TIDMBONH
RNS Number : 2571T
Bonhill Group PLC
24 March 2021
24 March 2021
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, Events and
Data & Analytics, announces its audited final results for the
year ended 31 December 2020.
Financial Highlights
-- Revenue down 27% to GBP17.8 million (2019: GBP24.4 million)
as COVID-19 impacted live events
-- Adjusted EBITDA GBP0.1 million (2019: GBP2.3 million) prior
to adverse year end foreign exchange movement of GBP0.2
million, in line with what was stated at the time of the
placing in April 2020
-- Gross profit impact limited to only a 12% reduction to
GBP14.3 million (2019: GBP16.2 million) through change
in product mix to digital-first
-- Events revenue down 37% to GBP6.1 million (2019: GBP9.6
million) with transition from live to virtual events
-- Overall gross margin increased to 80% (2019: 67%) through
successful transition to virtual events
-- Operating loss GBP(10.7) million (2019: GBP(3.7) million)
after in impairment of goodwill of GBP6.6m
-- Cash at 31 December 2020 higher than expected at GBP1.3
million (2019: GBP1.9 million). As at 28 February 2021,
cash was GBP1.6 million
Operational Highlights
-- Transformation of Group's global operating model to deliver
cost savings, improved efficiencies and clear business
unit ownership
-- The annualised impact of cost saving initiatives taken
in 2020 is approximately GBP2.4 million
Launched market-leading virtual events franchise - 102
delivered from standing start in mid-2020
-- Technology infrastructure investment completed giving
global IT platform - driving improved performance and
speed of new product development
-- ESG Clarity, a UK and European proposition, became a
global brand with successful launch in US and Asia
Commenting on the outlook for the Group, Simon Stilwell, CEO of
Bonhill, said:
"After a strong start to 2020, COVID-19 forced the Company to
take swift and decisive action to address the changing operating
environment. These dynamic changes will have a lasting positive
impact on the Group as we become an increasingly digital-first
business. Our successful transition into the virtual events arena
and the shared brands, product and revenue opportunities across the
Group are testament to the power of collaboration and
innovation.
"We are confident of revenue growth of approximately 12% in 2021
and to report EBITDA of approximately GBP1.2 million, excluding any
Government support. We have had a promising start to 2021 and
entered the year with an optimised operating model, strong customer
relationships and some clear areas for growth."
A presentation on the full year results for 2020 is available at
the following link: http://bit.ly/BONH_FY20_presentation
-ends-
For further enquiries please contact:
Bonhill Group plc +44 (0)20 7250 7035
Simon Stilwell, Chief Executive
Sarah Thompson, Chief Financial Officer
Shore Capital (Nominated Adviser and Joint
Broker) +44 (0)20 7408 4080
Tom Griffiths/David Coaten (Corporate Advisory)
Fiona Conroy (Corporate Broking)
Canaccord Genuity Limited (Joint Broker)
Bobbie Hilliam
Adam James
Georgina McCooke +44 (0)20 7523 8000
Houston (PR Adviser)
Alexander Clelland +44 (0)20 4529 0549
About Bonhill Group plc
Bonhill Group plc is a leading, AIM-quoted, B2B media company
providing Business Insight, Events and Data & Analytics
propositions to Financial Services, Diversity and Technology
business communities in 25 countries. Bonhill operates fifteen
information websites, publishes four regular print titles, hosts
120 events per annum, offers a portfolio of data & analytics
propositions and provides a range of content marketing
solutions.
The business creates content, sales and marketing opportunities,
networking events and transactional opportunities for its audiences
of entrepreneurs, business owners and managers, CTOs &
technology leaders, asset & wealth managers, and professional
women, in addition to its sponsors, advertising clients and
customers. Flagship brands include: InvestmentNews, Portfolio
Adviser, Fund Selector Asia, What Investment, SmallBusiness.co.uk,
GrowthBusiness.co.uk, Information Age, Women in... events series,
and DiversityQ.
For more information visit www.bonhillplc.com
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Chairman's Statement
2020 was the most challenging year in the Group's history. The
business was severely impacted by the global pandemic and had to
reorganise and refinance to withstand the impact on revenues,
particularly in the Events business which saw a 37% reduction
year-on-year.
It is a credit to the staff that we ended the year at a near
breakeven adjusted EBITDA position in line with our expectations at
the time of the fundraising in April 2020, although the path to
that point had many twists and turns with the extended periods of
lockdown and changes in government guidance. Our investment in
technology improvements enabled us to move quickly and respond to
our customers.
The Company was reorganised midway through the year with a new
executive committee to drive through the necessary change in the
business model, revenue streams and customer offering in light of
the restrictions placed on the global events market and advertising
spend in the face of global uncertainty.
Across the Group, year-on-year, Business Information revenues
fell by 21%, Events by 37% and Data and Insight by 17%, resulting
in overall Group revenues being down by 27% compared with 2020. The
impact of the successful switch to virtual events and other Group
initiatives saw an improvement in gross margins by 13% in the year
to 80%. Operating loss increased by GBP7m to GBP(10.7)m largely
reflecting the goodwill write down of GBP6.6m at the half year.
Cash conservation was key in the year and a combination of the
fundraising in April, raising GBP2.25m net of expenses, and a focus
on working capital management and cost saving initiatives in all
areas led to a year-end cash position of GBP1.3m (2019: GBP1.9m).
As at 28 February 2021, cash was GBP1.6 million.
During the year, the Company also took advantage of the various
government initiatives to support the business and utilised the
Paycheck Protection Program (PPP) in the US, receiving a grant of
GBP0.8m, furloughing in the UK amounting to GBP0.186m, as well as
Bounce Back Loans (BBL) totalling GBP0.1m.
In the year, there were two changes to the board, with Fraser
Gray being replaced in late June by Jon Kempster as a Non-Executive
Director and chair of the Audit Committee and Sarah Thompson was
appointed as Chief Financial Officer in September, after David
Brown stood down in July 2020. We thank Fraser and David for their
contributions to the Company.
I am particularly proud of the way that the organisation has
responded to these challenging times. Despite all of the
disruptions, our employees have excelled in constantly finding
creative solutions to problems, in adopting high standards in new
areas and creating new products to replace lost revenues. Their
commitment and positivity during lockdown, remote working and
beyond in all areas has been outstanding.
The completion of our technology projects in the year enabled us
to work remotely very successfully and the platform we have built
leaves us in a strong position going forward. We are already seeing
the benefit of the new platform with the speed of new product
development and enhancements to our product set.
Finally, I would like to thank our staff across the
international borders for their resilience and hard work, our
shareholders for their support, in particular at the time of the
fundraising, and our broad customer base for its continued support
whilst they have faced their own business challenges.
We are now set up to make 2021 a year of delivery for
shareholders after the challenges of 2019 and the turmoil of 2020.
The extensive changes made in the year position us well to achieve
that.
Neil Sachdev
Chairman
23 March 2021
Chief Executive's review
Introduction
2020 was an extremely challenging year for the Group, but one
which we have weathered well, overcoming many obstacles along the
way and emerging well organised and equipped to deal with the
evolving environment ahead. Despite the impact of the global
pandemic, we managed to complete the year in a robust position with
a refined business model, improved propositions for customers,
successful completion of our technology investment programme,
greater global collaboration and a stronger Group identity.
The biggest direct impact of COVID-19 on the Group was the loss
of revenue from live events due to cancellations and postponements,
showing a 37% reduction in Events revenue in 2020 compared with
2019. Despite this, overall Group revenue in the year was only down
27% against the previous year. Additionally, gross margin increased
by 13% to 80% compared to the preceding year as the Company
continued its transition to a more digital-first product
offering.
COVID-19 required a wholesale change to our Events proposition.
Initially, we had to postpone and then, in the vast majority of
cases, cancel all of our global live events and then convert our
offering to virtual which saw excellent support from both attendees
and sponsors. The net result is that the Group's Events revenue,
which was GBP9.6m (representing 39% of total revenue) in the year
ended 31 December 2019, delivered GBP6.1m in the year ended 31
December 2020 ("FY 2020" or the "Year"), of which GBP1.5m was from
live events held pre-pandemic and GBP4.6m from the 102 virtual
events run between March 2020 and December 2020.
Our work on re-engineering the Group helped us counter this
reduction in revenue and we also developed new product pipelines.
We delivered a range of new products in our various titles and saw
good growth with new products in SmallBusiness.co.uk, part of our
re-branded Business Solutions division, in our Fintech offering in
the US, as part of InvestmentNews ("IN"), and in our Content
Marketing business, Last Word Create, that was only launched in
January 2020. ESG Clarity, a UK and European proposition, was
successfully launched in both the US and Asia in the year. These
activities reflect the ongoing need to provide solutions for
clients and are testament to the strength of our brands and
relationships with clients, which have enabled us to be innovative.
Global uncertainty means clients are seeking to better understand
their communities and to find more effective ways to communicate
with them. We are continuing to develop new products in 2021 and
have six global initiatives running to help rebuild our revenues.
One of which, Fintech for Advisers, has already been launched in
the US, and ESG Clarity, which now operates on a global basis, has
launched its first global ESG event in May 2021.
Financial information
Revenues for the Year were GBP17.8 million (2019: GBP24.4
million). The Company delivered a strong second half of the Year
("H2") with GBP10.1 million of revenue, compared to GBP7.7 million
reported in the first half ("H1"), and adjusted EBITDA of
approximately GBP1.55 million (H1: GBP1.69 million loss). This was
a result of the swift and positive action taken during the early
months of the pandemic. These revenue numbers exclude UK Government
support of approximately GBP1.0 million which has been presented as
part of the net operating expenses in the income statement.
Adjusted EBITDA for the Year was GBP0.1 million (2019: GBP2.3
million), prior to an adverse year end foreign exchange movement of
GBP0.2 million.
The result for the Year is in line with the Company's
expectations based on the assumptions made in its announcement of
the placing of new shares on 9 April 2020. It is important to
recognise that this is a significant achievement given the
protracted periods of lockdown during the Year and the uncertainty
around the return of live events. Cash at 31 December 2020 was
higher than expected at GBP1.3 million (2019: GBP1.9 million),
although this does include the impact of deferring the GBP0.3m VAT
payment into 2021. As at 28 February 2021, cash was GBP1.6
million.
The Group incurred exceptional integration and restructuring
costs in the Year totalling GBP1.4 million (2019: GBP3.6 million),
mainly due to the final integration into the Group of each of
InvestmentNews and Last Word Media ("LWM"), which were acquired by
the Company in August 2018 and April 2019 respectively, as well as
other restructuring costs relating to COVID-19 in all of the
Group's businesses and the fundraising in April 2020. With all of
the integration and restructuring now complete, we would not expect
to see any adjusting items in the current year.
Strategic review
COVID-19 forced us to look at every aspect of the business and
reinforced our view that we need to build a business of balance
between revenue streams and a refocus on recurring revenue. We
remain focused on the provision of Business Information, Events and
Data & Insight in our 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 have reorganised into two clearly defined global
business sectors: Financial Services, and Business Solutions and
Governance. Both of these divisions serve growing and constantly
evolving markets and are extremely complementary. Increasingly, we
have seen a sharp focus on Environmental, Social and Governance
(ESG), both in the investment community, but also within the wider
business community we serve. We believe this theme will be a core
element of our offering across all of our communities and so we
will develop products and offerings to reflect that change. ESG
Clarity was developed into a global brand to reflect this theme and
the launch of our global ESG task force in January 2021 and the
launch of our inaugural global ESG event in May 2021, in
conjunction with the UN, highlights how we are servicing this
fast-growing area.
New divisional structure
Mid-year we made wholesale changes to the Group's model and
operating structure to deliver cost savings, improved efficiencies
and clear business unit ownership.
We remain focused on Financial Services with our strong presence
in the UK, US and Asia. InvestmentNews is run by Christine Shaw
and, in July 2020, Patrick Ponsford took over responsibility for
Last Word Media in the UK, Europe and Asia, allowing me to
concentrate on being Chief Executive of the Group.
Our previously known Technology business, led by Jon Seymour,
which principally comprised Information Age, has been combined with
Small Business, Growth Business and What Investment and rebranded
as Business Solutions.
The newly formed Governance business (formerly Diversity), also
led by Jon Seymour, is based on our leading Gender Diversity
franchise the 'Women in...' series and the website DiversityQ. We
have broadened our activities to include all aspects of governance
and put them under the DiversityQ brand.
The leaders of these businesses are joined on the Group's
executive committee by Sarah Thompson, Chief Financial Officer,
Suzanne Tomlinson, Head of HR, and Simon Collin, Chief Technology
Officer/Chief Product Officer.
This newly constructed team has been tasked with a number of key
items and reportable KPIs:
- Change the business mix to replace lost event revenue with a
growing level of subscription or recurring revenues;
- Increase the business areas' operating margin to achieve a
blended Group operating margin (before depreciation and
amortisation) of 15% by the end of 2023;
- Create a more stable employee base and recruit high quality
individuals while retaining and developing existing staff; and
- Create engaging content that keeps us at the heart of our communities.
A new LTIP was put in place to incentivise this core team,
details of which were announced in October 2020, and are contained
in the remuneration committee report of the full annual Report and
Accounts.
COVID 19 response
During 2020, the Company utilised a range of measures to
navigate the COVID-19 operating environment. Self-help measures
included restructuring and the implementation of a new divisional
structure, new KPIs and incentives to focus on an increased level
of recurring revenue, and new product development. External support
included the Paycheck Protection Program ("PPP") in the US and the
UK Government's Coronavirus Job Retention Scheme. There are
currently no staff members on furlough and headcount across the
Group at the end of the Year was 136 (31 December 2019: 162).
During 2021, the Company expects to see additional savings from
supplier agreements including print, IT and services and reduced
rental costs, both from the renegotiated lease in the US and from
exiting the Company's head office, Fleet House, in May 2021. The
Group continues successfully to operate remotely and although it is
currently looking for a new head office, it will be at a reduced
annual cost.
Financial services
InvestmentNews
During the Year, InvestmentNews focused primarily on driving
recurring revenue through increasing subscriptions and building a
broader customer base through key vertical market segments, as well
as continuing to develop its core offering to the US financial
advisor market. It has launched three new products since June 2020:
ESG Clarity US, a website focused on ESG investing; a FinTech
virtual event; and RPA Convergence, a website focused on retirement
planners. This has continued in 2021 with Fintech for Advisers. The
speed at which new products can be launched is a reflection of the
return on investment in the platform.
In the Year, revenues were down 35% year-on-year, principally
due to the lack of live event activity and pressures on print
advertising as a result of stopping the weekly print title for
three months. Most events were rescheduled into a virtual format
and were successfully run in the second half.
During the Year, there was encouraging growth in digital
activity as a result of the investment in the website and
enhancements to core offerings. Digital revenues were in line with
the Board's pre-COVID expectations and we continue to see progress
into 2021.
Of total revenues generated by InvestmentNews in the Year,
Business Information accounted for 71%, Events 22% and Data &
Insight 7%.
The decision to stop production of InvestmentNews' weekly print
magazine and replace it with a digital version was taken in March
2020. Overall, there were GBP0.3m of savings from reduced print
production and postage in the Year. Due to customer demand, a print
version was restarted in July 2020 and is selling well in 2021. A
new print contract was signed in February 2021 producing an 8%
saving with a supplier with strong sustainability
characteristics.
In August 2020, the Company exited the Transitional Services
Agreement ("TSA") with Crain Communications, Inc ("Crain"),
InvestmentNews' former owners, and, as set out above, in December
2020 renegotiated a new lease in the US away from Crain. The final
payment to Crain under the vendor loan agreement is due in August
2021 and, as at 31 December 2020, $1.4m was outstanding. As at 24
March 2021, this stands at $0.8m. While the exit from the TSA saw
direct costs reduce by $0.2m in H2 2020, the services have been
absorbed by the wider Group, including finance, ad ops, technology
and associated operations.
With a completed technology investment programme, new enhanced
core website, a developing portal strategy and continued strong
engagement with a broadening client base, InvestmentNews is well
placed to show double digit revenue growth in 2021.
Last Word Media
Last Word Media saw revenues impacted due to a historic focus on
its 'Congress' live event format. Total revenues in the Year were
down 36% (on a like-for-like basis) from the previous year
reflecting the lack of live event activity between March 2020 and
December 2020. The direct impact of COVID-19 saw all of LWM's
planned Q2 events move into successful virtual formats in the final
quarter of the Year.
In February 2020, and in advance of COVID-19, we took the
decision to restructure the European business to better align our
product offering to the broad European audience. This reduced
headcount by 12, which, combined with the removal of the print
version of Expert Investor, created annualised cost savings of
GBP0.7m. Our European content is now focused on three key regions,
Nordics, DACH and Southern Europe and with a greatly reduced events
calendar.
Another round of restructuring was taken at the half year to
reflect the outlook for live events and the originally planned end
of furlough which resulted in a further seven redundancies creating
annualised cost savings of GBP0.3m.
The split of revenue by proposition generated by LWM in the Year
was Business Information 49%, Events 44% and Data & Insight
7%.
Despite the challenges, LWM is now a much more streamlined
business with a better split of revenues and its creativity and
solutions mentality is working well. We worked hard to develop
innovative formats with virtual events and new business areas.
Three notable successes were the global rollout of the
sustainability title, ESG Clarity; the commercial success of the
launch of the Content Marketing business, LastWord Create; and the
development of new products, including ESG MOTs and the Responsible
Ratings Index at Last Word research. Last Word Asia's revenue was
flat year-on-year at GBP0.9m, which was a credible performance
given the challenges faced in the region and the move to virtual
events.
Business Solutions
Our Business Solutions division consists of SmallBusiness.co.uk,
GrowthBusiness.co.uk, www.information-age.com and
www.whatinvestment.co.uk.
The impact of the new leadership introduced in 2019 was
extremely beneficial in preparing the business for the enormous
spike in demand in SmallBusiness.co.uk and GrowthBusiness.co.uk
during the early days of the pandemic. The audience increased
fivefold in the first weeks of lockdown as people sought
information on all aspects of the various UK Government
initiatives. This continued throughout the Year with the changes in
UK Government guidance and various initiatives which were put in
place to help UK SMEs. The increase in the number of registered
subscribers helped to drive the strong growth seen in digital
revenues.
Media performed extremely well, up 43% in the Year compared to
the previous year, due mainly to the diversification of revenue
streams in the last 18 months and strengthening relationships with
key clients. New lead-generation products, content-based
partnerships and the growth in registered subscribers were the key
drivers of growth.
What Investment had a strong Year with its revenues being 20%
higher than those in 2019, driven mainly by the easing of the
competitive landscape and the overall growth in personal investing
driven by lockdown conditions. The launch of regular supplements
and a recent redevelopment of the website and magazine should drive
continued growth in 2021.
Information Age also had a strong 2020 with media revenue up
126% from 2019. This is a result of pre-COVID-19 changes feeding
through and the broadening of revenue streams to include lead
generation products, webinars and premium gated content.
Across Business Solutions and Governance, the combined revenue
split by proposition in the Year was Business Information 48%,
Events 52% and Data & Insight 0%.
Growth Company Investor ("GCI"), which has published its monthly
investment recommendation newsletter for private investors since
1996 and was originally part of Vitesse Media, the predecessor
company to Bonhill, was sold to its editor in October 2020 for a
nominal consideration. Bonhill Group is focused on the global B2B
arena within financial services while GCI, with its B2C focus, was
a strategic outlier. In light of the operating environment, the
Board made the strategic decision to dispose of GCI. No other Group
brands are up for sale.
Governance
Governance (formally known as Diversity) supports organisations
with their policies, processes, systems and behaviours to ensure
that they align with legislation. Historically, this principally
awards-led business has successfully transitioned to both virtual
formats and also to a multi-day summit serving multiple
geographies.
We restructured the division in order to better align the global
events teams, improve efficiencies and share best practice.
ESG
A strong feature of the Year was the variety of ESG initiatives
which the Company developed in response to demand from both
investors and providers in the area. We launched ESG Clarity in
both the US and Asia and this global platform is well placed for
the coming years. Approximately 50% of all current RFPs received by
the Company have an ESG component and our events portfolio,
research and data offerings and product set have been adjusted to
reflect this fast-growing trend.
Technology Infrastructure
With our initial post-acquisition technology investment
complete, we are now augmenting that with targeted initiatives as
we look to protect and grow revenues as well as to enhance
operational efficiency. We have made significant upgrades to key
websites and have implemented key changes to our technology to
simplify and centralise operations with additional control
processes. This includes a shift from using external agencies to
FTE resources. We see the benefits of our investment programme in
both the speed at which we can launch new products, but also the
common standards and practice across the Group which has allowed
greater global collaboration and the sharing of best practice.
Dividend
In light of the prevailing operating environment, and the
Company's financial situation, the decision was taken not to
recommend the payment of a final dividend with the Company's
results for the year ended 31 December 2019 and similarly we will
not be recommending the payment of a final dividend for the year
ended 31 December 2020. It is very much the Board's intention that
the Company should return to paying a dividend when it is
appropriate to do so.
Outlook
The impact of COVID-19 forced the Company to take swift and
decisive action to address the changing operating environment.
These changes brought the Company closer together as it moved
successfully into the virtual events arena and shared brands,
product and revenue opportunities across the Group. This newfound
unity and collaboration will serve us well in the future.
It is our aim to have a year of delivery for shareholders after
the challenges of 2019 and the impact of the pandemic in 2020. The
new executive committee, KPIs, and divisional structure are all in
place to deliver that outcome.
We are constantly assessing the potential for the return of live
events which will vary region by region, but the signs for a return
of our Congress activities with Last Word Media in the second half
of the year are encouraging and we will plan in line with the UK
Government's four stage plan. InvestmentNews is exploring live
activity in specific US States in line with the vaccine roll out,
customer demand and local guidance.
As a result of the actions taken by the Company in 2020 to
address its cost base, operating structure and implement a
digital-first product set, and in light of the current operating
environment, the Board expects to see revenue growth of
approximately 12% in 2021 and to report EBITDA of approximately
GBP1.2 million, excluding any Government support. The Board does
not anticipate there being any adjusting items this year. The
improvement in working capital management seen in H2 2020, strong
cash conversion and the better-than-expected Year end cash position
should lead to a further strengthening of the Company's balance
sheet in 2021.
Summary
2020 was a difficult year for the Group with the impact of
COVID-19. I am pleased that the business has responded well with a
strong virtual events portfolio and an enhanced digital offering.
The pandemic forced a reassessment of the business lines and we
enter 2021 with our investment programmes and restructuring
complete, improved and more efficient internal processes and strong
customer relationships and some clear areas for growth.
We have seen a promising start to 2021 and, with the challenges
of 2020 behind us, remain confident that we will deliver an
improved financial performance despite the changing landscape for
live events.
Simon Stilwell
Chief Executive
23 March 2021
Chief Financial Officer's review
Financial Headlines
Year ended
Year ended 31 Dec Change Change
Key Financials (GBP'ks) 31 Dec 2020 2019 GBP %
Revenue 17,812 24,429 (6,617) (27)%
Gross Profit 14,334 16,273 (1,939) (12)%
Gross Margin 80% 67% - 13%
Adjusted EBITDA* (146) 2,312 (2,458) (106)%
Adjusted operating profit/(loss)* (8,343) 1,387 (9,730) (702)%
Statutory operating profit/(loss) (10,660) (3,655) (7,005) (192)%
Cash 1,343 1,891 (548) (29)%
Adjusted basic earnings/(loss) per
share (10.41)p 2.24p
Statutory basic earnings/(loss) per
share (13.24)p (9.28)p
------------------------------------- ------------- ----------- -------- -------
2020 was a tumultuous year for Bonhill as it was for many
companies both in our industry and beyond. The ongoing revisions to
UK Government guidance and the unforeseen protracted length of
lockdowns in the UK and the US meant that we were unable to put on
any live events from March to December 2020. Whilst the initial
shock of the potential to lose up to a third of our revenue was
worrying, management and all employees turned their focus to how we
could adapt quickly to remain competitive in this environment.
Revenue and gross margin
Revenue reduced year-on-year by GBP6.6m (-27.1%) to GBP17.8m as
a direct result of COVID-19 impacting the Company's ability to
continue with live events as originally planned. However, through a
change in product mix as described below, the reduction in gross
profit year-on-year was only GBP1.9m (11.9%) and the overall gross
margin actually increased by 13% to 80%.
Business Information revenue reduced year-on-year by 21% in 2020
to GBP10.7m, but within this, digital revenue remained flat
year-on-year at GBP7.6m, and print revenue declined by 48% to
GBP3.1m. This was a deliberate change in product mix to migrate the
business away from reliance on our traditional print magazines.
This increase in digital was particularly seen in our Business
Solutions business unit, where What Investment increased revenue by
20% from 2019, and our Small Business and Growth Business sites saw
a combined increase in revenue of 36%. This shift from print to
digital has realised benefits at gross margin across the Group with
a combined 11% increase to 86% since 2019.
As would be expected, Events revenue was reduced by the largest
amount in 2020 and was down 37% to GBP6.1m (2019: GBP9.6m). This
conversion of our Events business to a virtual offering has been
very successful and has accounted for a large proportion of the
overall uplift in Group gross margin as we moved from 54% in 2019
to 71% in 2020. The absolute margin on virtual events is closer to
80%, but this blended margin reflects the 14 live events that took
place in Q1 2020.
Data & Insight saw a reduction in revenue of 17% to GBP1.0m
in 2020, mainly due to reduced customer spending, a by-product of
COVID-19. However, through an increase in gross margin from 71% to
81%, we have managed to maintain the gross profit figure which was
flat on 2019.
Revenue
Year ended
31 Dec
Year ended 31 Dec 2020 2019
BSG(3) LWM IN Group Change
Business information 1,218 3,063 6,414 10,695 13,564 -21%
Events 1,337 2,766 1,971 6,074 9,605 -37%
Data & Insight - 399 644 1,043 1,260 -17%
Total 2,555 6,228 9,029 17,812 24,429 -27%
====================== ======= ====== ====== ======= =========== =======
Gross Margin
Year ended
31 Dec
Year ended 31 Dec 2020 2019
BSG(3) LWM IN Group Change
Business information 69% 92% 86% 86% 75% 14%
Events 66% 69% 77% 71% 54% 32%
Data & Insight 0% 92% 85% 81% 71% 14%
Total 65% 82% 84% 80% 67% 21%
====================== ======== ===== ==== ====== =========== =======
(3) BSG - Business Solutions and Governance, LWM - Last Word
Media, IN - InvestmentNews.
Operating costs (excl. depreciation, amortisation, lease
payments under IFRS16 and share based payments)
One of the positives to come from 2020 is that we have been able
to spend time focusing on fully integrating and improving our back
office systems and platforms and finalising the technology work
that had been ongoing since 2018. Not only will this reduce costs
and drive operational efficiencies, it will also allow management a
much clearer view of the financial performance of the business.
To review the underlying cost base of the business, we need to
acknowledge two key points. One, that the acquisitions and
subsequent integrations of LWM and IN have resulted in one-off
costs to the business and two, that we need to include a full year
of LWM costs, rather than the 8 months of (post acquisition) costs
as reported in the 2019 accounts. The second half of 2020 marked
the point at which all the integration and restructuring work was
completed and, therefore all future costs were now processed as
being purely operational and would no longer be treated as
"adjusting".
Year-on-year the underlying cost base of the business has
reduced by GBP2.4m.
Year ended Year ended Change Change
31 Dec 2020 31 Dec 2019(4) GBP %
Staff Costs 12,472 12,267 205 2%
IT 974 325 650 200%
Legal & Professional 610 596 14 2%
T&E 115 774 (659) -85%
Office costs (excl. IFRS 16
rent) 327 612 (285) -47%
Other costs 1,007 1,011 (5) -0%
Total operating costs excl.
adjusting items 15,505 15,585 (80) -1%
============= ================ ======== =======
Adjusting items (see note 3) 1,429 3,747 (2,318) -62%
Total operating costs 16,934 19,332 (2,398) -12%
============= ================ ======== =======
(4) includes a full 12 months of LWM for comparative
purposes.
While both staff and IT costs look to have increased
year-on-year, these are the two areas that have been most affected
by the integration work and therefore are most inter-twined with
the adjusting items.
Throughout 2020, there has been a huge amount of change to the
employee base as the Company has restructured itself
post-acquisitions and post COVID-19 to be better positioned going
into 2021. Whilst there is a net headcount reduction of 41, there
have been 89 leavers and 48 joiners, bringing in new skills and
perspectives as our product offering evolves.
Headcount(5) BUK(6) LWM IN Group
Opening 52 75 50 177
Starters 17 9 22 48
Leavers (24) (38) (27) (89)
Closing 45 46 45 136
======= ===== ===== ======
(5) defined as number of people paid via monthly payroll (6) BUK
equates to Business Solutions & Governance plus centralised,
Group functions.
Cash flow
The biggest financial focus for 2020 was to conserve cash and
manage working capital during a period where the timing of revenue
and subsequent cash receipts were uncertain. Whilst the year
started off as planned, we soon had to defer some Q1 events and
nearly all Q2 events to the last part of the year. As in previous
years, a large proportion of our customers had already paid for
these events upfront in Q1 2020 or even in Q4 2019, giving us a
large deferred income balance to contend with. Whilst we have been
very successful at converting our events to a virtual platform, and
thereby managed to reduce the value of cash refunds to a minimum,
it meant that much of our Q4 revenue was non-cash generative and
merely reduced the deferred income.
To help mitigate this, we undertook the following actions and
government aid:
-- Enhanced credit control processes and procedures to materially reduce our debtor days
-- Deferral of GBP0.3m of Q1 2020 VAT to be repaid in Q2 2021
-- Deferral of GBP0.9m of PAYE payments to HMRC, which were all
repaid in full before the year end
-- US Paycheck Protection Programme loan (and subsequent grant) of GBP0.9m
-- UK Bounce Back Loan of GBP0.1m
-- UK receipts under the Government job retention scheme of
GBP0.2m. We no longer have any employees on furlough.
All of these actions combined resulted in a cash balance at 31
December 2020 of GBP1.3m (2019: GBP1.9m). As at 28 February 2021,
cash was GBP1.6 million.
Cash and net debt
At the year end, we had a net cash position of GBP0.1m,
including IFRS16 lease liabilities. The office lease in New York
came to an end and the vendor loan will be fully repaid in August
2021.
Year ended Year ended
31 Dec 31 Dec
2020 2019
Cash 1,343 1,891
Borrowings (1,060) (2,614)
Lease liabilities under IFRS16 (184) (1,600)
Net cash/(debt) 99 (2,323)
=========== ===========
Trade debtors
The benefits of the enhanced credit control processes can be
seen below where the ageing of the debt has changed significantly
year-on-year.
Year ended Year ended
31 Dec 31 Dec
2020 2019
Current/not due 1,862 777
30-60 days past due 404 2,035
60-120 days past due 332 1,212
120+ days past due 769 1,347
Gross trade receivables 3,367 5,371
=========== ===========
Provision (440) (160)
Net trade receivables 2,927 5,211
=========== ===========
Net trade receivables as a % of revenue 16% 21%
The overall net trade receivables balance has reduced by 44%
year-on-year, and the percentage of debt greater than 60 days past
due has reduced from being 48% of the gross balance in 2019 to 33%
in 2020.
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.
Whilst the global COVID-19 pandemic has had a widespread
macro-economic effect, operationally the Group's business was able
to transition to remote working seamlessly and has been able to
perform very effectively, managing the expectations of clients and
delivering a continuous excellent service.
Nevertheless, the Group's trading in 2020 has been adversely
impacted by the COVID-19 pandemic as described in the Group
Strategic Report. Given this impact on trading, the Directors have
completed a comprehensive going concern review and, in adopting the
going concern basis for preparing the financial statements, the
Directors have considered the future trading prospects of the
Group's businesses, the Group's available liquidity alongside the
Group's principal risks as set out in the Strategic Report.
Taking account of the recent announcements of the successful
development of a vaccine for COVID-19, and the distribution of the
vaccine in 2021, the base case scenario assumes a modest
improvement in trading conditions during 2021, building on the
momentum that has been seen in the second half of 2020 when
compared with the first 3 months of the pandemic. The 2021
projections have been created with most events assumed to be
virtual to try and minimise any further impact of COVID and the
potential of ongoing local lockdowns. Digital revenue has remained
broadly flat from 2019 to 2020 showing its resilience to being
adversely affected by the pandemic, and Data & Insight consists
mostly of recurring revenue subscriptions which are expected to
remain reasonably stable. When comparing these projections to 2019
and 2020, the Directors believe that this is a relatively
conservative base case.
The Group meets its day-to-day financing and working capital
requirements through ongoing operating cash flows and available
cash. The Group's forecasts and projections, taking account of
possible changes in trading performance under various scenarios,
show that the Group will be able to operate within the level of its
current cash until at least 30 June 2022. In addition, the Group
has successfully demonstrated in 2020 that it has the ability to
take significant additional steps, if required, to mitigate the
impact of any further downside scenarios should they occur.
Cash levels are strong and the Group monitors and manages its
cashflows regularly and carefully. Over the 15-month period of the
scenarios, cash balances are forecast to remain at more than
adequate levels to fund the Group's planned activities. While the
Group has taken advantage of government schemes to defer its VAT
payments from 2020 to 2021, and subsequently result in a cash
outflow in 2021, overall net cashflow remains strong and positive
for the year.
While the Directors are comfortable that the uncertainties in
respect of cash flows referred to above are not material
uncertainties that might cast doubt about the Group's ability to
continue as a going concern, they acknowledge that the long-term
impact of COVID-19 remains complicated and that it is possible that
the impact of the pandemic on trading conditions could be more
prolonged or severe than currently forecast by the Directors. If
this were to prove to be the case, the Group may need to implement
further operational or financial measures (including the management
of operating costs, working capital, capital expenditure or other
similar measures) to ensure that the Group continues to protect the
business from such downside risks.
Sarah Thompson
Chief Financial Officer
23 March 2021
Consolidated statement of comprehensive income
for the year ended 31 December 2020
Year ended 31 December Year ended 31 December
2020 2019
--------------------------------- ---------------------------------
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 17,812 - 17,812 24,429 - 24,429
Net operating expenses (17,940) (1,429) (19,369) (22,233) (3,637) (25,870)
Impairment relating
to expected credit
losses - - - (33) - (33)
Depreciation (153) - (153) (104) - (104)
Amortisation and
impairment (8,062) (888) (8,950) (672) (1,405) (2,077)
------------------------------ --------- ---------- ---------- --------- ---------- ----------
Net operating profit/(loss) (8,343) (2,317) (10,660) 1,387 (5,042) (3,655)
Finance costs (211) (5) (216) (491) - (491)
------------------------------ --------- ---------- ---------- --------- ---------- ----------
Profit/(loss) before
tax (8,554) (2,322) (10,876) 896 (5,042) (4,146)
Tax (3) - (3) 106 (106) -
------------------------------ --------- ---------- ---------- --------- ---------- ----------
Profit/(loss) for
the period (8,557) (2,322) (10,879) 1,002 (5,148) (4,146)
Other comprehensive
income:
Items that may
be reclassified
subsequently to
profit or loss:
Exchange differences
on translating
foreign operations (251) - (251) (455) - (455)
------------------------------ --------- ---------- ---------- --------- ---------- ----------
Total comprehensive
income/(loss) for
the year (8,808) (2,322) (11,130) 547 (5,148) (4,601)
------------------------------ --------- ---------- ---------- --------- ---------- ----------
Basic loss per
share attributable
to the owners
of the parent (10.41)p (13.24)p 2.24p (9.28)p
Diluted loss per
share attributable
to the owners of
the parent (11.26)p (9.28)p
------------------------------ --------- ---------- ---------- --------- ---------- ----------
Consolidated statement of financial position
as at 31 December 2020
31 December 31 December
2020 2019
GBP'000 GBP'000
---------------------------------------- ------------ ------------
Non-current assets
Goodwill 10,760 17,109
Other intangible assets 8,622 10,392
Property, plant and equipment 190 343
Deferred tax asset 315 459
Right-of-use asset 158 1,493
----------------------------------------- ------------ ------------
20,045 29,796
---------------------------------------- ------------ ------------
Current assets
Trade and other receivables 4,596 8,070
Cash and cash equivalents 1,343 1,891
----------------------------------------- ------------ ------------
5,939 9,961
---------------------------------------- ------------ ------------
Total assets 25,984 39,757
----------------------------------------- ------------ ------------
Non-current liabilities
Deferred tax liability (426) (464)
Borrowings (50) (1,046)
Lease financial liability - (712)
----------------------------------------- ------------ ------------
(476) (2,222)
---------------------------------------- ------------ ------------
Current liabilities
Trade and other payables (3,354) (5,265)
Borrowings (1,010) (1,568)
Lease financial liability (184) (888)
Current tax liability - (23)
----------------------------------------- ------------ ------------
(4,548) (7,744)
---------------------------------------- ------------ ------------
Total liabilities (5,024) (9,966)
----------------------------------------- ------------ ------------
Net assets 20,960 29,791
----------------------------------------- ------------ ------------
Equity
Share capital 986 486
Share premium account 1,759 -
Share-based payment reserve 245 217
Merger reserve 1,976 1,976
Other reserves 104 104
Retained earnings 16,562 27,429
Foreign exchange reserve (672) (421)
----------------------------------------- ------------ ------------
Total equity attributable to owners of
the parent 20,960 29,791
----------------------------------------- ------------ ------------
Consolidated statement of changes in equity
for the year ended 31 December 2020
Share-
based Foreign
Share Share payment Merger Other Retained exchange
capital premium reserve reserve reserves earnings reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- --------- --------- --------- --------- ---------- ---------- ---------- ---------
Balance as at 31 December
2018 343 26,715 68 - 4,086 (8,343) 34 22,903
Loss for the period - - - - - (4,146) - (4,146)
Other comprehensive
income - - - - - - (455) (455)
--------------------------- --------- --------- --------- --------- ---------- ---------- ---------- ---------
Total comprehensive
loss for the period - - - - - (4,146) (455) (4,601)
Transactions with owners
in their capacity as
owners:
Issue of share capital 143 9,881 - 1,976 - - - 12,000
Share issue costs - (524) - - - - - (524)
Removal of share option
scheme - - 149 - - - - 149
Share option charge - - - - - (136) - (136)
Capital reduction - (36,072) - - (3,982) 40,054 - -
Balance as at 31 December
2019 486 - 217 1,976 104 27,429 (421) 29,791
Loss for the year - - - - - (10,879) - (10,879)
Other comprehensive
income - - - - - - (251) (251)
--------------------------- --------- --------- --------- --------- ---------- ---------- ---------- ---------
Total comprehensive
loss for the year - - - - - (10,879) (251) (11,130)
Transactions with owners
in their capacity as
owners:
Issue of share capital 500 2,000 - - - - - 2,500
Share issue costs - (241) - - - - - (241)
Share option charge - - 28 - - - - 28
Other movements - - - - - 12 - 12
Balance as at 31 December
2020 986 1,759 245 1,976 104 16,562 (672) 20,960
--------------------------- --------- --------- --------- --------- ---------- ---------- ---------- ---------
Consolidated statement of cash flows
for the year ended 31 December 2020
Year ended Year ended
31 December 31 December
2020 2019
GBP'000 GBP'000
------------------------------------------------- ------------- -------------
Cash generated/(used in) operations 940 1,225
Interest paid (243) (345)
Taxation paid - (107)
M&A costs - (817)
Integration costs (1,627) (1,621)
Restructuring costs - (1,208)
-------------------------------------------------- ------------- -------------
Net cash generated used in operating activities (930) (2,873)
-------------------------------------------------- ------------- -------------
Investing activities
Purchases of property, plant and equipment (35) (257)
Purchases of intangible assets (299) (689)
Net cash paid for acquisition - (5,840)
-------------------------------------------------- ------------- -------------
Net cash used in investing activities (334) (6,786)
-------------------------------------------------- ------------- -------------
Financing activities
Proceeds from issue of ordinary shares 2,259 9,484
Repayment of borrowings (1,604) (1,613)
Lease repayments (860) (523)
Government C-19 funding received 989 -
Dividends paid - (136)
-------------------------------------------------- ------------- -------------
Net cash generated from financing activities 784 7,212
-------------------------------------------------- ------------- -------------
Foreign exchange movement (68) (29)
-------------------------------------------------- ------------- -------------
Net decrease in cash and cash equivalents (548) (2,476)
Cash and cash equivalents at the beginning
of the period 1,891 4,367
-------------------------------------------------- ------------- -------------
Cash and cash equivalents at the end of
the period 1,343 1,891
-------------------------------------------------- ------------- -------------
The Group consists of entities with functional currencies of
GBP, USD, SGD and HKD.
Notes to the cash flow statement
Reconciliation of loss after tax to cash flows used in
operations
Group
----------------------------------------------- ----------------------------
Year ended Year ended
31 December 31 December
2020 2019
GBP'000 GBP'000
----------------------------------------------- ------------- -------------
Loss after tax (10,879) (4,146)
Adjustments for:
Tax 3 -
Finance costs 216 491
Amortisation and impairment 8,950 2,077
Depreciation of property, plant and equipment 153 104
Share-based payment charge (18) 149
Other exceptional costs 1,429 3,637
----------------------------------------------- ------------- -------------
Operating cash flows before movements
in working capital (146) 2,312
Movement in receivables 2,921 213
Movement in payables (1,835) (1,300)
----------------------------------------------- ------------- -------------
Cash flows generated/(used) in operations 940 1,225
----------------------------------------------- ------------- -------------
Notes to the financial statements
for the year ended 31 December 2020
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 year ended 31 December 2020
and the year ended 31 December 2019 does not constitute the
company's statutory accounts for those years.
Statutory accounts for the year ended 31 December 2019 have been
delivered to the Registrar of Companies. The statutory accounts for
the year ended 31 December 2020 will be delivered to the Registrar
of Companies in due course.
The auditors' reports on the accounts for 31 December 2020 and
31 December 2019 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
Going concern
The Group has limited forward visibility and like all
organisations, at this stage it is hard to predict the full extent
of the impact of COVID-19. Consequently, there is a high degree of
uncertainty in respect of future outcomes, however, the various
stress test scenarios indicate that the Group can continue to
operate within its banking facilities.
In the event that there is a more significant downturn than in
the scenarios tested, there are further mitigating actions which
could include but are not limited to, further reductions in
non-business critical expenditure as well as the potential for
headcount reductions. As a consequence, the Directors have formed a
judgement, at the time of approving the financial statements, that
there is a reasonable expectation that the Group has adequate
resources to continue in operational existence and meet its
liabilities as they fall due over the going concern review
assessment period.
2. Segmental analysis
For executive management purposes, the business has three
reportable segments being Bonhill UK, InvestmentNews and Last Word
Media. Further analysis of revenue has been performed by core
proposition and country.
12 month 12 month
period ended period ended
31 December 31 December
2020 2019
GBP'000 GBP'000
------------------------------------------ -------------- --------------
Analysis of revenue by core propositions
Business information 10,695 13,564
Live events 6,074 9,605
Data and insight 1,043 1,260
------------------------------------------ -------------- --------------
Total 17,812 24,429
------------------------------------------ -------------- --------------
Analysis of revenue by country
United Kingdom 7,880 8,205
Europe, Middle East and Africa - 1,344
North America 9,029 14,337
Asia Pacific 903 543
------------------------------------------ -------------- --------------
Total 17,812 24,429
------------------------------------------ -------------- --------------
Last Word
12 month period ended Media Bonhill UK InvestmentNews Total
31 December 2020 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------- ---------- ----------- --------------- ---------
Reportable segmental income
statement
Revenue 6,228 2,555 9,029 17,812
Adjusted EBITDA 506 (2,586) 1,934 (146)
Adjusted operating profit/(loss) 47 (6,264) (2,126) (8,343)
Statutory operating profit/(loss) 56 (7,318) (3,398) (10,660)
Statutory profit/(loss)
before tax 34 (6,526) (4,384) (10,876)
----------------------------------- ---------- ----------- --------------- ---------
Last Word
12 month period ended Media Bonhill UK InvestmentNews Total
31 December 2019 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ---------- ----------- --------------- ---------
Reportable segmental income
statement
Revenue 6,710 3,822 13,897 24,429
Adjusted EBITDA 907 (1,815) 3,220 2,312
Adjusted operating loss 551 (2,085) 2,921 1,387
Statutory operating loss 66 (4,312) 591 (3,655)
Statutory loss before
tax 44 (4,368) 178 (4,146)
----------------------------- ---------- ----------- --------------- ---------
3. Operating loss
(a) Operating loss for the year has been arrived at after
charging the following items:
12 month 12 month
period ended period ended
31 December 31 December
2020 2019
GBP'000 GBP'000
----------------------------------------------- -------------- --------------
Depreciation of property, plant and equipment 153 104
Amortisation of purchased or internally
generated intangible assets 743 79
Impairment of intangible assets 6,601 -
Lease amortisation 718 593
Foreign exchange (gain) or loss 180 54
Operating lease rentals in respect of
land and buildings 24 73
Staff costs 9,950 10,698
Directors' remuneration 626 516
Events costs 1,769 4,853
Print/digital related costs 1,513 1,420
Impairment relating to expected credit
losses - 33
Grant income related to COVID-19* (1,025)
Other costs 4,903 4,619
------------------------------------------------ -------------- --------------
Adjusting operating costs 26,155 23,042
------------------------------------------------ -------------- --------------
Adjusting items 2,317 5,042
------------------------------------------------ -------------- --------------
Statutory operating costs 28,472 28,084
------------------------------------------------ -------------- --------------
*Includes GBP0.2m UK furlough income and GBP0.9m PPP US
funding.
(b) Adjusting items
The Group incurred certain costs in the 12 months ended 31
December 2020 and the 12 month period ended 31 December 2019 which
the Directors believe should be disclosed as adjusting items as set
out below. 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.
12 month 12 month
period ended period ended
31 December 31 December
2020 2019
GBP'000 GBP'000
------------------------------------------------------- -------------- --------------
Restructuring 805 1,208
M&A costs (including legal fees) - 808
Integration costs 624 1,621
Amortisation of intangibles acquired through business
combination 888 1,295
Intangible asset write-off - 110
------------------------------------------------------- -------------- --------------
2,317 5,042
------------------------------------------------------- -------------- --------------
Adjusting items are reviewed on a transactional level basis as
to their nature and intention. Items which are discrete, time-bound
and have arisen as a direct result of a one-off activity, such as
the acquisition of a subsidiary company have been recognised as
adjusting. During August 2020 the Transitional Services Agreement
with Crain, the former parent of InvestmentNews, finished and
triggered the end point of the migration and integration work. From
this point onwards there have been no more adjusting items.
Management do not expect to recognise any adjusting items in
2021.
The restructuring costs in the year broadly relate to two key
activities. One was the closure of the European sales division of
Last Word Media, and the other was in relation to streamlining
senior management roles. Post the acquisitions of InvestmentNews
and Last Word Media, the decision was made to have a more global
senior executive team (as mentioned in the CEO review), and as a
result many senior roles across the Group were made redundant.
The integration costs relate to the work undertaken to align the
technology systems onto one platform and fully integrate the data
and processes across the Group. More detail behind this can be
found in the technology report on p7 of the Full Year 2020 Report
& Accounts.
4. 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, is a non-GAAP
financial measure which facilitates an understanding of underlying
earnings and cash generative capacity. A reconciliation of Adjusted
EBITDA to statutory earnings is set out below.
12 month 12 month
period ended period ended
31 December 31 December
2020 2019
GBP'000 GBP'000
----------------------------- -------------- --------------
Adjusted EBITDA (146) 2,312
Adjusting items (1,429) (3,637)
----------------------------- -------------- --------------
EBITDA (1,575) (1,325)
Depreciation (153) (104)
Amortisation and impairment (8,950) (2,077)
Share option charge 18 (149)
----------------------------- -------------- --------------
Operating loss (10,660) (3,655)
Net finance costs (216) (491)
----------------------------- -------------- --------------
Loss before tax (10,876) (4,146)
Taxation (3) -
----------------------------- -------------- --------------
Loss after tax (10,879) (4,146)
----------------------------- -------------- --------------
5. 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
12 month 12 month
period ended period ended
31 December 31 December
2020 2019
GBP'000 GBP'000
----------------------------------------------------- -------------- --------------
Loss attributable to owners of the parent (10,879) (4,146)
Weighted average number of ordinary shares in issue 82,196,705 44,671,798
Basic earnings per share (pence per share) (13.24p) (9.28p)
----------------------------------------------------- -------------- --------------
Based on adjusted earnings
12 month 12 month
period ended period ended
31 December 31 December
2020 2019
GBP'000 GBP'000
----------------------------------------------------- -------------- --------------
Profit attributable to owners of the parent (8,557) 1,002
Weighted average number of ordinary shares in issue 82,196,705 44,671,798
Basic earnings per share (pence per share) (10.41p) 2.24p
----------------------------------------------------- -------------- --------------
(b) Diluted earnings per share
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares.
Based on statutory earnings
12 month 12 month
period ended period ended
31 December 31 December
2020 2019
GBP'000 GBP'000
----------------------------------------------------- -------------- --------------
Loss attributable to owners of the parent (10,879) (4,146)
Weighted average number of ordinary shares in issue 82,196,705 44,671,798
Dilutive effect of "in the money" share options 14,451,762 -
Diluted ordinary shares 96,648,467 44,671,798
Diluted earnings per share (pence per share) (11.26p) (9.28p)
----------------------------------------------------- -------------- --------------
6. Right-of-use asset
All leases are accounted for by recognising a right-of-use asset
and a lease liability except for:
-- Leases of low value assets; and
-- Leases with a term of 12 months or less.
In applying the modified retrospective approach, the Group has
taken advantage of the following practical expedients:
-- 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 the balance sheet) even though the initial
term of the leases from lease commencement date may have been more
than 12 months.
Group
--------------------
2020 2019
Right-of-use asset GBP'000 GBP'000
-------------------------------------------- --------- ---------
Carrying value as at start of the period 1,493 968
Additions to right-of-use assets (2) 1,139
Amortisation charged (820) (593)
Termination of leases (508) -
Foreign exchange impact of revaluation (5) (21)
Carrying value as at the end of the period 158 1,493
-------------------------------------------- --------- ---------
Group
2019
2020
Lease liability GBP'000 GBP'000
-------------------------------------------- --------- ---------
Carrying value as at start of the period 1,600 1,018
Additions to lease liability 2 1,139
Interest charged 3 60
Repayments made (902) (583)
Termination of leases (508) -
Foreign exchange impact of revaluation (11) (34)
-------------------------------------------- --------- ---------
Carrying value as at the end of the period 184 1,600
-------------------------------------------- --------- ---------
Lease liability current/non-current split GBP'000 GBP'000
------------------------------------------- -------- --------
Current lease liability 184 888
Non-current lease liability - 712
------------------------------------------- -------- --------
Total lease liability 184 1,600
------------------------------------------- -------- --------
Company
--------------------
2020 2019
Right-of-use asset GBP'000 GBP'000
-------------------------------------------- --------- ---------
Carrying value as at start of the period 261 -
Additions to right-of-use assets - 290
Amortisation charged (185) (29)
Termination of lease (76) -
Foreign exchange impact of revaluation - -
-------------------------------------------- --------- ---------
Carrying value as at the end of the period - 261
-------------------------------------------- --------- ---------
Lease liability GBP'000 GBP'000
-------------------------------------------- -------- --------
Carrying value as at start of the period 260 -
Additions to lease liability - 290
Interest charged 3 3
Repayments made (156) (33)
Termination of lease (107) -
Foreign exchange impact of revaluation - -
-------------------------------------------- -------- --------
Carrying value as at the end of the period - 260
-------------------------------------------- -------- --------
Lease liability current/non-current split GBP'000 GBP'000
------------------------------------------- --------- --------
Current lease liability - 260
Non-current lease liability - -
------------------------------------------- --------- --------
Total lease liability - 260
------------------------------------------- --------- --------
During 2020 the Group terminated two leases. The first was the
former Bonhill office located at New Broad Street, London and the
second was ending the original lease acquired under InvestmentNews
and owned by the former parent, Crain. A new lease has been secured
on the same office, effective from 1 January 2021.
At the balance sheet date, the only remaining leases related to
the current Bonhill office in Clerkenwell, London (formerly
belonging to Last Word Media) and the office in Hong Kong.
7. Called up share capital
Issued and fully paid ordinary shares of 1p each
Number GBP'000
------------------------------------------ ----------- --------
As at 1 January 2019 34,299,978 343
Shares issued during the 12 month period 14,285,714 143
------------------------------------------ ----------- --------
As at 1 January 2020 48,585,692 486
Shares issued during the 12 month period 50,000,000 500
------------------------------------------ ----------- --------
As at 31 December 2020 98,585,692 986
------------------------------------------ ----------- --------
Issue of shares
The Company issued 4,858,560 ordinary shares with a par value of
1p per share and for a price per share of 5p on 17/04/2020, and
45,141,440 ordinary shares with a par value of 1p per share and for
a price per share of 5p on 01/05/2020.
The total number of authorised shares is equal to the total
number of issued shares.
Rights of shares
Dividends and income - Ordinary shares are entitled to receive
dividends as approved by the Board of Directors.
Voting rights - Ordinary shares are entitled to one share per
vote at General Meetings. Deferred shares cannot be
transferred.
Distribution - Upon liquidation of the Company, once all
liabilities have been met, ordinary shareholders will receive the
value paid up per share plus GBP100.
The Company has granted options to subscribe for ordinary shares
of 1p each, as follows:
Number of shares
for which rights
are exercisable
--------------------------
Subscription Period within
price per which 31 December 31 December
Grant date share options are exercisable 2020 2019
------------ ------------- ------------------------- ------------ ------------
16/08/2021 -
16.08.2018 80.0p 16/02/2028 14,880 781,245
16/08/2022 -
16.08.2018 80.0p 16/02/2028 14,882 781,245
16/08/2021 -
16.08.2018 1.0p 16/02/2022 451,000 998,500
16/08/2022 -
16.08.2018 1.0p 16/02/2023 451,000 998,500
29/10/2022 -
29.10.2019 80.0p 29/10/2029 - 100,000
29/10/2023 -
29.10.2019 80.0p 29/10/2029 - 100,000
26/10/2020 -
26.10.2020 1.0p 25/10/2023 6,760,000 -
26/10/2020 -
26.10.2020 1.0p 25/10/2024 6,760,000 -
------------ ------------- ------------------------- ------------ ------------
14,451,762 3,759,490
------------ ------------- ------------------------- ------------ ------------
During the 12 month period, 1,569,996 share options were
forfeited (12 months ended 31 December 2019: 462,498). Another
795,234 share options were waived due to the introduction of the
new EMI scheme.
Share premium
The share premium account shows the amount subscribed for share
capital in excess of nominal value, net of share issue costs.
GBP'000
---------------------------------------------------------- --------
Share premium as at 31 December 2019 -
Subscription of share capital in excess of nominal value 1,759
Share premium as at 31 December 2020 1,759
---------------------------------------------------------- --------
Merger reserve
Consideration for the acquisition of Last Word Media included
GBP2.000m of shares. The Group applied merger relief under the UK
Companies Act s615 and so the value of the shares issued as
consideration above their nominal value is included in a merger
reserve.
8. Availability of this announcement
Copies of this announcement are available from the Company's
website, www.bonhillplc.com .
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END
FR JJMBTMTJTTLB
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March 24, 2021 03:00 ET (07:00 GMT)
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