BONH.L Regulatory News (BONH)

31 July 2018

Vitesse Media plc

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

FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2018

Vitesse Media plc, the AIM-quoted digital media and events business, is pleased to announce its audited final results for the year ended 31 March 2018.

FINANCIAL HIGHLIGHTS

· All debt and borrowings repaid; legacy working capital issues resolved

· Total revenue up 13% (on a pro rata basis) at £2.6m (14 month period ended 31 March 2017: £2.68m)

· Adjusted EBITDA loss of £0.393m (14 month period ended 31 March 2017: profit £0.011m)

· Cash of £1.0m at year end (31 March 2017: £0.1m)

OPERATIONAL HIGHLIGHTS

· Investment made to strengthen infrastructure

· Business model revised - the Group now focuses on three core communities: Technology, Financial Services and Diversity; and three core business propositions: Business Information, Live Events and Data & Insight

· Significant progress in the 'Women in…' series; Women in IT attendees up 19% on 2017, Women in Finance and Women in IT USA successfully launched

· Multi-year, multi-location brand contracts signed

· Proposed change of the Company's name to Bonhill Group plc

POST-PERIOD END HIGHLIGHTS

· David Brown appointed as Group Finance Director

· Announced separately today, the proposed acquisition of leading B2B brand, InvestmentNews for $27.1m (the "Acquisition"), which targets the financial adviser and wealth management community in the US

Simon Stilwell, Chief Executive of Vitesse, commented:

"These results are a historic set of numbers that reflect a Vitesse of the past.

We have today announced a significant acquisition which, subject to shareholder approval, will transform the business. This acquisition will be the first step towards building Vitesse into an international B2B media industry brand, a model we believe will be successful due to its high margins, recurring revenues and cash generation."

For further enquiries please contact:

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR").

About Vitesse Media plc

Vitesse Media 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. Vitesse'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.

Vitesse's flagship titles include SmallBusiness.co.uk, Growth Company Investor, Information Age, GrowthBusiness.co.uk and What Investment. Vitesse Media is also responsible for a growing portfolio of high-profile events, including The Quoted Company Awards, Women in IT Awards, British Small Business Awards and Data 50 Awards, amongst others.

For more information visit www.vitessemedia.com 

A copy of this announcement (as well as the Annual Report and Financial Statements) is available on the Company's website at www.vitessemedia.com. The Annual Report and Financial Statements will be posted to shareholders shortly.

Chairman's Statement

These results, and my first as Chairman, mark a step change in both the financial health and direction of the Company. Vitesse now has a robust strategy and a clear vision and purpose; to create and deliver high quality Business Information, Live Events and Data & Insight to our active communities. Ultimately, we are looking to create the right propositions for the communities we serve so that they can communicate in the most effective way.

Vitesse has had a difficult history, has faced a variety of challenges and historically has operated within severe financial constraints. In August 2017, the Company appointed Simon Stilwell as Chief Executive who has already implemented a remarkable amount of change.

In September 2017, we completed a placing of new shares to raise £2.15m. The placing proceeds have put the Company on a much stronger financial footing as all debts and loans have been repaid and invoice discounting facilities have been discontinued. We had net cash of approximately £1.0m at the year end to support our plans. With a significantly strengthened balance sheet, we are able to invest in our organic growth initiatives and, importantly, are also in a position to acquire complementary businesses, and have announced today the proposed acquisition of InvestmentNews, which targets the financial adviser and wealth management community in the US (the "Acquisition").

As we continue to reshape our business in order to pursue growth more resolutely, it has been necessary to make certain one-off changes which have resulted in additional costs. However, I am confident that the business is much cleaner as a result which is reflected in the Board's intention to commence a progressive dividend policy. As an example, the Board has decided it prudent to begin moving away from the declining display advertising market towards more long-term visible revenue streams that better utilise our content creation and strong industry insight. We also decided to expand our team and, in January 2018, made a number of key hires, ultimately ensuring that we are able to capitalise fully on the numerous opportunities we have identified.

I am particularly pleased to have seen the launch of the Small Business Grants initiative during the year as well as the successful first Women in Finance Awards. Our leading position on gender diversity has been strengthened by the launch of Women in IT Awards USA, which took place in March 2018. 550 business leaders attended a sellout event at Gotham Hall, New York. The success of this event has convinced us of the international appeal of this franchise and we are targeting more growth in new territories in this area. Events in the period are showing the benefits of long term engagement with sponsors. We are looking to forge long-term relationships and have signed the first multi-year, multi-location contracts with key partners. There are other exciting developments ahead with the launch of at least nine new events in the coming twelve months which will comprise activities in Technology, Financial Services and Diversity. The financial community (and those adjacent to it) has always looked for smart and practical tools to share information and we believe there is significant value for our shareholders in focusing on those kind of opportunities - which is why we are pleased to present our reports this year by propositions (Business Information, Live Events and Data & Insight) and sectors (Technology, Financial Services and Diversity).

We have seen the benefits of a stronger board and management team as we strengthen the Company's systems, controls and process and engagement with shareholders. Post-year end, we welcomed David Brown to the Board who has taken over from Ed Riddell as Group Finance Director in light of the future scale and nature of the business following the Acquisition.

I would like to take this opportunity to thank our team and shareholders for their ongoing support and look forward to delivering on the opportunities available to the Group.

NEIL SACHDEV

Chairman

Chief Executive's review

After some years of instability, Vitesse is in a much stronger position. The changes in strategy and sector focus, along with a new Board and management team, have enabled us to restore the business onto a growth path. We are confident that the new strategy, underpinned by investment into the robust core business, positions the Group well for the future.

REVIEW OF THE PERIOD

I joined Vitesse on 11 August 2017. From the outside, I saw a business that had some strong brands, but had suffered from a combination of too much debt, a constrained financial position and some unfortunate circumstances. In spite of this, the Group had continued to grow its revenues and deliver high-quality content and events as well as helping to highlight several key social issues, not least around the gender imbalance in the workplace.

Since August 2017, we have acted swiftly, first by completing a placing of new shares to raise £2.15m in September 2017 which allowed us to repay our debts and loans and discontinue the invoice discounting facility, significantly strengthening our balance sheet and net cash position. These funds enabled us to pursue our strategy and vision and we have immediately begun to invest in key areas of the business, notably data management, SEO and social media, as well as funding a first rate management team that can take this business forward materially.

GROWTH STRATEGY

We have evolved our strategy to focus on Business Information, Live Events and Data & Insight. 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 reshaped the business further from the Interim stage into three clear business sectors with defined leadership, namely Technology, Financial Services and Diversity. SME and Investment have been combined to form the Financial Services sector. Each of these areas has a range of live events and media assets to deliver Business Information as well as other revenue generating activities to our chosen communities. As experts in their particular areas, the 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 our communities and we can then further engage them with live events and data products. Over time, we will grow these communities, share best practice across our sectors and continually improve our understanding of how to effectively access our audiences.

We have seen good growth in event attendees (39%), website traffic growth (13%) and site dwell times. This indicates that we are on the right track, and, with an enhanced offering of key skills, and a better understanding of our clients' needs, we expect to see continued uplift. Key sponsors are looking for better longer term engagement with attendees and the fact that we have control of our own media outlets allows us to maximise profile alongside our internally generated high-quality content. One encouraging factor is the move to multi-year and multi-location sponsorship in our 'Women in "…"' series which I believe has the potential to be a global offering in the coming years. '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.

Today we have announced details of the Acquisition and the Group continues to assess further acquisition opportunities to complement our growth strategy. We are already assessing some exciting opportunities that we believe will meet our criteria. Areas of interest to us have the following characteristics: market leading/must have position or credentials, high degree of visible revenue, and complementary to our existing sectors.

BUSINESS MODEL

Vitesse creates business information, live events and data and insight for our chosen communities in Technology, Financial Services and Diversity. Our combination of events and media assets means that we can deliver a high-quality, complementary offering for our clients. We are a key B2B media partner which cannot only help businesses engage at the right level, and with the right audience, but 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 sponsors and clients greater exposure to the market and people they are seeking to address. We can 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 programme as we believe there are some clear and interesting opportunities in this area while also generating higher margins in the longer term.

The other area which has been underdeveloped in Vitesse in the last few years has been data. The various activities we undertake collect an enormous amount of data on a daily basis and collectively this creates a deep knowledge of the communities we serve. I believe that there is a good source of future revenue in our data business in the form of data analytics, databases, directories and workflow solutions. It is currently a reasonably untapped store of value and we will need to invest in people and technology in this area to obtain best value over time. As part of the fundraising being undertaken in connection with the Acquisition, we are looking to invest up to £1.2m in technology to give us a best in class solution.

At the time of the release of the Company's interim results for the period ended 30 September 2017, we reported the business along four business sectors. We have since evolved this into cleaner strategic reporting lines with a focus on the following three communities:

TECHNOLOGY:

The assets we have in this area include Information Age, which has been re-launched in July 2018 and three events, Tech Leaders Summit, Data 50 Awards and Tomorrow's Tech Leaders Today careers fair.

The Tech Leaders Summit, historically a daytime-only event, has been successfully extended to also encompass an evening awards ceremony. Similarly, the Data 50 Awards now offers a day conference in addition to the evening awards ceremony. There is no doubt that the opportunity for senior technology figures to meet together remains popular and we will continue to develop these formats.

FINANCIAL SERVICES:

Our Investment assets include What Investment and Growth Company Investor, two subscription-based publications. The Grant Thornton Quoted Company Awards continues to do well, focusing on the people behind the businesses in the quoted company arena.

Both What Investment and Growth Company Investor have lacked investment over the last two years and we will be reinvigorating both products to provide a fuller offering to the loyal subscription base.

Our SME assets include smallbusiness.co.uk and growthbusiness.co.uk, which continue to reach an audience of over 200,000 monthly active users. We also run the British Small Business Awards, our event in this area, where attendees for this year's event were up nearly 40% on the previous year.

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 recent launch of the Small Business Grants initiative is an example of how we can help build a stronger community of small businesses and we are looking forward to our inaugural festival of business in late 2018. 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 small businesses.

DIVERSITY:

Our Diversity assets include the Women in IT Awards, now in its fourth year and attracting over 1,100 guests, as well as the Women in Finance Awards, which was launched in June 2017 again to address a lack of diversity in that specific community.

We believe this issue is not just related to these two industries and our growth plan is twofold; to take 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 have already successfully launched Women in IT USA and this gives me tremendous confidence that we can export this brand. There has been a great deal of recent press coverage on gender diversity in financial services and, in general, diversity in the workplace is a key boardroom item and we will seek to develop activities to help companies address this critical workplace issue.

CENTRAL SUPPORT:

Our central support for these sectors involves event expertise, editorial support, financial planning and data management. More efficient structuring of our data on an ongoing basis and the investment in technology will enable us to make more informed decisions on the direction of these sectors and help us achieve cross-sector benefits. In response to GDPR, we have worked hard to ensure that we are compliant in all areas. Over the coming years, we believe data will play an enormous part in our industry and, therefore, the investment we make in this area will be of benefit to the Group as a whole, both in shaping its strategic direction as well as being a revenue centre itself.

OUTLOOK, CHANGE OF ACCOUNTING REFERENCE DATE AND PROPOSED CHANGE OF NAME

After some years of instability and financial strain, Vitesse is in a much stronger position. The changes in strategy and sector focus, and with a new Board and management team, have enabled us to restore the business onto a growth path. It has a more robust balance sheet which has enabled it to launch new events and rapidly develop its leadership in specific sectors, as well further develop its existing brands. The Acquisition is the first step in changing the reach and scale of the business and we look forward to further developing the mix and reach of the business.

Concurrently with the Acquisition, it is proposed, subject to shareholder approval, that the Company's name is changed to Bonhill Group plc. The Board believes that this is an appropriate time for the Company to change its name given the scale of change. A special resolution will be proposed at the Company's general meeting to be convened, inter alia, to approve the Acquisition to change the name of the Company. If it is passed, the Company's AIM ticker will also be changed to BONH and its website address will be changed to www.bonhillplc.com.

Additionally, the Company intends to change its accounting reference date from 31 March to 31 December to align with the accounting reference date of InvestmentNews.

We have an ambitious, but well-structured, organic plan that will see the launch of six new events this year and six in the year ending 31 December 2019. This will see us take our Diversity series further overseas and continue to expand our reach in Technology. We believe our combination of content and events is of value to companies looking to reach their target audiences and also to showcase their own abilities.

A key step is for Vitesse is to move back into profit. The loss in the year ended 31 March 2018 reflects the scale of change and the investment required to restore the business onto a sensible footing. The Acquisition and the progress we have made with the existing Vitesse business will see the business return to profit in the current financial year.

We are confident that the new strategy, underpinned by investment into the robust core business, positions the Group well. We look forward to driving the business forward over the coming years and delivering returns for shareholders.

SIMON STILWELL

Chief Executive

Group Finance Director's review

FINANCE REVIEW

The 2018 financial period is for 12 months, and the 2017 prior financial period is for 14 months. To aid clarity, growth percentages have been presented on a 12 months pro rata basis.

Revenue grew 13% on a pro rata basis to £2.606m (2017: £2.688m). The growth was driven particularly by the success of Live Events which comprised 73% of group revenues and grew 72% to £1.913m (2017: £1.300m). Business Information continued at similar levels to the first half, generating £0.693m (2017: £1.388m).

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 in note 5.

An adjusted EBITDA loss of £0.393m (2017: £0.011m profit) was driven by the reduced level of higher margin media sales generated, particularly in the final quarter of the financial year, and the continued investment made to strengthen the Company's management team.

Non-recurring administrative expenses of approximately £0.095m have been incurred (2017: £0.074m), principally as a result of professional fees and costs incurred in exploring potential acquisitions.

Accounting policies and treatments have been thoroughly reviewed, which has led to a number of prior period adjustments (detailed in note 7), the most significant of which is the commencement of amortisation of publishing rights. Together, these adjustments have reduced the 2017 reported profit by £0.079m, and the 2017 opening balance sheet by £0.477m.

In addition, a number of historic intangible assets, which are no longer owned by the group, have been written off, generating an impairment charge of £0.372m in the year.

On an adjusted basis, the loss was £(0.503)m (2017: £(0.097)m loss), equivalent to (0.35)p loss per share (2017: (0.15)p loss per share. The statutory loss for the year was £(0.971)m (2017: £(0.284)m loss) and loss per share was (0.67)p (2017: (0.44)p loss per share).

Net of costs, £2.0m of share placing proceeds were raised in the year, which were used to repay all bank borrowings, directors' loans, and to discontinue accelerated cash collection policies as well as investing in a strengthened management team, leading to a net cash inflow of £0.888m (2017: £0.066m). The free cash flow (before exceptional items, share placing proceeds and financing repaid) was an outflow of £(0.903)m (2017: £0.201m inflow).

At 31 March 2018, the business was debt free (2017: £0.148m borrowings) and had a healthy cash balance of £1.004m (2017: £0.116m).

TRADING UPDATE

In the 3 months to 30 June 2018, the Group traded ahead of budget, due, in particular, to a strong period for Events with Women In Finance and Future Stars of Tech. The Board has accelerated its plans to restructure its media sales team on the back of the relaunch of InformationAge and the launch of the DiversityQ website. Traditionally, the quarter ending 30 September is the Company's quietest quarter due to limited Events activity. However, Events momentum for the second half is building well.

GOING CONCERN

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

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

The Directors have reviewed cash flow forecasts for the period to 31 December 2019 and considered cash flow requirements for the period to 31 December 2019 for the purposes of approving these financial statements. In preparing these forecasts, they have not taken into account the Acquisition, other than professional fees which would be incurred if the transaction was not approved at the Company's general meeting.

The cash flow forecasts demonstrate that the Group will be able to pay its debts as they fall due for the period to at least 31 December 2019. In the event that sales did not hit the projected levels, management is able to adjust overhead levels to relieve any short-term cash pressures which arose.

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

DAVID BROWN

Group Finance Director

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

for the year ended 31 March 2018

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

at 31 March 2018

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 March 2018

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2018

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.

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 14 month period ended 31 March 2017 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 year ended 31 March 2018 or the 14 month period ended 31 March 2017. Statutory accounts for the year ended 31 March 2018 and the 14 month period ended 31 March 2017 have been reported on by the Independent Auditor. The Independent Auditor's Report on the Annual Report and Financial Statements for 2018 and 2017 was 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 14 month period ended 31 March 2017 have been filed with the Registrar of Companies. The statutory accounts for the year ended 31 March 2018 will be delivered to the Registrar in due course

2. 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.

3. OPERATING LOSS

Operating loss for the year has been arrived at after charging the following items within administrative expenses:

4. NON-RECURRING COSTS

The Group incurred certain costs in 2017 and 2018 which the Directors believe should be disclosed as non-recurring as set out below.

5. RECONCILIATION OF ADJUSTED EBITDA TO STATUTORY EARNINGS

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

6. LOSS PER SHARE

(a) Basic

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.

(b) Diluted

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.

(c) Adjusted

The adjusted earnings per share is calculated by dividing the loss attributable to recurring items by the weighted average number of shares in issue during the year (Note 14).

7. PRIOR PERIOD ADJUSTMENTS

The following adjustments have been included in earlier periods, affecting profit and therefore the brought forward reserves:

GROUP

Impact on statement of profit or loss (increase/(decrease) in profit)

Impact on equity (increase/(decrease) in equity)

GROUP

AMORTISATION - CHANGE OF ACCOUNTING POLICY

During the year, 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 in previous years, this resulted in an amortisation charge of £67,807 in 2017 (and prior to 2017: £416,072), with a corresponding cumulative reduction in intangible assets. The 2018 impact was £58,120.

VAT CONTROL ACCOUNTS

The Group also reviewed the historical balances on VAT control accounts and found £31,268 of VAT costs, largely relating to surcharges, that had been deferred to the VAT debtor in the 2017 balance sheet. A prior year adjustment has been made to increase 2017 administration expenses by £11,094 (2016: £20,174) with a corresponding increase in the VAT creditor.

DIRECTORS' SALARY ACCRUALS

During the year, the Company paid £41,158 in respect of 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 £41,158 with a corresponding increase in Other Payables.

8. CALLED UP SHARE CAPITAL

9. NOTES TO THE CASH FLOW STATEMENT