BONH.L Regulatory News (BONH)

08 June 2023

Bonhill Group plc

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

Final Results

Bonhill Group Plc (AIM: BONH), announces its audited final results for the year ended 31 December 2022 ("FY22").

Financial Highlights

· Revenue down 9% to £14.9 million (2021: £16.4 million)

· Adjusted EBITDA loss of £1.4million down from a break even position in 2021

· Gross profit down by 12% to £10.8 million (2021: £12.3 million) due to change in product mix; gross margin decreased to 73% (2021: 75%)

· Operating loss £6.2 million (2021: operating loss of £8.3 million)

· Successful fundraising in May 2022, boosting cash by a net £1.0 million

· Cash at 31 December 2022 at £1.3 million (2021: £1.4 million), which includes £0.6 million of borrowings. As at 31 May 2023, cash was £3.4 million.

*note under IFRS5, all figures are classed as being from discontinued operations, and should be read as such, even when not particularly specified

Operational Highlights

· Company announced in August 2022, that it had successfully disposed of the Business Solutions and Governance division to Stubben Edge Group Limited for cash consideration of £0.7 million

· Announcement of strategic review and formal sale process made in October 2022

Post Year End Highlights

· The successful sale of the UK assets and trade and the full Asia business to the Mark Allen Group (MAG) in February 2023 for cash consideration of £6.5 million

· Announcement of exchange of contracts with Key Media Limited in May 2023 for conditional cash consideration of $4.1 million for the assets and trade of the US business

· Company has announced in its shareholder circular its intention to complete a tender offer as soon as possible, and to return the majority of the remaining cash in the business to shareholders

For further enquiries please contact:

For more information visit www.bonhillplc.com.

Chairman's statement

2022 was a pivotal year for Bonhill which started with a fundraise and a change of leadership, leading to the implementation of a strategic review and a formal sale process announced in October 2022.

As a Group, Bonhill has struggled to bounceback in a post-COVID world. The purchase of Investment News in July 2018 was, with hindsight, a disastrous time for a small UK B2B publisher to be spending $27m of shareholders' money on a US company with a significant percentage of its income from events. The US media market has proven to be the graveyard for many a UK media company assuming that success in the UK can be repeated in the ruthlessly competitive US market. Bonhill proved that it was no exception to this rule.

Furthermore, as a small microcap with little working capital, Bonhill has also struggled to justify the costs of public listing, and to find the cash to make the investments necessary to improve its services to customers. These customers are rightly demanding a much more sophisticated level of audience data than Bonhill's systems allowed, especially in the USA. And Bonhill lacks the economies of scale to make such investments in systems work.

Despite the best efforts of the global team and the considerable number of structural and cost-saving changes put in place this year, the Board decided that it was in the shareholders' best interests to explore different avenues for the future of the company, especially given the ongoing demands for investment in the business.

Group Financial Performance

Please note, under IFRS 5, all financials are classified as discontinued operations for the year ended 31 December 2022 and as such, any trading or profit and loss numbers for the year should be read accordingly.

Revenue for the year ended 31 December 2022 (the "Year") was £14.9 million (2021: £16.4 million). As has been seen in previous years, the Company delivered a slightly stronger second half of the Year ("H2") with £7.6 million of revenue, compared to £7.3 million reported in the first half ("H1"), and EBITDA loss for the Year of £(1.4) million (2021: £0.0 million break even). Overall, the Group saw gross margins at 73%, a 2% reduction on last year.

From a cash perspective this continued to be the biggest focus for the finance team but with multiple years of EBITDA losses and a working capital calendar that was heavily skewed towards the back end of the year, some help was needed to be able to maintain the day-to-day obligations. As such, a successful fundraise was completed in April 2022 raising a net cash sum of £1.0 million. Additionally, the company secured a short-term loan in the second half of the year with Rockwood Strategic Plc of £0.8 million, of which, £0.6 million was drawn down by 31 December 2022. Since the year end this loan facility was increased to £1.0 million, fully utilised and then repaid in full on 1 March 2023. These measures meant that the cash balance at the year end was £1.3 million (2021: £1.4 million) with a net cash position (excl. finance leases) of £0.6m (2021: £1.3 million).

Divisional updates

Business Solutions and Governance

Following the management changes announced in April 2022, the Board conducted a review of the Group and its constituent businesses. As a result, the Board resolved to dispose of the Company's BSG division so that the Company could focus purely on financial services (being approximately 85 per cent of the business).

The Company further announced in August 2022, that it had successfully disposed of the division to Stubben Edge Group Limited for cash consideration of £0.7 million for the core trade and assets of the division. The sale was also expected to enable the Group to achieve approximately £0.6 million in annual cost savings from streamlining central support headcount, reduced office space and lower IT costs.

A 6 month Transitional Services Agreement was put in place at the point of sale to support the financial and technology departments post-acquisition. This ended on 28 February 2023.

2022 was a better year for the UK business as it started to see a return to live events. This really gathered pace in H2. Unfortunately we did need to run through some credits from COVID cancelled events and our margins were hit as some events were slightly sub scale, but events revenue increased considerably. In Asia lockdown didn't end fully until late in 2022 so events revenues saw no improvement. This upswing was partly offset by a generally poor performance in media. Macro economic factors meant that asset managers were reluctant to release discretionary marketing spend. Large outflows from investment funds were seen across the board which also impacted market confidence.

ESG (Environmental, Social and Governance) has been one of our great success stories in recent years but again here we saw a decline in support as responsible investing took a backseat behind returns. Our attempt to get traction for ESGClarity in the US was met with resistance and we had less success tempting asset managers to tell their ESG story. An area of success and growth was in video. The London office created a video suite and quickly earned a reputation for creating cost effective content packages and this revenue stream grew steadily throughout 2022.

Financially, FSUE managed to maintain its revenue at £6.3 million (same as in 2021) but EBITDA went from £0.6 million in 2021 to £0.1 million in 2022 due to increased supplier costs. Additionally, there was a big shift in product mix with 42% of revenue coming from events in the year which average a gross margin of 60% (2021: 35% of revenue) and 40% coming from digital which averages 97% margin (2021: 48% of revenue). Lack of cash was a major stumbling block for the UK business. Our relationship with suppliers was badly affected and the business suffered from a lack of confidence and appetite for risk for new ventures.

Following discussions with major shareholders, it was announced in October 2022 that the Company was undergoing a strategic review and a formal sale process. The successful sale of the UK assets and trade and the full Asia business to the Mark Allen Group (MAG) was announced in February 2023 for cash consideration of £6.5 million. At this point, Patrick Ponsford transferred across to the Mark Allen Group and resigned from his positions as Chief Executive Office and Executive Director of Bonhill Group Plc. The Brands that have moved over as part of the sale including Portfolio Advisor, Expert Investor and Fund Selector Asia are well-established and long-trusted and it's encouraging that they have been sold to a vibrant independent company that can better support and grow them in the future.

Financial Services US ("FSUS")

For InvestmentNews, 2022 was a year in which we strengthened both our editorial and sales teams. Staff members came back to InvestmentNews in this year as they witnessed the momentum and success we built in 2022. We launched or further built initiatives in custom content and research, video, webinars and IN GameDay and INASDAQ. All of this was against the poorest performing Wall Street since the Great Recession. The fundamental improvements and new launches in 2022 ensure a bright and prosperous future for the InvestmentNews platform.

Revenue for FSUS reduced to $8.8 million in 2022 (2021: $10.1 million) as we saw a continued decline in both print and digital product streams. There was also a reduction in events revenue as we struggled to get the level of expected delegates. This resulted in a reduction of gross profit to $6.3 million (2021: $7.6 million). To help mitigate the impact of this, the Company looked to flex the workload of current employees and only backfill in critical roles. This resulted in lower staff costs of $0.6 million, however this was not enough to offset the loss. It became clear that Bonhill couldn't support InvestmentNews due to cash restraints and this all factored into the decision to proceed down the sale route.

Post Year end

Since the year end it was announced that the Company was in advanced talks with a buyer for the US business and InvestmentNews brand. We were pleased to exchange contracts with Key Media Limited on 24 May 2023 for a cash consideration of $4.1 million. Key Media is a global publishing company that is well placed, both in terms of culture and platforms, to fully embrace InvestmentNews and help it on its journey back to growth and profitability.

Now the formal sale process is concluded, the Company has announced in its shareholder circular its intention to complete a tender offer as soon as possible, and to return substantially all of the remaining cash in the business to shareholders. After this point, the Company will purely consist of shells and dormant subsidiaries now the assets and trade have all been sold, so it is expected that the Company will enter a voluntary liquidation process.

Lastly, I'd like to thank our staff on both sides of the Atlantic for their patience and fortitude as we went through the sale process. However excellent the assets that Bonhill owned, and however promising their future now is under new ownership, it has not been an easy time for our team as they have endured the uncertainties of a sale. 

My sincerest thanks to them all.

Jonathan Glasspool

Consolidated statement of comprehensive income

for the year ended 31 December 2022

Consolidated statement of financial position

as at 31 December 2022

Consolidated statement of changes in equity

for the year ended 31 December 2022

Consolidated statement of cash flows

for the year ended 31 December 2022

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

*On 1 January 2022 the assets and trade of Bonhill Group Plc were transferred to Bonhill Media UK Limited.

Notes to the financial statements

1. Basis of preparation

The financial statements of Bonhill Group plc have been prepared in accordance with International Financial Reporting Standards as adopted by the United Kingdom 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 pf applying the accounting policies.

The auditor's reports on the accounts for the year ended 31 December 2022 and for the year ended 31 December 2021 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.

On 10 October 2022, the Group announced a Strategic Review and Formal Sale Process of the business. Details of this process can be found in the Chairman's statement on page 3. As such, management have not deemed it appropriate to prepare the accounts on a going concern basis due to the intention to cease trading under Bonhill Group Plc in 2023. Instead, the accounts have been prepared on a "break-up" basis. Both the sales of the UK/Asia and US business were asset sales and therefore the only assets with a book value that were purchased were intangible assets (customer relationships and brand). As such, these items have been reclassified in the Balance Sheet at 31 December 2022 to current assets - "assets held for sale". All other non-current assets and non-current liabilities have been reclassified as "current". Under IFRS 5, all operations of the business, both in the financial statement and notes on pages 31 to 52, are classed as discontinued. It is the intention of the Board to enter into a members' voluntary liquidation post returning substantially all of the remaining funds to shareholders, subject to shareholder approval.

2. Segmental analysis

For executive management purposes, there are three distinct segments for reporting; Financial Services UK & EMEA ("FUSE"/"UK&Asia") and Financial Services US ("FSUS"/"InvestmentNews") and Corporate (being the costs of the Plc in addition to Shared Services and all costs not specifically attributable to one of the other two segments.

3. Operating loss

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

Other costs include freelancers, contractors, distribution costs, technology costs, travel expenses, marketing costs and professional fees.

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

The disclosure of the auditor's remuneration stated above relates to the Company's auditor, Cooper Parry Group Limited.

(c) Adjusting items

In the year ended 31 December 2022, the Group incurred £0.5m of cost which the Directors believe should be disclosed as adjusting items (2021: £0). These costs directly relate to the disposal of the BSG division, the strategic review and the formal sale process. 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.

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.

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

(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. As the company is loss-making in the year, any share options would be anti-dilutive and therefore diluted EPS is the same as basic EPS.

6. Called up share capital

Issued and fully paid ordinary shares of 1p each

Issue of shares

Across April and May 2022 20,682,842 shares were issued with an aggregate premium of £931,635, less placing expenses of £165,780, which produced a net premium of £765,855.

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 £100.

The Company has granted options to subscribe for ordinary shares of 1p each, as follows:

During the 12-month period, 3,326,212 share options were forfeited or cancelled (12 months ended 31 December 2021: 1,500,000). 6,000,000 share options were issued 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.

Merger reserve

Consideration for the acquisition of Last Word Media included £2.0m 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.

7. Events after the reporting date

Since the year end there have been several key activities to note.

Firstly, the UK assets and trade as well as the business and share capital of Last Word Media Asia (Pte) Limited and Last Word Media (HK) Limited were sold to the Mark Allen Group for a total consideration of £6.5m. This deal included the transfer of the UK office lease and as such, both the lease asset and lease liability were derecognised at the point of completion. Also at the point of completion Patrick Ponsford transferred over to the Mark Allen Group and resigned from his role as Chief Executive Officer and Director of Bonhill Group Plc.

The Rockwood loan facility was increased to £1.0m (from the £0.6m agreed before the year end) and was fully drawn down by February 2023. Upon completion of the above deal, the consideration funds were partly used to repay this loan in full on 1st March 2023.

Additionally, the sale of the US assets and trade have been sold to Key Media for a conditional cash consideration of $4.1m. Key Media did not want to assume the New York office lease and as such we are in negotiations with the landlord to agree an early settlement figure which will be split 50:50 with Key Media. Once agreed and completed, the lease asset and lease liability will be derecognised in the accounts. At the point of completion John French will transfer over to Key Media and resign from his role as Chief Executive Officer of InvestmentNews and Director of Bonhill Group Plc.

The Company has announced in its shareholder circular its intention to complete a tender offer as soon as possible, and to return substantially all of the remaining cash in the business to shareholders. After this point, the Company will purely consist of shells and dormant subsidiaries once the assets and trade have all been sold, so it is expected that the Company will enter a voluntary liquidation process.