TIDMBONH
RNS Number : 8348I
Bonhill Group PLC
29 November 2018
Strictly embargoed until: 7.00 a.m., 29(th) November 2018
Bonhill Group plc
("Bonhill" or the "Company")
HALF YEAR RESULTS FOR THE SIX MONTHSED 30 SEPTEMBER 2018
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 unaudited interim
results for the six months ended 30 September 2018.
Operational and Financial Highlights:
-- Name change to Bonhill Group plc, the first symbolic step in
transforming the business into a new entity with a significantly
updated strategy for growth
-- Successful fundraising of GBP19.2 million to provide the
Company with a strong financial base from which to execute its new
growth strategy with a radically improved and supportive
shareholder base
-- Successful acquisition of InvestmentNews, the market leading
brand for financial advisers in the US
-- Organic growth strategy driven by good progress in our
existing events - up 42% on a like for like basis and the launch of
new brands such as DiversityQ.com
-- Post-period end, the successful launch of Women in IT Dublin
and San Francisco and Women in Finance Dublin
-- Recruitment of high calibre staff in both territories (UK and
US) to support transformation into a leading media, data and events
provider
-- Revenue increased to GBP2.7 million (2017: GBP1.0 million)
with only six weeks' contribution in this period from
InvestmentNews
-- Adjusted EBITDA loss of GBP0.4 million (2017: loss of GBP0.2
million), reflecting continued investment in the business in
advance of the acquisition of InvestmentNews
-- Significantly improved balance sheet: healthy cash position
of GBP5.0 million as at 30 September 2018 (30 September 2017:
GBP2.1 million), to support future growth plans and proactive
acquisition strategy
-- Net assets as at 30 September 2018 increased to GBP21.8
million (30 September 2017: GBP2.7 million)
-- Underlying revenue in line with expectations and on track to
move into profit (pre-adjusting items) for the 9 month period
ending 31 December 2018
Commenting on the results, Simon Stilwell, Chief Executive of
Bonhill, said:
"It has been another period of quite dramatic change for
Bonhill. The old underlying business is in a much better shape,
growing in scale and reputation and delivering a combination of
high quality events and content for its various communities. The
acquisition of InvestmentNews is a major step forward in our
strategy and brings a high quality, highly profitable market
leading brand with further growth potential into the Company.
"We are discovering that the opportunities InvestmentNews
affords us are even greater than we first thought. It has a number
of positive effects, not least of all its revenue, profit and cash
generation which provide a proper platform for us to continue our
plans. The scale, nature and reach of our operations, the quality
of the business we now undertake and the people we employ are
transformed from the same period last year."
Commenting on outlook he added:
"While underlying revenue is in line with expectations for the 9
month period ending 31 December 2018, in the short term, our
primary objective is to ensure that Bonhill moves back into profit.
The loss in the six months ended 30 September 2018 reflects the
scale of change and the investment required to restore the business
onto a sensible platform. The acquisition of InvestmentNews, and
the progress we have made with the existing businesses, should see
the Company report a profit (before adjusting items) in the current
financial period to 31 December 2018, a testament to the hard work
done by every member of the team.
"We are confident that the new strategy, underpinned by
investment into the robust core businesses, positions the Company
well for the future. We look forward to driving the business
forward over the coming years while at the same time creating value
for shareholders."
-ends-
For further enquiries please contact:
Bonhill Group plc +44 (0)20 7250 7035
Simon Stilwell, Chief Executive
David Brown, Group Finance Director
Stockdale Securities Limited (Nominated
Adviser and Joint Broker) +44 (0)20 7601 6100
Tom Griffiths
Ed Thomas
Canaccord Genuity Limited (Joint Broker)
Simon Bridges
Ben Griffiths +44 (0)20 7523 8000
Belvedere Communications (Financial PR) +44 (0)20 3687 2757
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 Global Series, Women in Finance Awards
Global Series, British Small Business Awards, Women Advisor Summit,
Women to Watch, Diversity & Inclusion Summit and Retirement
Income Summit, amongst others.
For more information visit www.bonhillplc.com
Chairman's Statement
As we announce these half year results, the Company is barely
recognisable from the autumn of 2017 when the new management team
took over. The now transformed Bonhill Group plc stands on a much
better footing; with a clear strategy, a strong balance sheet, the
necessary investment funds and an attractive market
opportunity.
It has been an extremely busy period of activity in all areas of
the Company as it continues the transformation and development of
the old business into the new, but I am delighted that the strategy
presented post-autumn 2017 is working.
Since then, we have acquired InvestmentNews in the US, the
market leading brand which directs the communication between global
asset managers and the wider US financial adviser community. The
title launched in 1997 as a weekly publication and now comprises an
award winning website and a range of events and data products. We
believe there is a major opportunity to develop the brand further.
The management team has already made substantial progress in this
regard, with changes to pricing strategies, culture, recruitment,
data products and event development. There is still much to do to
fully realise its potential, but the early signs are very promising
and it is on track to exceed our expectations at the time of
acquisition.
During the reported period, we also completed a successful
GBP19.2 million fundraising, the proceeds of which, in part, were
used for the acquisition of InvestmentNews, but also for the VCT
qualifying element, which will be used to invest and develop our
other business areas. In particular, the Company will use these
proceeds to strengthen our technology offering, data products and
sales and marketing capabilities.
In order to cement Bonhill in its new corporate identity and to
merge with our US base, we have changed our year end to align
ourselves with InvestmentNews and to give a more balanced first
half/second half split. Furthermore, we also undertook a 40:1
consolidation of the shares.
To that end, our year end is now 31 December, which will result
in the second "half" of the current financial "year" being a short
three month period and the full "year" being only a nine month
period (both to 31 December 2018 respectively). While we have not
declared a dividend for the six months ended 30 September 2018, as
an indication of the Company's success, we intend to declare a
maiden dividend in respect of the interim results for the six
months ending 30 June 2019 and the process for us to be able to pay
that dividend has already begun.
I would like to take this opportunity to thank the team, the
vast majority of which are new to the business, for their
contribution to the success of Bonhill, as well as to all to our
shareholders (new and old), for their support during the
fundraising and acquisition of InvestmentNews and finally our
communities and stakeholders.
We look forward to the next year with enthusiasm and optimism
for our industry, our customers, our employees and our brand
partners around the world.
Neil Sachdev
Non-Executive Chairman
Chief Executive's Statement
Introduction: A Transformational Period
It has been another period of quite dramatic change for Bonhill,
as the refreshed strategy that the newly strengthened Board
presented in late 2017 comes to fruition. Importantly, the
experienced management team, along with the Board, is really
starting to influence the business at all levels as they action and
integrate the new direction of the Company.
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.
The old underlying business is now in a much better shape,
growing in scale and reputation and delivering a combination of
high quality events and new refreshed content for its various
communities. There is still work to do here, but with the various
changes we have made and in progress we have seen a marked uplift
in site traffic and a better sales pipeline.
Acquisition strategy in action: InvestmentNews
Significantly, this is the first set of results that
incorporates InvestmentNews, albeit only six weeks' contribution in
the period. The acquisition is a major step forward in our strategy
and brings a high quality, highly profitable market leading brand
into the Company.
It has a number of positive effects, not least of all its
revenue, profit and cash generation which provide a proper platform
for us to continue our plans. We are discovering that the
opportunities it affords us are even greater than we first thought
with opportunity in live events, data and research.
We look forward to 2019 with confidence, as we have recently
recruited a new and talented head of Digital, who will oversee the
largest part of the business. We have already expanded the 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 event
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. This
is likely to have a positive impact in the second half of 2019.
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 invigorated purpose, all of
which bodes well.
Operational Highlights
The scale, nature and reach of our operations, the quality of
the business we now undertake, and the people we employ are barely
recognisable from the same period last year.
Not only has it been a period of rapid change, but it has also
been a busy stage as the business successfully implements its new
plans. As we have continued to build Bonhill, it is important to
note some of the following important operational and strategic
milestones that we have achieved:
-- The internal operational and financial platform is largely in
place to facilitate future growth;
-- The business strategy is clear and being implemented to grow
market share in our chosen Technology, Financial and Diversity
sectors;
-- We are developing the quality and range of Business
Information, Live Events and Data & Insight propositions for
business communities both in the UK and US;
-- Existing brands have been refocused and reinvigorated (e.g.
Information Age) while new brands have been launched e.g.
DiversityQ.com;
-- The investment in a new technology platform at the heart of
our business strategy has started with product selection complete
and vendor selection and implementation partner negotiations
underway;
-- Our acquisition strategy to support the organic business
growth strategy began with the purchase of InvestmentNews and new
opportunities are being actively discussed and considered; and
-- The internal development of existing teams and the
recruitment of new talent, as well as initiatives to improve
corporate culture are successfully underway.
Business model: utilising all our assets and maximising data
cross-overs
Our combination of live events and owned media assets mean that
we can deliver a high-quality, fully rounded offering for our
clients meeting their objectives. As a key B2B media partner, we
can help businesses engage at the right level, and with the right
audience, but importantly also maintain that engagement over a
longer time frame.
It is our belief that the life cycle of an event has lengthened
and this gives our brand partners, sponsors and clients greater
exposure to the market and people they are seeking to address. We
can help control that access with our websites, publications and
communities. It is likely that many of our new event launches will
be more focused on summits and conferences to run alongside our
awards programmes, as we believe that there are some clear and
interesting opportunities in this area, whilst also generating
higher margins over the longer term.
The collection, processing and utilisation of data remains a key
focus and, in conjunction with our technology investment, we are
seeking to make material progress in the coming year on our wider
data offering. It has been helped in the short term by the
acquisition of InvestmentNews which already has a range of data
products. 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.
As a part of that progress, our various UK based websites have
been undergoing various forms of enhancement either by way of
editorial direction, content management or brand refresh. The
collective results are all very encouraging and we have seen a
positive increase in traffic and dwell times on all of our websites
compared to last year. For instance, total website users during the
reported period increased to 2.73 million (2017: 2.07 million).
Growth in our business communities and core propositions
At the time of the acquisition of InvestmentNews, we presented a
clear strategy to provide Business Information, Live Events and
Data & Insight services to three business communities:
Technology, Financial Services and Diversity.
We are developing for each of these communities a range of live
events and media assets to deliver Business Information as well as
other revenue generating activities.
As experts in their particular areas, our teams are well
positioned to grow and develop their sectors, supported by a
central resource of event knowledge, editorial and financial
support.
Our ambition is to develop all of these areas by creating high
quality content that informs and engages our communities, so that
we can further interact with them through our Live Events and data
products. Over time, we will grow these communities, sharing best
practice across them and improve our understanding of how to
effectively access our audiences.
We have focused on key sponsors in the period as we roll out our
Events portfolio which has been helped by the move to multi-year
and multi-location sponsorship. 'Women in IT', in particular, has
enabled us to secure greater visibility on revenue by offering
longer term partnerships with key sponsors in a range of
geographies. We have conducted extensive research in this area and
believe that there is a major opportunity to develop our offering
and revenue streams. The flagship Women in IT Awards which will be
held in London on 30 January 2019 is proving a huge success and we
are already seeing attendance levels and sponsorship packages in
excess of last year. We recently held our inaugural Women in IT -
Dublin event, attended by 475 people which, as a launch event, was
bigger than our launch event in London 4 years ago. It had an
amazing reception and an exceptional list of sponsors. Tonight sees
the launch of 'Women in IT' - Silicon Valley with attendance likely
to be in excess of 400 people. The successful launch of these two
events confirms that we have a global event series and we are
planning the next phase of its global expansion.
Similarly, the Women in Finance Awards, which was launched in
June 2017 to address a lack of diversity in that community, has
continued to grow in popularity. The second event was held in June
2018 with increased attendance and revenue. We also recently held
our inaugural Women in Finance - Dublin event which was attended by
300 people and again had a terrific array of sponsors.
We believe the gender diversity issue is not just related to
these two industries and our growth plan is twofold; to grow and
launch these events internationally, but also to look at other
sectors and other diversity issues outside of gender, including
social mobility, ethnicity, disability and LGBTQ. We are looking to
Asia in 2019 and the recent success in two new countries supports
my view that this is a global brand which gives me tremendous
confidence that we can continue to export its offering.
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 is scheduled for its 20(th)
year in February 2019.
Our SME assets, which include SmallBusiness.co.uk and
GrowthBusiness.co.uk, continue to reach an audience of over 240,000
monthly active users. As a way to utilise this client and
readership base, we also run the British Small Business Awards, and
this year saw the Festival of Small Business which saw good support
from the Minister for Small Business, Kelly Tolburst MP. We believe
that UK based SMEs will continue to be a key part of the UK economy
and, therefore, we will be holding more activities to help small
businesses both at a national and a regional level. Our Small
Business Grants Initiative, which makes a monthly GBP5,000 grant to
a qualifying business continues to grow and is an example of how we
can help build a stronger community of small businesses. This year
has already seen specific issues around GDPR, Brexit and changes in
the high street banking system all of which have put additional
pressures on smaller companies and we strive to provide informative
solutions and ideas for business owners.
Technology Infrastructure and Investment
We have earmarked GBP1.2 million for our technology investment
which will see us migrate away from the current InvestmentNews
vendors' infrastructure and create an efficient solution across the
wider group. The first steps have already been taken with a global
supplier of IT support, the architectural plans are ready and
vendor selection is now complete. The technical build out will
commence shortly alongside some short-term tactical fixes to
improve revenue.
Conclusion and outlook
After some years of instability and change, the new Bonhill
Group is now in a much stronger position. The changes in strategy
and sector focus, and with a new Board and management team in
place, have enabled us to change the path of the business towards
growth and profitability.
We have a more robust balance sheet which has enabled us to
launch new events and rapidly develop our leadership in specific
sectors, as well as to further develop our existing brands.
The acquisition of InvestmentNews is the first step in changing
the reach and scale of the business and gives an early indication
of the ambition of the management team as we look forward to
developing the mix and reach of the business further.
We are proactively exploring other acquisition opportunities and
our key criteria remain aligned with our existing sectors,
complementary to our focus on Business Information, Live Events and
Data & Insight and also aligned to our geographic plans. We
have identified a number of opportunities that would fit extremely
well with the Company.
While underlying revenue is in line with expectations for the 9
month period ending 31 December 2018, in the short term, our
primary objective is to ensure that Bonhill moves back into profit.
The loss in the six months ended 30 September 2018 reflects the
scale of change and the investment required to restore the business
onto a sensible footing. The acquisition of InvestmentNews and the
progress we have made with the existing businesses should see the
group return to profit (before adjusting items) in the current
financial period to 31 December 2018, a testament to the hard work
done by every member of the team.
We are confident that the new strategy, underpinned by
investment into the robust core business, positions the Company
well for the future.
We look forward to driving the business forward over the coming
years while at the same time creating value for our shareholders
and our communities.
Simon Stilwell
Chief Executive
Financial Review
Income statement
In these results, we refer to adjusted results as well as the
equivalent statutory measures. Adjusted results are prepared to
provide additional relevant information on our future or past
performance where equivalent information cannot be presented using
financial measures under IFRS. Adjusted results exclude adjusting
items, acquisition costs and amortisation of intangible assets
acquired through business combinations, as set out in note 5
below.
Sept 2018 Sept 2017
6 months 6 months
(unaudited) (unaudited)
GBP'000 GBP'000
----------------------------------------- ------------- ------------
Revenue 2,661 1,009
Adjusted EBITDA loss (415) (194)
Depreciation / amortisation of internal
generated intangibles (64) (17)
Share option charge (26) (1)
----------------------------------------- ------------- ------------
Adjusted operating loss (505) (212)
Finance costs (45) (1)
----------------------------------------- ------------- ------------
Adjusted loss before tax (550) (213)
Adjusted tax credit 17 -
----------------------------------------- ------------- ------------
Adjusted loss (533) (213)
Adjusting items (1,956) (29)
----------------------------------------- ------------- ------------
Statutory loss (2,489) (242)
----------------------------------------- ------------- ------------
Adjusted loss per share (4.50)p (12.62)p
Statutory loss per share (21.01)p (14.34)p
----------------------------------------- ------------- ------------
Revenue grew 164% to GBP2.661m (2017: GBP1.009m). This included
6 weeks of trade from InvestmentNews which contributed
GBP1.708m.
Bonhill UK revenues comprised three like-for-like events which
grew 42%, and the launch of the new Future Stars of Tech event
which contributed GBP0.096m of new revenue. The Investor Allstars
event which was run after the period end had contributed GBP0.243m
of revenue in 2017. In total, Events delivered GBP0.648m of
revenue, up 3% on the comparable period in the prior year. Other UK
activities continued at the same rate as the second half of last
year, but lower than the first half of last year, generating
revenue of GBP0.305m (2017: GBP0.378m).
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 6. An adjusted EBITDA loss of GBP0.415m (2017: GBP0.194m
loss) was driven by the reduced level of higher margin media sales
generated, and the continued investment made to strengthen the
Company's management team.
Adjusting items comprised GBP1.823m (2017: GBPnil) of
acquisition related costs and GBP0.165m (2017: GBP0.029m) relating
to amortisation of intangible assets acquired, together with tax on
these items of GBP0.032m.
On an adjusted basis, the retained loss was GBP0.533m (2017:
GBP0.213m), equivalent to 4.50p per share (2017: 12.62p per share).
The statutory loss for the year was GBP2.489m (2017: GBP0.242m),
equivalent to 21.01p per share (2017: 14.34p per share).
Cash flow
Sept 2018 Sept 2017
6 months 6 months
(unaudited)
GBP'000 (unaudited)
GBP'000
-------------------------------------------- -------------- ------------
Adjusted EBITDA (415) (194)
Working capital movement (296) 237
Interest paid (41) (1)
Foreign exchange gains or losses 9 -
Purchases of property, plant and equipment
and intangible assets (78) (11)
-------------------------------------------- -------------- ------------
Free cash (outflow)/inflow (821) 31
Acquisition of InvestmentNews (12,867) -
Acquisition costs (1,560) -
Proceeds from issue of ordinary shares 19,247 2,051
Repayment of invoice discounting and
other borrowing - (93)
Net cash inflow 3,999 1,989
-------------------------------------------- -------------- ------------
Working capital was well controlled, with a GBP0.296m increase
as a result of working capital requirements following the
acquisition of InvestmentNews.
Net of GBP1.3m of costs, GBP19.2m of share placing proceeds were
raised in the period (2017: GBP2.051m), of which GBP12.9m was used
as part consideration to acquire InvestmentNews, and GBP1.4m paid
out relating to acquisition costs, leading to a net cash inflow of
GBP3.999m (2017: GBP1,989m).
Balance sheet
Accounting policies and treatments were thoroughly reviewed last
year, which led to a number of prior period adjustments (detailed
in note 8), the most significant of which is the commencement of
amortisation of publishing rights. Together, these adjustments have
reduced the reported profit for the six months ended 30 September
2017 by GBP0.029m, and the opening balance sheet as at 1 April 2017
by GBP0.566m.
At 30 September 2018, the business had a healthy cash balance of
GBP5.003m (2017: GBP2.105m).
Trading update
InvestmentNews continues to perform ahead of our expectations at
the time of its acquisition, and in the 10 months to 31 October
2018 had delivered unaudited sales of $15.9m, up 18% on the same
period last year - a trend that we would expect to see continued to
the end of the 9 month period ending 31 December 2018. In the UK,
live events continue to grow over last year, with encouraging sales
already booked for the first quarter of 2019. UK media sales, the
smallest part of our business, remains flat against last year but
with recent investment we are seeing growth in website traffic
which is encouraging for the 2019 outlook.
Given the strong performance of InvestmentNews, we have taken
the opportunity to accelerate our investment plans to grow our
sales, marketing and support functions to enable continued growth
in 2019 and beyond.
David Brown
Group Finance Director
Consolidated statement of comprehensive income
for the six month period ended 30 September 2018
6 month period ended 6 month period
30 September 2018 ended 30 September
(unaudited) 2017
(unaudited)
Adjusted Adjusting Statutory Adjusted Adjusting Statutory
results items results results items results
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 2,661 - 2,661 1,009 - 1,009
Net operating expenses (3,102) (1,823) (4,925) (1,204) - (1,204)
Depreciation (33) - (33) (4) - (4)
Amortisation (31) (165) (196) (13) (29) (42)
--------- ---------- ---------- --------- ---------- ----------
Net operating loss (505) (1,988) (2,493) (212) (29) (241)
Finance costs (45) - (45) (1) - (1)
--------- ---------- ---------- --------- ---------- ----------
Loss before tax (550) (1,988) (2,538) (213) (29) (242)
Income tax credit 17 32 49 - - -
--------- ---------- ---------- --------- ---------- ----------
Loss for the period (533) (1,956) (2,489) (213) (29) (242)
--------- ---------- ---------- --------- ---------- ----------
Basic loss per share attributable
to the owners of the parent (4.50p) (21.01p) (12.62p) (14.34p)
Consolidated statement of financial position
at 30 September 2018
30 September 2018 30 September 2017
(unaudited) (unaudited)
GBP'000 GBP'000
NON-CURRENT ASSETS
Goodwill 13,605 729
Other intangible assets 9,515 839
Property, plant and equipment 84 8
Deferred tax asset 79 -
Right-of-use asset 1,009 -
------------------ ------------------
24,292 1,576
------------------ ------------------
CURRENT ASSETS
Trade and other receivables 5,070 319
Cash and cash equivalents 5,003 2,105
------------------ ------------------
10,073 2,424
------------------ ------------------
TOTAL ASSETS 34,365 4,000
------------------ ------------------
NON-CURRENT LIABILITIES
Deferred tax liability (2,383) -
Financial liability (387) -
------------------ ------------------
(2,770) -
------------------ ------------------
CURRENT LIABILITIES
Trade and other payables (4,467) (1,253)
Income tax liability (30) -
Borrowings (4,607) (55)
Financial liability (658) -
------------------ ------------------
(9,762) (1,308)
------------------ ------------------
TOTAL LIABILITIES (12,532) (1,308)
------------------ ------------------
NET ASSETS 21,833 2,692
------------------ ------------------
EQUITY
Share capital 4,325 4,025
Share premium 26,715 4,315
Share option reserve 26 118
Other reserves 104 104
Accumulated losses (8,970) (5,870)
Foreign exchange reserve (367) -
------------------ ------------------
TOTAL EQUITY ATTRIBUTABLE
TO OWNERS OF THE PARENT 21,833 2,692
------------------ ------------------
Consolidated statement of changes in equity
for the six month period ended 30 September 2018
(Unaudited) Share Share Share Other Accumulated Foreign Total
capital premium option reserves losses exchange
reserve reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 31
March 2017 as reported 2,950 3,369 118 104 (5,072) - 1,469
Prior year adjustments
(note 8) - - - - (556) - (556)
--------- --------- --------- ---------- ------------ ---------- ---------
Balance as at 31
March 2017 as restated 2,950 3,369 118 104 (5,628) - 913
Total comprehensive
loss for the period - - - - (242) - (242)
Issue of share capital 1,075 946 - - - - 2,021
--------- --------- --------- ---------- ------------ ---------- ---------
Balance as at 30
September 2017 4,025 4,315 118 104 (5,870) - 2,692
Total comprehensive
loss for the period - - - - (729) - (729)
Issue of share capital - - - - - - -
--------- --------- --------- ---------- ------------ ---------- ---------
Balance as at 31
March 2018 4,025 4,315 118 104 (6,599) - 1,963
Total comprehensive
loss for the period - - - - (2,489) - (2,489)
Issue of share capital 300 22,400 - - - - 22,700
Removal of share
option scheme - - (118) - 118 - -
Share option charge - - 26 - - - 26
Foreign currency
translations - - - - - (367) (367)
--------- --------- --------- ---------- ------------ ---------- ---------
Balance as at 30
September 2018 4,325 26,715 26 104 (8,970) (367) 21,833
--------- --------- --------- ---------- ------------ ---------- ---------
Consolidated statement of cash flows
for the six month period ended 30 September 2018
6 month period ended 6 month period ended
30 September 2018 30 September 2017
(unaudited) (unaudited)
GBP'000 GBP'000
CASH (USED IN) / GENERATED
FROM OPERATIONS (812) 43
Interest paid (41) (1)
--------------------- ---------------------
NET CASH (USED IN) / GENERATED
FROM OPERATING ACTIVITES (853) 42
INVESTING ACTIVITES
Purchases of property, plant
and equipment (64) (5)
Purchases of intangible assets (14) (6)
Cash paid for acquisition (12,867) -
Exceptional costs (1,560) -
--------------------- ---------------------
NET CASH USED IN INVESTING
ACTIVITIES (14,505) (11)
--------------------- ---------------------
FINANCING ACTIVITIES
Proceeds from issue of ordinary
shares 19,247 2,051
Repayment of invoice discounting
facility and other borrowings - (93)
--------------------- ---------------------
NET CASH GENERATED FROM FINANCING
ACTIVITIES 19,247 1,958
--------------------- ---------------------
FOREIGN EXCHANGE MOVEMENT 110 -
NET INCREASE IN CASH AND
CASH EQUIVALENTS 3,999 1,989
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF THE PERIOD 1,004 116
--------------------- ---------------------
CASH AND CASH EQUIVALENTS
AT THE OF THE PERIOD 5,003 2,105
--------------------- ---------------------
1. Basis of preparation
The financial information presented in this announcement has
been prepared in accordance with the recognition and measurement
requirements of 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.
With the exception of the standards outlined in note 2, the
principal accounting policies adopted in the preparation of the
financial information in this announcement are unchanged from those
used in the Company's financial statements for the year ended 31
March 2018 and are consistent with those that the Company has
applied in its financial statements for the year ended 31 March
2018.
The financial information set out above does not constitute the
Company's statutory accounts for the six month period ended 30
September 2018 or the six month period ended 30 September 2017.
Statutory accounts for the year ended 31 March 2018 have been
reported on by the Independent Auditor. The Independent Auditor's
Report on the Annual Report and Financial Statements for 2018 and
2017 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. Statutory accounts for the year ended 31
March 2018 have been filed with the Registrar of Companies.
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 9 Financial Instruments
-- IFRS 15 Revenue from Contracts with Customers
It is not anticipated that the above standards will have a
material impact on the Group financial statements in the period of
initial application.
The following standard has been published and is mandatory for
accounting periods beginning after 1 January 2019:
-- 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 six month period to 30 September 2018
includes GBP4,961 of interest and GBP31,103 of amortisation of the
right to use asset in line with IFRS 16. Refer to note 10 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 six
month period to 30 September 2018 would have been a rental expense
of GBP46,735. Therefore, the total impact of early adoption is to
reduce the loss for the period by GBP10,671 with an improvement of
GBP46,735 to EBITDA.
3. Revenue
For executive management purposes, the business has one
reportable segment. No analysis is made below the revenue line and
no further analysis of the income statement or financial position
is carried out.
6 month period ended 6 month period ended
30 September 2018 30 September 2017
(unaudited) (unaudited)
GBP'000 GBP'000
Analysis of revenue by core
propositions
Business Information 1,659 376
Live Events 835 633
Data & Insight 167 -
--------------------- ---------------------
Total 2,661 1,009
--------------------- ---------------------
Analysis by country
United Kingdom 953 1,009
United States 1,708 -
--------------------- ---------------------
Total 2,661 1,009
--------------------- ---------------------
4. Operating loss
Operating loss for the period has been arrived at after charging
the following items:
6 month period ended 6 month period ended
30 September 2018 30 September 2017
(unaudited) (unaudited)
GBP'000 GBP'000
Depreciation of property,
plant and equipment (33) (4)
Amortisation of purchased
or internally generated intangible
assets (31) (13)
Share option charge (26) (1)
Foreign exchange gain or (15) -
loss
--------------------- ---------------------
5. 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.
6 month period ended 6 month period ended
30 September 2018 30 September 2017
(unaudited) (unaudited)
GBP'000 GBP'000
Acquisition costs 1,823 -
Amortisation of intangibles
acquired through business
combination 165 29
--------------------- ---------------------
1,988 29
--------------------- ---------------------
The tax effect of the adjusting items is a credit of
GBP32,064.
6. 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.
6 month period ended 6 month period ended
30 September 2018 30 September 2017
(unaudited) (unaudited)
GBP'000 GBP'000
Adjusted EBITDA (415) (194)
Adjusting items (1,823) -
--------------------- ---------------------
EBITDA (2,238) (194)
Depreciation (33) (4)
Amortisation and impairment (196) (42)
Share option charge (26) (1)
--------------------- ---------------------
Operating loss (2,493) (241)
Net finance costs (45) (1)
--------------------- ---------------------
Loss before tax (2,538) (242)
Taxation 49 -
--------------------- ---------------------
Loss after tax (2,489) (242)
--------------------- ---------------------
7. 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 6 month period ended 6 month period ended
30 September 2018 30 September 2017
(unaudited) (unaudited)
GBP'000 GBP'000
Loss attributable to owners
of the parent (2,489) (242)
Weighted average number of
ordinary shares in issue 11,842,132 1,687,470
Basic earnings per share
(pence per share) (21.01p) (14.34p)
Basic earnings per share
(pence per share) - as previously
stated (0.32p)
Effect of prior period adjustments
and share re-organisation (14.02p)
--------------------- ---------------------
Based on adjusted earnings 6 month period ended 6 month period ended
30 September 2018 30 September 2017
(unaudited) (unaudited)
GBP'000 GBP'000
Loss attributable to owners
of the parent (533) (213)
Weighted average number of
ordinary shares in issue 11,842,132 1,687,470
Basic earnings per share
(pence per share) (4.50p) (12.62p)
Basic earnings per share
(pence per share) - as previously
stated (0.32p)
Effect of prior period adjustments
and share re-organisation (12.30p)
--------------------- ---------------------
8. Prior period adjustments
Adjustments have been made to the comparative period 1 April
2017 to 30 September 2017 compared to the interim announcement made
last year based on adjustments identified in the 31 March 2018
Annual Report.
The following adjustments have been included in earlier periods,
affecting profit and therefore the brought forward reserves. All of
these adjustments were identified and included in the 31 March 2018
Annual Report.
Impact on statement of profit Earlier 30 September 2017
or loss GBP'000 GBP'000
Amortisation (484) (29)
Administrative expenses (72) -
--------- ------------------
Total (556) (29)
--------- ------------------
Impact on equity for the
group
Intangibles (484) (29)
Trade and other payables (72) (30)
--------- ------------------
Net impact on equity (556) (59)
--------- ------------------
Amortisation - change of accounting policy
During the year ended 31 March 2018, the Board reviewed the
accounting approach to intangible assets, and adopted an accounting
policy of amortising publishing rights. The Board estimated a
useful economic life of 20 years. As no amortisation was provided
previously, this resulted in an additional amortisation charge and
a corresponding cumulative reduction in intangible assets.
VAT control accounts
The Group also reviewed the historical balances on VAT control
accounts and found VAT costs, largely relating to surcharges, that
had been deferred to the VAT debtor in the 2017 balance sheet. An
adjustment of GBP31,268 has been made to increase administrative
expenses with a corresponding increase in the VAT creditor.
Directors' salary accruals
During the year ended 31 March 2018, the Group paid
Non-executive Directors fees relating to prior years which had not
been accrued in the 2017 balance sheet. A prior year adjustment has
been made to increase 2016 Directors' fees by GBP41,158 with a
corresponding increase in payables.
Equity adjustments
During the year ended 31 March 2018, fees relating to the issue
of share capital were noted that were missed in the interim
statement to 30 September 2017. Consequently, an adjustment of
GBP30,000 has been made to reduce the share premium as at 30
September 2017 with a corresponding increase in payables.
Similarly, a GBP99,000 adjustment has been made to increase other
reserves and correspondingly reduce share premium due to a
misallocation of costs related to the share issue made as at 30
September 2017.
9. Called up share capital
Issued and fully paid ordinary shares of 1p each.
Number GBP'000
As at 31 March 2017 64,561,632 646
Shares issued during the
6 month period 107,500,000 1,075
-------------- --------
As at 30 September 2017 172,061,632 1,721
Shares issued during the - -
6 month period
-------------- --------
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
6 month period 29,998,437 300
-------------- --------
As at 30 September 2018 34,299,978 343
-------------- --------
Deferred shares of 9p each.
Number GBP'000
As at 31 March 2017, 30 September
2017 and 31 March 2018 25,603,787 2,304
Impact of 40:1 share re-organisation 18,640,011 1,678
----------- --------
As at 30 September 2018 44,243,798 3,982
----------- --------
10. 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 GBP'000
Carrying value as at 1 April 2018 -
Additions to right-of-use assets 1,065
Amortisation charged (31)
Foreign exchange impact of revaluation (25)
--------
Carrying value as at 30 September 2018 1,009
--------
Lease liability
Carrying value as at 1 April 2018 -
Additions to lease liability 1,065
Interest charged (5)
Repayments made -
Foreign exchange impact of revaluation (15)
--------
Carrying value as at 30 September 2018 1,045
--------
11. Notes to the cash flow
6 month period ended 6 month period ended
30 September 2018 30 September 2017
(unaudited) (unaudited)
GBP'000 GBP'000
Loss before tax (2,538) (242)
Adjustments for:
Finance costs 45 1
Amortisation and impairment 196 42
Depreciation or property,
plant and equipment 33 4
Share option charge 26 1
Other exceptional costs 1,823 -
Foreign exchange movement (101) -
--------------------- ---------------------
Operating cash flows before
movements in working capital (516) (194)
Movement in receivables (1,110) 63
Movement in payables 2,777 174
Working capital due from (1,963) -
Crain
--------------------- ---------------------
CASH FLOWS (USED IN) / GENERATED
FROM OPERATIONS (812) 43
--------------------- ---------------------
12. Acquisition of InvestmentNews
On 17 August 2018 the Group completed the acquisition of
InvestmentNews.
Fair value of assets acquired GBP'000
Property, plant and equipment 19
Intangibles 9,338
Trade receivables 2,217
Other receivables/prepayments 84
Trade receivables (581)
Other payables/accruals (1,299)
Provisions (40)
Deferred tax liability (2,442)
--------
Fair value of net assets acquired 7,296
Goodwill 13,343
--------
Consideration 20,639
--------
Consideration comprised cash consideration, a vendor loan and
consideration taken as equity. Due to the proximity of the
acquisition date to the interim announcement the fair values
attributed to the acquisition have been determined provisionally.
The goodwill that arose on the acquisition can be attributed to the
existing workforces' skills and experience, sector knowledge,
future profitability and synergies expected through the
acquisition. The fair value of intangibles, comprising brand and
customer lists, was determined through discounted cash flow
modelling, and taking into account industry practice. The fair
value of the property, plant and equipment was determined through
consideration of the cost and age of the computer equipment
owned.
The consideration comprised:
GBP'000
Cash consideration 12,867
Shares 3,052
Vendor loan 4,720
--------
20,639
--------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR LFFLLLRLTFIT
(END) Dow Jones Newswires
November 29, 2018 02:00 ET (07:00 GMT)
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