Half-year Report

RNS Number : 2194A
Brave Bison Group PLC
22 September 2022
 

22 September 2022

 

Brave Bison Group plc

("Brave Bison", "the Group" or "the Company")

 

Interim Results

 

Brave Bison Group plc (AIM: BBSN), the social and digital media company, today announces its unaudited interim results for the six months ended 30 June 2022. 

 

Commenting on the results, Oliver Green, Chairman, said:

 

"These results are ahead of the trading update released in July 2022, and confirm a record-breaking first half period for Brave Bison with triple-digit growth in major KPIs. We remain confident and are currently on track to achieve or exceed our expectations for the full year."

 

Financial Highlights

 

Unaudited

H1 FY22

H1 FY21

YoY Change

Revenue

£14.7m

£7.3m

+102%

Gross Profit

£8.2m

£1.9m

+321%

Adj. EBITDA (1)

£1.6m

£0.5m

+189%

Adj. Operating Profit (2)

£1.3m

£0.4m

+221%

Operating Margin(3)

16.1%

21.1%

(500bps)

Profit Before Tax

£1.0m

£0.2m

+496%

Basic Profit per Ordinary Share(4)

0.09p

0.03p

+200%

Gross Cash

£5.4m

£3.0m

+80%

Net Cash excl. Lease Liabilities

£4.8m

£2.9m

+65%

 

(1) Adj. EBITDA is defined as earnings before interest, taxation, depreciation and amortisation, and after adding back acquisition costs, restructuring costs and share-based payments. Under IFRS16 most of the costs associated with the Company's property leases are classified as depreciation and interest, therefore Adj. EBITDA is stated before deducting these costs.

(2) Adj. Operating Profit is stated after adding back acquisition costs, restructuring costs and share-based payments, and is after the deduction of costs associated with property leases.

(3) Operating Margin is a function of Adj. Operating Profit on Gross Profit

(4) Basic Profit per Ordinary Share is the Profit attributable to equity holders of the parent, divided by the weighted average number of Ordinary Shares

 

· Triple-digit growth in major KPIs year-on-year and a record statutory Profit Before Tax of £1.0m (H1 2021: £0.2m)

 

· Operating Margin of 16.1% (H1 2021: 21.1%, FY 2021: 17.9%), a reduction of 500bps year-on-year, a result of significant growth in digital marketing services revenue in the period to £8.8m (H1 2021: £0.9m)

 

· Increase in Net Cash year-on-year to £4.8m (H1 2021: £2.1m, H2 2021: £4.7m) excl. lease liabilities. Cash generated in H1 2022 was largely offset by the payment of acquisition considerations

 

 

 

 

 

Strategic & Corporate Highlights

 

· Successful launch of the new Brave Bison trade brand ( www.bravebison.com ), an important step in continuing to drive customer cross-selling and acquisition integration

 

· 12 new customers won and onboarded since January 2022, including Rapyd, Paperchase, ILX Group, Feefo and Viking Direct

 

· Seven new Snap shows launched since the start of the year, taking the total to 13. New shows include StrEAT Food, a food & travel channel, and Alofoke, a Spanish-language music & entertainment channel

 

· Further growth on YouTube with the addition of Laver Cup and PGA of America, bolstering reach in tennis and golf verticals, respectively. Brave Bison is one of the largest tennis publishers on YouTube, managing two of four Grand Slam channels: US Open and Australian Open

 

· Appointment of Gordon Brough, ex-General Counsel at Aberdeen Asset Management plc, as Independent Non-Executive Director, bringing extensive public company and M&A experience to the Brave Bison Board

 

· Acquisition and integration of Best Response Media, a specialist Adobe ecommerce development company. Brave Bison Commerce now provides clients with the full spectrum of enterprise ecommerce technologies including Salesforce, SAP, Adobe and BigCommerce

 

For further information please contact:

 

Brave Bison Group plc

Oliver Green, Chairman   via Cenkos

Theo Green, Chief Growth Officer

Philippa Norridge, Chief Financial Officer

 

Cenkos Securities plc   Tel: +44 (0)20 7397 8900

Nominated Adviser & Broker

Nicholas Wells

Ben Jeynes

 

 


 

 

Chairman's Statement

 

The first half of 2022 was a transformative period for Brave Bison, during which we have completed the integration of three businesses, made a further new acquisition, launched a new trade brand, appointed new leadership and, most importantly, continued to win new customers as the Company's broadened offering continues to gain traction with existing and potential customers alike.

 

We have been working hard to deliver the six-point business plan presented to shareholders at the beginning of the year and we are pleased to report good progress has been made against all our objectives. By way of reminder:

 

Initiative

Description

Status

Rebrand Brave Bison

Launch a new trade brand to integrate customer offering

Complete

Grow the Digital Media Network

Increase our reach and audience on YouTube and Snap

Underway

Implement a Distributed Operating Model

Increase the number of staff working remotely

27% now working on a remote basis, across 11 countries, with the balance working on a hybrid basis

Make Bolt-on Acquisitions

Acquire new capabilities and customers

Best Response Media acquired in April 2022

Undertake a Fixed-cost Reduction Program

Right-size fixed overheads, particularly property and IT

Underway. London HQ currently has three sub-tenants

Develop Board & Shareholder Communications

Strengthen IR and governance strategy

Gordon Brough, ex-Aberdeen Asset Management plc General Counsel, appointed to the Board in July 2022

 

The launch of the new trade brand ( www.bravebison.com ) has been well received by customers and staff. New customers are briefing us for multiple services and existing customers are being upsold new services. Staff churn has noticeably decreased since the start of the year as Brave Bison's long-term plans begin to resonate with our teams.

 

Our digital media network has expanded in recent months. We have increased the number of shows on our network and grown our strength in key niches. In tennis, we now manage two of four Grand Slam channels (US Open and Australian Open), as well as the Laver Cup. In golf, we manage PGA Tour, PGA of America, DP World Tour and the Ryder Cup. On Snapchat we have launched seven new shows since the start of the year, taking our total to 13. Revenues for a new show typically start small, but we have high hopes for a number of our new channels, particularly those in music & entertainment.

 

Brave Bison is headquartered in the UK, but our future is very much a global one. We currently have staff in 11 countries, and over a quarter are now working remotely. This operational strength allows us to hire faster and sometimes cheaper, speeding up customer onboarding times. Hybrid working has become a key feature for how our delivery teams work, and we expect this trend to continue.

 

We were pleased to acquire Best Response Media during the period. One of our key agency pillars is Brave Bison Commerce, our digital commerce practice, which provides ecommerce platform support and integrations for enterprise brands such as Primark, Furniture Village and Milk & More. Until the acquisition of Best Response Media, our efforts were focused on three major enterprise ecommerce platforms: SAP, Salesforce and BigCommerce. Through this acquisition, we are now able to offer services on Adobe Commerce Cloud, a ubiquitous platform that has grown from strength-to-strength in recent years. Furthermore, we acquired a highly experienced and flexible resource base in Mansoura, Egypt, as well as Tier 1 customers including NatWest.

 

Since taking executive roles in 2020, Theo and I have been committed to building Brave Bison's board in a thoughtful and measured way, very much in line with modern standards of governance. The appointment of Gordon Brough in July 2022 is a further indication of this ongoing commitment. Gordon has extensive public company experience, having been General Counsel at Aberdeen Asset Management for ten years, and we believe he will make a substantial contribution to the Board.

 

Financial Review

 

H1 2022 was a record period for Brave Bison. The Company recorded interim revenues of £14.7m (H1 2021: £7.3m) and Adj. Operating Profit of £1.3m (H1 2021: £0.4m), an increase of 102% and 221%, respectively. Gross Profit increased to £8.2m (H1 2021: £1.9m) and the Company reported a Profit Before Tax of £1.0m (H1 2021: £0.2m), the largest half-year profit in Brave Bison's history.

 

The Company's Operating Margin (Adj. Operating Profit as a proportion of Gross Profit) has declined to 16.1% (H1 2021: 21.1%). However, this is largely due to the rapid growth of revenues in Brave Bison's digital marketing services business to £8.8m (H1 2021: £0.9m), which operates at lower margins than the media network revenue.

 

Net cash increased to £4.8m (H1 2021: £2.9m) and remained broadly unchanged since the end of 2021 (H2 2021: £4.7m). The majority of the cash generated in the period was used to fund acquisition considerations, totaling £1.1m in respect of Best Response Media and Greenlight, as well as fund working capital changes. The only remaining deferred consideration payment is due to the selling shareholders of Best Response Media, totaling £0.2m payable in October 2022.

 

Outlook

 

The Board is comfortable that it will meet or exceed its expectations for the current financial year. Furthermore, and despite global macro headwinds, the Board expects further growth in the next financial year as brand advertisers continue to migrate towards our differentiated customer proposition.

 

On behalf of the Board

Oliver Green

Chairman

22 September 2022

 

 

 

 

 

 

BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2022



(unaudited)

(unaudited)

(audited)



6 months to

6 months to

Year to 31


Note

30 June

 2022

30 June

 2021

December

 2021



£000's

£000's

£000's






Revenue

3

14,742

7,316

21,660






Cost of sales


(6,559)

(5,374)

(13,854)

Gross profit


8,183

1,942

7,806






Administration expenses


(7,006)

(1,549)

(7,105)

Restructuring and acquisition costs


(102)

(207)

(176)

Impairment charge

6

-

-

-

Operating profit


1,075

186

525






Finance income


1

-

-

Finance costs


(51)

(14)

(67)

Profit/(Loss) before tax


1,025

172

458

 





Analysed as





Adjusted EBITDA


1,571

543

1,762

Finance costs


(51)

(14)

(67)

Finance income


1

-

-

Impairment charge


-

-

-

Depreciation


(190)

(103)

(279)

Amortisation


(17)

(17)

(34)

Adjusted Operating Profit


1,314

409

1,382

Restructuring costs


(62)

-

(176)

Acquisition costs


(40)

(207)

(686)

Equity settled share based payments


(187)

(30)

(62)

Profit before tax


1,025

172

458

 





Income tax charge


(3)

(5)

-

Profit attributable to equity holders of the parent


1,022

167

458

 

Statement of Comprehensive Income





Profit for the period/year


1,022

167

458

Items that may be reclassified subsequently to profit or loss





Exchange gain/(loss) on translation of foreign subsidiaries


              12

  (9)

  (7)

Total comprehensive profit for the period/year attributable to owners of the parent


 

1,034

 

158

451

 

Profit per share (basic and diluted)





Basic profit per ordinary share (pence)

5

0.09p

0.03p

0.06p

Diluted profit per ordinary share (pence)

5

0.09p

0.03p

0.06p



BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2022



(unaudited)

(unaudited)

(audited)


Note

At

30 June

2022

At

30 June

2021

At 31

December 2021



£000's

£000's

£000's

 





Non-current assets





Intangible assets

6

6,489

127

6,265

Property, plant and equipment

7

519

70

672



7,008

197

6,937






Current assets





Trade and other receivables


6,495

2,570

6,636

Deferred tax asset


135

-

135

Cash and cash equivalents


5,370

2,986

5,906



12,000

5,556

12,677






Current liabilities





Trade and other payables


(9,056)

(4,613)

(10,528)

Bank Loans <1 year


(108)

-

(108)

Lease Liabilities

9

(657)

(142)

(629)



(9,821)

(4,755)

(11,265)






Non-current liabilities





Bank loan >1 year

12

(254)

(50)

(308)

Lease Liabilities

9

(57)

-

(393)

Provisions for liabilities


(125)

-

(118)



(436)

(50)

(819)



 

 

 

Net assets


8,751

948

7,530

 





Equity





Share capital

8

1,081

613

1,081

Share premium


84,551

78,762

84,551

Capital redemption reserve


6,660

6,660

6,660

Merger reserve


(24,060)

(24,060)

(24,060)

Merger relief reserve


62,624

62,624

62,624

Retained deficit


(122,259)

(123,791)

(123,468)

Translation reserve


154

140

142

Total equity


  8,751

948

7,530






 





 





 

 



 

BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2022


(unaudited)

(unaudited)

(audited)


6 months to

6 months to

Year to 31


30 June  2022

30 June  2021

December  2021


£000's

£000's

£000's

Operating activities




Profit before tax

1,025

172

458

Adjustments:




Depreciation, amortisation and impairment

41

120

57

Finance income

(1)

-

-

Finance costs

51

14

67

Share based payment charges

187

30

62

Decrease in trade and other receivables

244

466

1,314

(Decrease)/increase in trade and other payables

(794)

(260)

2,033

Tax (paid)/received

-

(5)

-

Cash inflow from operating activities

753

537

3,991





Investing activities




Acquisition of subsidiaries

(1,063)

-

(7,735)

Net cash acquired on acquisition

190

-

1,451

Purchase of property, plant and equipment

(30)

(22)

(34)

Purchase of intangible assets

-

-

-

Interest received

1

-

-

Interest paid

(8)

-

(5)

Cash outflow from investing activities

(910)

(22)

(6,323)





Cash flows from financing activities




Issue of share capital

-

-

6,257

Proceeds from borrowings

-

-

-

Repayment of borrowings

(56)

-

(36)

Repayment of lease liability

(308)

(274)

(730)

Cash outflow from financing activities

(364)

(274)

5,491





Net change in cash and cash equivalents

(520)

241

3,159





Movement in net cash




Cash and cash equivalents, beginning of period

5,906

2,754

2,754

Increase/(decrease) in cash and cash equivalents

(520)

241

3,159

Movement in foreign exchange

(16)

(9)

(7)

Cash and cash equivalents, end of period

  5,370

  2,986

5,906

 




BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2022


 

Share

capital

Share

premium

Capital redemption

reserve

 

Merger reserve

 

Merger relief reserve

 

Translation

reserve

Retained

deficit

Total

equity


£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

At 1 January 2021 (audited)

613

78,762

6,660

(24,060)

62,624

149

(123,988)

760

Shares issued during the period

-

-

-

-

-

-

-

-

Equity settled share based payments

-

-

-

-

-

-

30

30

Transactions with owners

-

-

-

-

-

-

30

30

Other Comprehensive Income









Profit and total comprehensive income for the period

-

-

-

-

-

(9)

167

158

At 30 June 2021 (unaudited)

613

78,762

6,660

(24,060)

62,624

140

(123,791)

948

At 1 January 2021 (audited)

613

78,762

6,660

(24,060)

62,624

149

(123,988)

760

Shares issued during the year

468

5,789

-

-

-

-

-

6,257

Equity settled share based payments

-

-

-

-

-

-

62

62

Transactions with owners

468

5,789

-

-

-

-

62

6,319

Other Comprehensive Income

 

 







Profit and total comprehensive income for the period

-

-

-

-

-

(7)

458

451

At 31 December 2021 (audited)

1,081

84,551

6,660

(24,060)

62,624

142

(123,468)

7,530

At 1 January 2022 (audited)

1,081

84,551

6,660

(24,060)

62,624

142

(123,468)

7,530

Shares issued during the year

-

-

-

-

-

-

-

-

Equity settled share based payments

-

-

-

-

-

-

187

187

Transactions with owners

-

-

-

-

-

-

187

187

Other Comprehensive Income

 

 







Profit and total comprehensive income for the period

-

-

-

-

-

12

1,022

1,034

At 30 June 2022 (unaudited)

1,081

84,551

6,660

(24,060)

62,624

154

(122,259)

8,751


BRAVE BISON GROUP PLC

NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2022

 

1        General information

 

The information for the year ended 31 December 2021 does not constitute statutory accounts as defined in section 435 of the Companies Act 2006.  A copy of the statutory accounts has been delivered to the Registrar of Companies.  The auditors reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.  The interim financial statements have not been audited or reviewed by the Group's auditor.

 

 

2        Accounting policies

 

Basis of preparation

The annual financial statements of Brave Bison Group plc are prepared in accordance with IFRS as adopted by the European Union.  The condensed set of financial statements included in this half yearly report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the European Union.

 

The interim statement has been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities for the foreseeable future. The Group is dependent for its working capital requirements on cash generated from operations, cash holdings and from equity markets. The cash holdings of the Group at 30 June 2022 were £5.4 million.

 

The Directors have prepared detailed cash flow projections ("the Projections") which are based on their current expectations of trading prospects. The board forecasts that the Group will continue to achieve positive cash inflows in the second half of 2022 and 2023. Accordingly, the Directors have concluded that it is appropriate to continue to adopt the going concern basis in preparing these financial statements.  The Directors are confident that the Group's forecasts are achievable, and are committed to taking any actions available to them to ensure that any shortfall in forecast revenues is mitigated by cost savings.

 

The Directors also continue to monitor the impact of the COVID-19 pandemic, and maintain rolling forecasts which are regularly updated.  Advertising revenues have recovered well after the initial impact of the pandemic, and while project budgets remain smaller, we are seeing signs of recovery in this area as well.

 

 

Significant accounting policies

The accounting policies applied by the Group in this condensed set of consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2021.

 

Other pronouncements

 

Other accounting pronouncements which have become effective from 1 January 2022 and therefore have been adopted do not have a significant impact on the Group's financial results or position.

3        Segment reporting

 

The Board has reviewed the Group and all revenues are functional activities of a digital media and marketing group, and these activities take place on an integrated basis. The senior executive team review the financial information on an integrated basis for the Group as a whole, with respective heads of business who are geographically located and in accordance with IFRS 8 Operating Segments, the Group will be providing a geographical split. The Group will also be providing a split between the Media Network revenue and Digital Marketing services revenue.

 

Geographic reporting

The information is presented based on the customers' location.





(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2022

6 months ended

June 2021

 ended 31

December

 2021



£000's

£000's

£000's






United Kingdom & Europe


12,857

5,197

17,548

Asia Pacific


122

634

894

Rest of the World


1,763

1,485

3,218

Total Revenue


14,742

7,316

21,660

 

 

 

 

 

 

The group identifies two revenue streams, Media Network revenue and Digital Marketing services revenue. The analysis of revenue and gross profit by each stream is detailed below.

 





(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2022

6 months ended

June 2021

 ended 31

December

 2021

Revenue


£000's

£000's

£000's






Media Network


5,919

6,390

14,329

Digital Marketing services


8,823

926

7,331

Total revenue


       14,742

7,316

21,660

 

 

 

 





(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2022

6 months ended

June 2021

 ended 31

December

 2021

Gross profit


£000's

£000's

£000's






Media Network


1,436

1,395

3,044

Digital Marketing services


6,747

547

4,762

Total gross profit


         8,183

1,942

7,806

 

Timing of revenue recognition

The following table includes revenue from contracts disaggregated by the timing of recognition.

 





(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2022

6 months ended

June 2021

 ended 31

December

 2021



£000's

£000's

£000's






Products and services transferred at a point in time


5,959

6,460

14,432

Products and services transferred over time


8,883

856

7,228

Total revenue


14,742

7,316

21,660

 

 

4       Restructuring

 





(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2022

6 months ended

June 2021

 ended 31

December

 2021



£000's

£000's

£000's






Restructuring costs


              62

         -

176

 

Restructuring costs in 2022 relate to corporate reorganisation activities as a result of the acquisition of Greenlight, as well as costs relating to the transfer of contractors into a new subsidiary in Bulgaria.

 

 

5       Profit per share

 

Both the basic and diluted profit / (loss) per share have been calculated using the profit / (loss) after tax

attributable to shareholders of Brave Bison Group plc as the numerator, i.e. no adjustments to profits / (losses) were necessary in 2021 or 2022. The calculation of the basic profit / (loss) per share is based on the profit /(loss) attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. Share options were dilutive in 2021 and 2022.




(audited)


(unaudited)

(unaudited)

12 months


6 months ended

June 2022

6 months ended

June 2021

 ended 31

December

 2021





Weighted average number of ordinary shares

1,080,816,000

612,821,228

768,367,147

Dilution due to share options

62,376,266

41,367,914

57,637,981

Total weighted average number of ordinary shares

1,143,192,266

654,189,142

826,005,128





Basic profit per ordinary share (pence)

0.09p

0.03p

0.06p

Diluted profit per ordinary share (pence)

0.09p

0.03p

0.06p

Adjusted basic profit per ordinary share (pence)

0.12p

0.05p

0.18p

Adjusted diluted profit per ordinary share (pence)

0.11p

0.05p

0.17p








(audited)


(unaudited)

(unaudited)

12 months


6 months ended

June 2022

6 months ended

June 2021

 ended 31

December

 2021


£000's

£000's

£000's









Profit for the year attributable to ordinary shareholders

1,022

167

458





Equity settled share based payments

187

121

62

Restructuring costs

62

30

176

Acquisition costs

40

-

686

Tax charge/credit

3

-

-

Adjusted operating profit for the period attributable to the equity shareholders

1,314

318

1,382





 

6       Intangible Assets



Goodwill

Online Channel Content

Technology

 

 

Brands

Customer Relation-ships

Total



£000's

£000's

£000's

£000's

£000's

£000's

Cost








At 30 June 2021


35,075

2,034

5,213

273

19,332

61,927

Additions



6,155

-

-

-

-

6,155

At 31 December 2021


41,230

2,034

5,213

273

19,332

68,082









Additions


241

-

-

-

-

241

At 30 June 2022


41,471

2,034

5,213

273

19,332

68,323









Amortisation and impairment






At 30 June 2021


35,075

1,907

5,213

273

19,332

61,800

Charge for the period


-

17

-

-

-

17

Impairment charge


-

-

-

-

-

-



 

 

 

 

 

 

At 31 December 2021


35,075

1,924

5,213

273

19,332

61,817









Charge for the period


-

17

-

-

-

17

Impairment charge


-

-

-

-

-

-

At 30 June 2022


35,075

1,941

5,213

273

19,332

61,834









Net Book Value








 








At 30 June 2021


-

127

-

-

-

127









At 31 December 2021


6,155

110

-

-

-

6,265









At 30 June 2022


6,396

93

-

-

-

6,489




















 

7          Property, plant and equipment

 


Right of Use asset

Leasehold Improvement

Computer Equipment

Fixtures &

 Fittings

Total


£000's

£000's

£000's

£000's

£000's

Cost






At 30 June 2021

1,035

-

924

220

2,179

Additions

-

-

12

-

12

Acquisition of subsidiary

719

11

36

-

766

At 31 December 2021

1,754

11

972

220

2,957


 

 

 

 

 

Additions

-

-

36

-

36

Disposals

(1,035)

-

(903)

(220)

(2,158)

Acquisition of subsidiary

-

-

1

-

1

At 30 June 2022

719

11

106

-

836







Depreciation and impairment






At 30 June 2021

986

-

903

220

2,109

Charge for the period

159

2

15

-

176

Impairment charge

-

-

-

-

-

At 31 December 2021

1,145

2

918

220

2,285


 

 

 

 

 

Charge for the period

166

3

21

-

190

Disposals

(1,035)

-

(903)

(220)

(2,158)

At 30 June 2022

276

5

36

-

317


 

 

 

 

 

Net Book Value






At 30 June 2021

49

-

21

-

70

 






At 31 December 2021

609

9

54

-

672

 






At 30 June 2022

443

6

70

-

519

 

Included in the net carrying amount of property, plant and equipment are right-of-use assets as follows:




(audited)


(unaudited)

(unaudited)

12 months


6 months ended

June 2022

6 months ended

June 2021

 ended 31

December

 2021


£000's

£000's

£000's





Right-of-use-asset

443

49

609

Total right-of-use asset

443

49

609



 

 

8        Share capital

 

       

        Ordinary share capital


At 30 June 2022



Number

£000's





Ordinary shares of £0.001

1,080,816,000

1,081




Total ordinary share capital of the Company

 

1,081




 

Rights attributable to ordinary shares

The holders of ordinary shares are entitled to receive notice of and attend and vote at any general meeting of the Company.

 

           

9        Leases

 

Lease liabilities are presented in the statement of financial position as follows:



(unaudited)

(unaudited)

(audited)



At

30 June

2022

At

30 June

2021

At 31

December 2021



£000's

£000's

£000's






Current


657

142

629

Non-current


57

-

393



714

142

1,022

 

The Group acquired two office leases with the acquisition of Greenlight which expire in November 2023. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a corresponding lease liability.

 

The table below describes the nature of the Group's leasing activities by type of right-of-use asset recognised on the statement of financial position:

 

 

No. of right-of-use assets leased

Range of remaining term

Average remaining lease term

No. of leases with extension options

No. of leases with termination options

Office building

2

1.5 years

1.5 years

-

-

 

The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 June 2022 were as follows:

 



Within one year

One to two years

Total



£000's

£000's

£000's

Lease payments


700

58

758

Finance charges


(43)

(1)

(44)

Net present values


657

57

714

 

 

The Group does not have any liabilities for short term leases.

 

The Group received a Covid-19 related rent concession during the period of £nil (2021: £72,030).  It has applied the exemption granted by the Covid-19-Related Rent Concessions (Amendment to IFRS 16) and has therefore not assessed this as a lease modification but has included it within administration expenses.

 

At 30 June 2022 the Group had not committed to any leases which had not yet commenced excluding those recognised as a lease liability.

 

 

10     Financial Instruments

 

 


(unaudited)

(unaudited)

(audited)

Categories of financial instruments


 As at 30

June

 2022

 As at 30

June

 2021

As at 31

 December

2021



£000's

£000's

£000's

Financial assets

 



 

Loans and other receivables


6,154

2,411

6,285

Cash and bank balances


5,370

2,986

5,906



11,524

5,397

12,191






Financial liabilities

 




Trade and other payables at amortised cost


(7,862)

(4,394)

9,811

Lease liabilities


(714)

(142)

1,022



(8,576)

(4,536)

10,833

 

 

Brave Bison categorises all financial assets and liabilities as level 1 for fair value purposes which means they are valued using quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

 

11     Contingent liabilities

 

 

There were no contingent liabilities at 30 June 2022 (30 June 2021 and 31 December 2021: None).



12     Bank Loans

 

 




(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2022

6 months ended

June 2021

 ended 31

December

 2021

 

 

£000's

£000's

£000's






Loan <1 year


108

-

108

Loan >1 year


254

50

308



362

50

416

 

The Group has a Bounce Back Loan Agreement which is due to be fully repaid in 2026. The repayment amount and timing of each instalment is based on a fixed interest rate of 2.5% payable on the outstanding principal amount of the loan and applicable until the final repayment date.  This loan is unsecured.  The Group also has a Coronavirus Business Interruption Loan ("CBIL") which was acquired as part of the Greenlight acquisition which is due to be fully repaid in 2026.  The repayment amount and timing of each instalment is based on a fixed interest rate of 4.35% per annum payable on the outstanding principal amount of the loan and applicable until the final repayment date.  The CBIL and an unused bank overdraft facility of £500,000 available to the Company's subsidiary Greenlight Digital Limited are secured by a fixed and floating charge over its assets together with a cross guarantee with Brave Bison Group Plc, Brave Bison Limited and Greenlight Commerce Limited in favour of Barclays Bank, dated 1 September 2021.

 

13     Transactions with Directors and other related parties

 

Transactions with associates during the year were:

 




(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2022

6 months ended

June 2021

 ended 31

December

 2021

 

 

£000's

£000's

£000's

Recharges to Tangent Marketing Services Limited





Recharge for Admin related salary


4

-

-

Recharge for HR related salary


20

11

24

Recharge for IT related salary


15

-

-

Recharge for production related salary


20

-

6

Recharge for property related costs


55

-

32



93

11

62






Recharges from Tangent Marketing Services Limited





Recharge for IT related salary


-

8

13

Recharge for marketing related services


-

-

27

Recharge for production related salary


-

-

4

Recharge of website support services


-

15

-



-

23

44











 

 

 

 

 

 


(unaudited)

(unaudited)

(audited)



6 months to

6 months to

Year to 31



30 June  2022

30 June  2021

December  2021



£000's

£000's

£000's






Amounts owed to Tangent Marketing Services Limited


-

13

5

Amounts owed by Tangent Marketing Services Limited


24

6

4

                         

 

Tangent Marketing Services Limited is a related party by virtue of its shareholding in Brave Bison Group Plc. All of the above transactions were conducted at arms length.

 

 

14     Acquisitions

 

On 28 April 2022, the Company acquired the entire issued share capital of Best Response Media Limited. The consideration was financed by existing cash balances.  Best Response Media is a specialist ecommerce and mobile development company focused exclusively on the Adobe Commerce platform.

 

The provisional fair value of the assets acquired and liabilities assumed were as follows:

 


Book value

Fair value adjustments

Fair value










£000's

£000's

£000's

Goodwill

241

-

241

Tangible Assets

1

-

1

Trade and other receivables

236

-

236

Cash and cash equivalents

190

-

190

Current Liabilities

(143)

-

(143)

Non-current liabilities

-

-

-

Deferred tax

-

-

-


525

-

525

 

The consideration for the acquisition is as follows:

 


£000's



Initial cash consideration

962

Less: cash dividend up

(650)

Deferred cash consideration

175

Completion accounts adjustment

37


525

 

The company acquired the entire issued share capital of Best Response Media Limited for a total consideration of £0.5 million after deducting the cash dividend paid immediately after acquisition. The payment of the deferred consideration will be made on 28 October 2022.

 

The condensed consolidated Statement of Comprehensive Income includes £0.04 million of acquisition costs.

 

The fair value of the financial assets includes trade and other receivables with a fair value of £0.2 million and a gross contractual value of £0.3 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £0.1 million.  The goodwill represents the acquired accumulated workforce and the synergies expected from integrating Best Response Media into the Group's existing business.  The Group has carried out an interim fair value adjustment exercise and will be completing a full exercise within the one year measurement period from the date of the acquisition in accordance with IFRS3, and alongside the completion of the integration.  At the interim valuation stage the Group has not been able to reliably estimate the fair value of acquired intangibles and therefore the excess of consideration over fair value of other identifiable assets and liabilities has been allocated to goodwill.  Once the full valuation exercise has been completed additional intangible assets may be recognised separately from goodwill.

 

Best Response Media Limited contributed £0.1 million revenue and £0.0 million to the Group's profit for the period between the date of acquisition and the reporting date.

 

 

 

 

 

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