefore recognise a right-of-use asset and lease liability.

Right-of-use asset	£'000
Carrying value as at 1 April 2018	-
Additions to right-of-use assets	1,066
Amortisation charged	(98)
Foreign exchange impact of revaluation	-
Carrying value as at 31 December 2018	968
Lease liability
Carrying value as at 1 April 2018	-
Additions to lease liability	1,066
Interest charged	15
Repayments made	(65)
Foreign exchange impact of revaluation	2
Carrying value as at 31 December 2018	1,018

9.      Notes to the cashflow

	9 month period ended 31 December 2018 £'000	12 month period ended 31 March 2018 £'000
Loss after tax	(1,840)	(971)
Adjustments for:
Tax	(280)	-
Finance costs	146	7
Loss on write off relating to software	-	15
Profit on disposal of historic property, plant and equipment	-	(2)
Amortisation and impairment	591	470
Depreciation or property, plant and equipment	20	6
Share option charge	68	-
Other exceptional costs	2,184	-
Operating cash flows before movements in working capital	889	(475)
Movement in receivables	(2,520)	45
Movement in payables	1,230	(509)
CASH FLOWS (USED IN) / GENERATED FROM OPERATIONS	(401)	(939)

10.    Acquisition of InvestmentNews

On 17 August 2018 the Group acquired 100% of InvestmentNews, a US-based news, information and events business for a net consideration of £12.867m in cash, a £4.720m vendor loan and £3.052m taken as equity. This equity consisted of 3,815,338 shares at 80p per share. The principal reason for this acquisition was to enhance the Group's market-leading position and further develop the Group's events and data propositions. 

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

		Book value	Fair value adjustments	Total
Fair value of assets acquired		£'000	£'000	£'000
Property, plant and equipment		-	19	19
Intangibles		-	9,338	9,338
Trade receivables		2,217	-	2,217
Other receivables/prepayments		135	(51)	84
Trade receivables		(581)	-	(581)
Other payables/accruals		(1,324)	-	(1,324)
Provisions		(40)	-	(40)
Deferred tax liability		-	(2,442)	(2,442)
Fair value of net assets acquired		407	6,864	7,271
Goodwill				13,368
Consideration				20,639

Goodwill is attributable to the synergies expected to arise in integrating the operations into the wider Group. Intangibles included brands and customer relationships which will be amortised over a period of 10 and 7 years respectively. US intangibles, including goodwill, are expected to be deductible for tax purposes. Trade receivables were £2.217m net of irrecoverable debt provisions at acquisition of £0.095m.

The consideration comprised:

	£'000
Cash consideration	12,867
Shares	3,052
Vendor loan	4,720
	20,639

Since acquisition, InvestmentNews has contributed £6.003m to revenue and £1.551m to adjusted EBITDA.

 

END

 

 

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