Half-year Report

Brave Bison Group PLC
13 September 2023
 

The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended.  Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

13 September 2023

 

Brave Bison Group plc

("Brave Bison" or the "Company", together with its subsidiaries "the Group")

 

Interim Results

 

Performance in-line with Board expectations despite challenging environment

 

Brave Bison, the digital advertising and technology services company, today reports its unaudited interim results for the six months ended 30 June 2023.

 

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

 

"We are pleased to report a period of stable profitability despite a difficult macro-economic backdrop. The core Brave Bison business has performed in-line with our expectations, and the turnaround of SocialChain is showing encouraging progress with a number of recent customer wins including national brands such as Asda, The Army and Holland & Barrett"

 

Financial Highlights

 

H1 2023

H1 2022

Change

Revenue

£16.9m

£14.7m

+15%

Gross Profit / Net Revenue

£10.0m

£8.2m

+23%

Adj. EBITDA (1)

£1.9m

£1.6m

+20%

Adj. Profit Before Tax (2)

£1.5m

£1.3m

+14%

Adj. PBT Per Share

0.12p

0.12p

+0%

Profit Before Tax

(£0.2m)

£1.0m

(124%)

Cash

£4.5m

£5.4m

(17%)

Net Cash excl. Lease Liabilities

£4.3m

£4.8m

(14%)

Small apparent errors due to rounding

 

(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. Profit Before Tax is stated after adding back acquisition costs, restructuring costs, impairments, amortisation of acquired intangibles and share-based payments, and is after the deduction of costs associated with property leases.

 

·      Adj. EBITDA of £1.9m (H1 2022: £1.6m) and Adj. Profit Before Tax of £1.5m (H1 2022: £1.3m), both in-line with expectations

 

·      Double-digit growth in revenue and gross profit / net revenue to £16.9m (H1 2022: £14.7m) and £10.0m (H1 2022: £8.2m) respectively

 

·      Statutory loss before tax of £0.2m (H1 2022: profit of £1.0m) after incurring £1.4m (H1 2022: £0.1m) in exceptional costs associated with the acquisition and integration of SocialChain and simultaneous £4.8m share placing in February 2023

 

·      Net cash of £4.3m (H1 2022: £4.8m, H2 2022: £6.2m) excluding lease liabilities, a cash outflow of £1.9m (H1 2022: £0.1m inflow) during the period due to the acquisition of SocialChain which was funded in-part by balance sheet cash

 

·      Gross cash of £4.5m (H1 2022: £5.4m, H2 2022: £6.5m). Brave Bison has now repaid all outstanding loans and deferred consideration, with the exception of £0.2m worth of Government-backed COVID relief loans with favourable interest rates and long-dated maturities. As at 30 June 2023, the Company's revolving credit facilities were undrawn

 

·      Adjusted earnings per share for the period of 0.12p (H1 2022: 0.12p), in-line with Board expectations

 

Strategic Highlights

 

·      SocialChain was acquired in February 2023 and integrated with Brave Bison Social & Influencer. The resulting SocialChain by Brave Bison is one of the UK's leading social media advertising and influencer marketing agencies. New business wins since completion include Warner Bros., Asda, Pinterest, Purina, The Army, Holland & Barrett and a national retailer under NDA

 

·      Brave Bison completed a £4.8m fundraising in February 2023 to fund the acquisition of SocialChain and provide further capital for future acquisitions. The fundraising, initially targeting £3.0m, was increased due to strong demand from institutional and other investors and closed oversubscribed

 

·      Integration of SocialChain is materially complete with IT, finance, HR, operations and marketing functions combined with Brave Bison at the period end. Full systems integration is expected to be materially complete by the end of 2023

 

·      As a result of the integration and tighter resource control, headcount at SocialChain has reduced by 28% since completion of the acquisition. Annualised cost savings of circa £1m have now been realised

 

·      Brave Bison Media Network customers representing approximately 65% of FY22 gross profit / net revenue have renewed key contracts for between 24 and 36 months, including flagship channels US Open, Ryder Cup, Link Up TV and PressPlay Media

 

·      New business wins at Brave Bison Performance and Brave Bison Commerce include Markel Group, a global insurance company with revenues in excess of $10bn, Alliance Automotive Group, a European car parts distributor with revenues in excess of $3bn

 

·      Brave Bison Commerce awarded Best B2B Project at the MACH Impact Awards for its world-first composable commerce architecture delivery for MKM Building Supplies

 

·      Brave Bison total headcount as at 30 June 2023 of 238 (H1 2022: 156). Brave Bison staff now operate from in nine countries, with hubs in London, Manchester and New York, as well as Bulgaria and Egypt

 

Outlook

 

·      FY23 performance anticipated to be in-line Board expectations, including net cash which is expected to exceed £6m at year end

 

·      Trading in H2 is showing a meaningful improvement on H1, driven by the positive impact from the SocialChain acquisition & integration and healthy new business activity across Brave Bison

 

Change of Name of Nominated Adviser

 

Brave Bison also announces that its Nominated Adviser has changed its name to Cavendish Securities plc following completion of its own corporate merger.

 

For further information please contact:

 

Brave Bison Group plc

Oliver Green, Chairman                                                                          via Cavendish

Theo Green, Chief Growth Officer

Philippa Norridge, Chief Financial Officer

 

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

Nominated Adviser & Broker

Ben Jeynes

Dan Hodkinson

 

About Brave Bison

 

Brave Bison (AIM: BBSN) is a digital advertising and technology services company, headquartered in London with a globally distributed workforce in over nine countries. The Company provides services to global brands and advertisers through four business units.

 

Brave Bison Performance is a paid and organic media practice. It plans and buys digital media on platforms like Google, Meta, TikTok, Amazon and YouTube, as well as providing search engine optimisation and digital PR services. Customers include New Balance, Curry's and Asus.

 

SocialChain by Brave Bison is a social media advertising practice. It creates content for social media platforms and works with influencers to create and distribute marketing content. This creative approach ensures that content is more native to the platform it is on, allowing its customers to drive higher engagement from audiences of all ages. Customers include KFC, TikTok and General Mills.

 

Brave Bison Commerce is a digital commerce practice. It creates, improves and maintains ecommerce websites and manages the customer experience in a digital environment. This practice builds ecommerce systems in a composable way - whereby different functions of a website are provided by different software from different vendors. Customers include MKM Building Supplies, Muller and Furniture Village.

 

Brave Bison Media Network is a portfolio of channels across YouTube, Facebook, Snapchat, TikTok and Instagram. These channels generate hundreds of millions of monthly views, and the advertising inventory from each channel is sold through online advertising exchanges. Popular channels include The Hook, PGA Tour, US Open and Link Up TV.

 

Chairman's Statement

 

The first half of 2023 has been dominated by the acquisition and subsequent integration of SocialChain, a social media advertising and influencer marketing agency, and our largest acquisition to date. Brave Bison acquired SocialChain in February 2023 from a distressed German corporate and the business has now been merged into our existing social and influencer operations to form SocialChain by Brave Bison.

 

SocialChain has an excellent market position and it is widely viewed as one of the leading social media advertising and influencer marketing agencies in the UK. This position stems from strong brand recognition amongst social and brand marketers across all industries. This recognition has three main drivers: firstly, SocialChain's genesis (the business was founded by Dragon's Den star Steven Bartlett), secondly, a very active marketing platform underpinned by Social Minds, an award-winning podcast, and, finally, an excellent roster of clients including global businesses such as The Army, KFC and General Mills.

 

The Board believes that SocialChain, which was loss-making at the time of acquisition, has the potential to become one of Brave Bison's strongest brands. The business has been comprehensively restructured, including property disposals, back office and systems integration with Brave Bison and a reduction in headcount of 28%, which is expected to result in an adjusted EBITDA SocialChain profit for the current financial year.

 

Turnarounds always present challenges, but we are encouraged with progress made to date. The integration of systems, operations and ways of working with Brave Bison has happened quickly, and resource is now being shared across the Company. Furthermore, SocialChain by Brave Bison has been on an impressive new business drive, winning in excess of £2m in annualised revenue, to be delivered over this and the next financial year, from brands including Holland & Barrett, The Army, Pinterest and Aer Lingus. SocialChain's work for The Army will be supported by additional work from our Brave Bison Performance business unit, demonstrating clients' demand for a connected social and performance marketing proposition and providing us with a strong case study to win additional customers in this space.

 

Despite management focus on SocialChain in the period, the core Brave Bison business has continued to perform in-line with our expectations overall. Brave Bison Commerce has signed new engagements with two large enterprise customers, Alliance Automotive Group, a car parts distributer, and a retailer under NDA. Fees are expected to exceed £1.3m in aggregate, on programmes of work that will extend into the next financial year. Some of this new revenue will be offset by customer losses as budgets tighten, but we are comfortable that the proposition remains strong and we will continue to win more market share. We are particularly encouraged to see that Brave Bison Commerce won Best B2B Project at the MACH Alliance Impact Awards, a prestigious award for technology companies using composable development architecture.

 

Similarly, Brave Bison Performance is trading in-line with our expectations. Despite challenging end markets, our consumer-focused customers such as New Balance and Curry's have continued to spend. Focus has shifted into conversion-led products that have repeatable and predictable outcomes for our customers, and performance marketing has proven to be the most resilient budget. In Q1 we launched a new Marketplaces proposition that allows our customers to simultaneously offer their products across a network of third-party websites (Amazon, eBay, TikTok, Target+, OnBuy, Google Shopping etc.). This has the potential to add incremental sales within a short period of time and take up to date has been encouraging. We were pleased to announce two significant new business wins during the period: Markel, a global insurance company, and Manual, a men's wellness company. Both customers have scope to expand both services and markets, and we look forward to collaborating into 2024.

 

The Brave Bison Media Network has experienced some volatility, particularly on Snapchat where revenues are lower year-on-year. Competition between publishers on the platform has increased substantially and consequently the views across some of our channels are lower, compounding the effects of an already subdued advertising market. However, our YouTube network performed well over the period. Our sports franchise, focussed on tennis and golf, has grown well, and customers representing approximately 65% of FY22 net revenue have now renewed their contracts of 24 to 36 months terms.

 

Financial Review

 

H1 2023 saw Brave Bison record another period of steady results whilst also completing a major acquisition and integration. The Company recorded revenues of £16.9m (H1 2022: £14.7m), gross profit / net revenue of £10.0m (H1 2022: £8.2m) and Adj. PBT of £1.5m (H1 2022: £1.3m), an increase of 16%.

 

Adjusted EBITDA Margin (Adj. EBITDA as a proportion of gross profit / net revenue) was 18.9% compared to 19.2% in H1 2022. This reduction is a consequence of the acquisition of SocialChain which was loss making at the point of acquisition, and should improve in future periods as a result of the cost savings and efficiencies already realised.

 

Net cash at the period end was £4.3m (H1 2022: £4.8m, H2 2022: £6.2m). Cash outflows during the period were primarily related to the initial cash outflows on the acquisition of SocialChain and the associated working capital requirements for the business over the following few months. We anticipate being significantly cash generative in H2 2023 now that the restructuring and integration costs have been incurred, with 2023 year-end cash expected to exceed £6m.

 

Acquisition costs of £0.8m (H1 2022: £0.0m) and restructuring costs of £0.6m (H1 2022: £0.1m) were recorded during the period. Acquisition costs relate to professional fees associated with the acquisition of SocialChain and the simultaneous fundraising. Due to investor demand, the size of the fundraising was increased from an initial £3.0m to £4.8m, resulting in higher fees than originally anticipated.  Restructuring costs relate primarily to notice periods of duplicated employees, severance payments, legal costs, property costs and duplicated IT costs associated with the integration of SocialChain into Brave Bison.

 

As detailed in the 2022 annual report, there are ongoing costs recognised which are related to the amortisation of acquired intangible assets and the impairment of brand names. During the period the purchase price allocation exercise relating to the Best Response Media Ltd (BRM) acquisition was completed, and the amount allocated to the BRM brand name (£26k) was impaired following the successful integration of this into the Brave Bison Commerce.

 

Share based payments relate to the value of share awards that have been granted to employees of the Brave Bison. £0.2m (H1 2022: £0.2m) of this amount relates to the directors' LTIP, which can only be redeemed in accordance with the terms outlined in the Directors' Remuneration section of the 2022 Annual Report. The earliest possible redemption date is December 2024, and redemption is contingent on, inter alia, the Brave Bison share price exceeding 3.0 pence.

 

An analysis of the Adjusted Profit Before Tax is shown below:

 

£'000

H1 FY23

H1 FY22

Adj. Profit Before Tax

1,522

1,331

Adjusting Items:



Acquisition Costs

810

40

Restructuring Costs

626

62

Amortisation of Acquired Intangibles

114

17

Impairment of Brand Name

26

0

Share Based Payments

190

187

Profit Before Tax

(244)

1,025

 

On behalf of the Board

Oliver Green

Chairman

13 September 2023

 

 



 

BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2023



(unaudited)

(unaudited)

(audited)



6 months to

6 months to

Year to 31


Note

30 June

 2023

30 June

 2022

December

 2022



£000's

£000's

£000's






Revenue

3

16,902

14,742

31,652






Cost of sales


(6,877)

(6,559)

(14,704)

Gross profit


10,025

8,183

16,948






Administration expenses


(10,234)

(7,108)

(15,486)

Operating (loss)/profit


(209)

1,075

1,462






Finance income


70

1

80

Finance costs


(105)

(51)

(86)

(Loss)/profit before tax


(244)

1,025

1,456

 





Analysed as





Adjusted EBITDA


1,893

1,571

3,020

Finance costs


(105)

(51)

(86)

Finance income


70

1

80

Depreciation


(336)

(190)

(382)

Adjusted profit before tax


1,522

1,331

2,632

Restructuring costs


(626)

(62)

(62)

Acquisition costs


(810)

(40)

(56)

Impairment charge


(26)

-

(456)

Amortisation of acquired intangibles


(114)

(17)

(215)

Equity settled share based payments


(190)

(187)

(387)

(Loss)/profit before tax


(244)

1,025

1,456

 





Income tax credit/(charge)


17

(3)

624

(Loss)/profit attributable to equity holders of the parent


(227)

1,022

2,080

 

Statement of Comprehensive Income





(Loss)/profit for the period/year


(227)

1,022

2,080

Items that may be reclassified subsequently to profit or loss





Exchange (loss)/gain on translation of foreign subsidiaries


              (10)

            12

       25

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


 

(237)

 

1,034

2,105

 

Profit per share (basic and diluted)





Basic (loss)/profit per ordinary share (pence)

5

(0.02p)

0.09p

0.19p

Diluted (loss)/profit per ordinary share (pence)

5

(0.02p)

0.09p

0.18p

 

 


 

BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2023



(unaudited)

(unaudited)

(audited)


Note

At

30 June

2023

At

30 June

2022

At 31

December 2022



£000's

£000's

£000's

 





Non-current assets





Intangible assets

6

12,592

6,489

6,270

Property, plant and equipment

7

815

519

372

Deferred tax asset


48

135

48



13,455

7,143

6,690






Current assets





Trade and other receivables


7,032

6,495

7,426

Cash and cash equivalents


4,453

5,370

6,485



11,485

11,865

13,911






Current liabilities





Trade and other payables


(8,468)

(9,056)

(9,310)

Bank Loans <1 year

12

(14)

(108)

(109)

Lease Liabilities

9

(270)

(657)

(393)



(8,752)

(9,821)

(9,812)






Non-current liabilities





Lease Liabilities

9

(31)

(57)

-

Deferred tax liability


(411)

-

(283)

Bank loan >1 year

12

(144)

(254)

(199)

Provisions for liabilities


(877)

(125)

(285)



(1,463)

(436)

(767)



 

 

 

Net assets


14,725

8,751

10,022

 





Equity





Share capital

8

1,287

1,081

1,081

Share premium


89,095

84,551

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


(121,038)

(122,259)

(121,001)

Translation reserve


157

154

167

Total equity


     14,725

8,751

10,022






 





 





 

 



 

BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2023


(unaudited)

(unaudited)

(audited)


6 months to

6 months to

Year to 31


30 June  2023

30 June  2022

December  2022


£000's

£000's

£000's

Operating activities




(Loss)/profit before tax

(244)

1,025

1,456

Adjustments:




Depreciation, amortisation and impairment

476

41

1,053

Finance income

(70)

(1)

(80)

Finance costs

105

51

86

Share based payment charges

190

187

387

Decrease/(increase) in trade and other receivables

1,478

244

(553)

(Decrease)/increase in trade and other payables

(3,104)

(794)

(721)

Tax received

265

-

84

Cash (outflow)/inflow from operating activities

(904)

753

1,712





Investing activities




Acquisition of subsidiaries

(4,756)

(1,063)

(1,174)

Net cash acquired on acquisition

(27)

190

840

Purchase of property, plant and equipment

(23)

(30)

(81)

Interest received

70

1

80

Cash outflow from investing activities

(4,736)

(902)

(335)





Cash flows from financing activities




Issue of share capital

4,750

-

-

Interest paid

(105)

(8)

(86)

Repayment of borrowings

(628)

(56)

(108)

Repayment of lease liability

(399)

(308)

(629)

Cash inflow/(outflow) from financing activities

3,618

(372)

(823)





Net change in cash and cash equivalents

(2,022)

(520)

554





Movement in net cash




Cash and cash equivalents, beginning of period

6,485

5,906

5,906

(Decrease)/increase in cash and cash equivalents

(2,022)

(520)

554

Movement in foreign exchange

(10)

(16)

25

Cash and cash equivalents, end of period

      4,453

           5,370

6,485

 



BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2023


 

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 2022 (audited)

1,081

84,551

6,660

(24,060)

62,624

142

(123,468)

7,530

Shares issued during the period

-

-

-

-

-

-

-

-

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

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

-

-

-

-

-

-

387

387

Transactions with owners

-

-

-

-

-

-

387

387

Other Comprehensive Income

 

 







Profit and total comprehensive income for the period

-

-

-

-

-

25

2,080

2,105

At 31 December 2022 (audited)

1,081

84,551

6,660

(24,060)

62,624

167

(121,001)

10,022

At 1 January 2023 (audited)

1,081

84,551

6,660

(24,060)

62,624

167

(121,001)

10,022

Shares issued during the period

206

4,544

-

-

-

-

-

4,750

Equity settled share based payments

-

-

-

-

-

-

190

190

Transactions with owners

206

4,544

-

-

-

-

190

4,940

Other Comprehensive Income

 

 







Loss and total comprehensive income for the period

-

-

-

-

-

(10)

(227)

(237)

At 30 June 2023 (unaudited)

1,287

89,095

6,660

(24,060)

62,624

157

(121,038)

14,725

BRAVE BISON GROUP PLC

NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2023

 

1        General information

 

The information for the year ended 31 December 2022 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 2023 were £4.5 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 achieve positive cash inflows in the second half of 2023 and 2024. 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 maintain rolling forecasts which are regularly updated.

 

 

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 2022.

 

Other pronouncements

 

Other accounting pronouncements which have become effective from 1 January 2023 and therefore have been adopted do not have a significant impact on the Group's financial results or position.

3        Segment reporting

 

The Group has identified three geographic areas (United Kingdom & Europe, Asia Pacific and Rest of the world) and the information is presented based on the customers' location.

 

Geographic reporting

The information is presented based on the customers' location.





(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2023

6 months ended

June 2022

 ended 31

December

 2022



£000's

£000's

£000's






United Kingdom & Europe


14,844

12,857

28,493

Asia Pacific


212

122

311

Rest of the World


1,846

1,763

2,848

Total Revenue


16,902

14,742

31,652

 

 

 

 

 

 

The Group identifies two revenue streams, advertising and fee based services, which correspond to the Media Network and Digital Advertising and Technology Services pillars respectively. The analysis of revenue by each stream is detailed below.

 





(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2023

6 months ended

June 2022

 ended 31

December

 2022

Revenue


£000's

£000's

£000's






Advertising


5,015

5,919

11,905

Fee based services


11,887

8,823

19,747

Total revenue


         16,902

14,742

31,652

 

 

 

 





(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2023

6 months ended

June 2022

 ended 31

December

 2022

Gross profit


£000's

£000's

£000's






Advertising


1,313

1,436

2,945

Fee based services


8,712

6,747

14,003

Total gross profit


         10,025

8,183

16,948

 

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 2023

6 months ended

June 2022

 ended 31

December

 2022



£000's

£000's

£000's






Products and services transferred at a point in time


5,025

5,959

11,968

Products and services transferred over time


11,877

8,883

19,684

Total revenue


16,902

14,742

31,652

 

 

4        Restructuring

 





(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2023

6 months ended

June 2022

 ended 31

December

 2022



£000's

£000's

£000's






Restructuring costs


             626

        62

62

 

Restructuring costs in 2022 relate to corporate reorganisation activities as a result of the acquisition of Greenlight and costs associated with setup up a Bulgarian subsidiary and transferring employees into this entity. Restructuring costs in 2023 relate to corporate reorganisation activities as a result of the acquisition of SocialChain.

 

 

5        Earnings per share

 

Both the basic and diluted earnings per share have been calculated using the profit after tax attributable to shareholders of Brave Bison Group plc as the numerator, i.e. no adjustments to profits were necessary in 2022 or 2023. The calculation of the basic earnings per share is based on the profit attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year.




(audited)


(unaudited)

(unaudited)

12 months


6 months ended

June 2023

6 months ended

June 2022

 ended 31

December

 2022





Weighted average number of ordinary shares

1,249,684,604

1,080,816,000

1,080,816,000

Dilution due to share options

73,926,266

62,376,266

62,176,266

Total weighted average number of ordinary shares

1,323,610,870

1,143,192,266

1,142,992,266





Basic (loss)/profit per ordinary share (pence)

(0.02p)

0.09p

0.19p

Diluted (loss)/profit per ordinary share (pence)

(0.02p)

0.09p

0.18p

Adjusted basic profit per ordinary share (pence)

0.12p

0.12p

0.24p

Adjusted diluted profit per ordinary share (pence)

0.11p

0.12p

0.23p








(audited)


(unaudited)

(unaudited)

12 months


6 months ended

June 2023

6 months ended

June 2022

 ended 31

December

 2022


£000's

£000's

£000's









(Loss)/profit for the year attributable to ordinary shareholders

(227)

1,022

2,080





Equity settled share based payments

190

187

387

Restructuring costs

626

62

62

Acquisition costs

810

40

56

Impairment charge

26

-

456

Amortisation of acquired intangibles

114

17

215

Tax (credit)/charge

(17)

3

(624)

Adjusted operating profit for the period attributable to the equity shareholders

1,522

1,331

2,632





 

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 2022


41,469

2,034

5,213

273

19,332

68,321

Reallocation of Goodwill



(1,379)

-

-

456

1,360

437

At 31 December 2022


40,090

2,034

5,213

729

20,692

68,758









Additions


6,433

-

-

-

-

6,433

Reallocation of Goodwill


(124)

-

-

26

127

29

At 30 June 2023


46,399

2,034

5,213

755

20,819

75,220









Amortisation and impairment






At 30 June 2022


35,075

1,941

5,213

273

19,332

61,834

Charge for the period


-

17

-

-

181

198

Impairment charge


-

-

-

456

-

456



 

 

 

 

 

 

At 31 December 2022


35,075

1,958

5,213

729

19,513

62,488









Charge for the period


-

17

-

-

97

114

Impairment charge


-

-

-

26

-

26

At 30 June 2023


35,075

1,975

5,213

755

19,610

62,628









Net Book Value








 








At 30 June 2022


6,394

93

-

-

-

6,487









At 31 December 2022


5,015

76

-

-

1,179

6,270









At 30 June 2023


11,324

59

-

-

1,209

12,592


















 

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 2022

1,754

11

106

-

1,871

Additions

-

-

16

27

43

Acquisition of subsidiary

-

-

1

-

1

At 31 December 2022

1,754

11

123

27

1,915


 

 

 

 

 

Additions

-

-

23

-

23

Disposals

(1,035)

-

(6)

-

(1,041)

Acquisition of subsidiary

313

268

175

-

756

At 30 June 2023

1,032

279

315

27

1,653







Depreciation and impairment






At 30 June 2022

1,311

5

36

-

1,352

Charge for the period

167

3

19

2

191

Impairment charge

-

-

-

-

-

At 31 December 2022

1,478

8

55

2

1,543


 

 

 

 

 

Charge for the period

254

25

53

4

336

Disposals

(1,035)

-

(6)

-

(1,041)

At 30 June 2023

697

33

102

6

838


 

 

 

 

 

Net Book Value






At 30 June 2022

443

6

70

-

519

 






At 31 December 2022

276

3

68

25

372

 






At 30 June 2023

335

246

213

21

815

 

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 2023

6 months ended

June 2022

 ended 31

December

 2022


£000's

£000's

£000's





Right-of-use-asset

335

443

276

Total right-of-use asset

335

443

276

 

8        Share capital

 

      

            Ordinary share capital


At 30 June 2023



Number

£000's





Ordinary shares of £0.001

1,287,337,739

1,287




Total ordinary share capital of the Company

 

1,287




 

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

2023

At

30 June

2022

At 31

December 2022



£000's

£000's

£000's






Current


270

657

393

Non-current


31

57

-



301

714

393

 

The Group acquired four office leases with the acquisition of SocialChain which expire in June 2024. 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

6

0.5 - 1 year

0.75 years

-

-

 

The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 June 2023 were as follows:

 



Within one year

One to two years

Total



£000's

£000's

£000's

Lease payments


301

-

301

Finance charges


(11)

-

(11)

Net present values


290

-

290

 

 

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

 

At 30 June 2023 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

 2023

 As at 30

June

 2022

As at 31

 December

2022


£000's

£000's

£000's

Financial assets at amortised cost



 

Trade and other receivables

6,291

6,154

6,167

Cash and bank balances

4,453

5,370

6,485


10,744

11,524

12,652





Financial liabilities at amortised cost




Trade and other payables

7,184

7,862

8,067

Lease liabilities

301

714

393


7,485

8,576

8,460

 

 

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 2023 (30 June 2022 and 31 December 2022: None).

 

12      Bank Loans

 

 




(audited)



(unaudited)

(unaudited)

12 months



6 months ended

June 2023

6 months ended

June 2022

 ended 31

December

 2022

 

 

£000's

£000's

£000's






Loan <1 year


14

108

109

Loan >1 year


144

254

199



158

362

308

 

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 had a Coronavirus Business Interruption Loan ("CBIL") which was acquired as part of the Greenlight acquisition which was due to be fully repaid in 2026.  The repayment amount and timing of each instalment was 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.  During the period, the Group repaid the CBIL in full. The Group continues to have a £3m revolving credit facility (RCF) with Barclays Bank plc. The RCF is a 3 year facility with an interest margin of 2.75% over Base Rate. The RCF was partially drawn (£1.5 million) at the time of the SocialChain acquisition but was repaid in full before the end of the period. The Group also has a U.S. Small Business Administration loan which was acquired as part of the SocialChain acquisition which is due to be fully repaid in 2050. The repayment amount and timing of each instalment was based on a fixed interest rate of 3.75% per annum payable on the outstanding principal amount of the loan and applicable until the final repayment date.

 

 

13      Transactions with Directors and other related parties

 

Transactions with associates during the year were:




(audited)


(unaudited)

(unaudited)

12 months


6 months ended

June 2023

6 months ended

June 2022

 ended 31

December

 2022

 

£000's

£000's

£000's

Amounts charged to Tangent Marketing Services Limited by Brave Bison








Recharge for HR related salary

16

20

36

Recharge for IT related salary

15

15

33

Recharge for support staff salary

8

4

13

Charge for property related costs

41

55

107

Recharge for IT related costs

5

-

-

Charge for client related work

7

20

43

Recharge of other staff costs

7

-

8


99

114

240





Amounts charged to Brave Bison by Tangent Marketing Services Limited




Recharge for IT related salary

-

-

3

Charge for client related work

67

-

9


67

-

12





Amounts charged to The Printed Group Limited by Brave Bison




Charge for client related work

35

-

-

Recharge for property related costs

26

-

50


61

-

50





 

 

 

 

 

 

(unaudited)

(unaudited)

(audited)


6 months to

6 months to

Year to 31


30 June  2023

30 June  2022

December  2022


£000's

£000's

£000's





Amounts owed to Tangent Marketing Services Limited

-

-

17

Amounts owed by Tangent Marketing Services Limited

18

24

68

Amounts owed by The Printed Group Limited

22

-

20

                          

 

Tangent Marketing Services Limited is a related party by virtue of its directors and shareholders, which include Oliver Green and Theodore Green. The Printed Group Limited is a related party by virtue of its directors and shareholders which include Oliver Green and Theodore Green. Oliver Green and Theodore Green are both directors of and shareholders in Brave Bison.

 

All of the above transactions were conducted at arms length, and in accordance with the Group's related party policy which requires approval by the Independent Directors.

 

There are no related party transactions with any family members of the Directors.

 

 

14      Acquisitions

 

 

On 3 February 2023, the Company acquired the entire issued share capital of Social Chain Limited. This was partially funded by way of an oversubscribed vendor placing to raise £4.75 million.

 

SocialChain is one of the UK's leading social media and influencer marketing agencies. It was founded in 2014 by Dragon's Den entrepreneur Steven Bartlett and works with global brands such as Amazon, TikTok, KFC and Apple Beats to create social media advertising campaigns and perform influencer marketing services. SocialChain has offices in Manchester, New York and London.

 

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

6,432

-

6,432

Tangible Assets

756

-

756

Trade and other receivables

1,349

-

1,349

Cash and cash equivalents

(27)

-

(27)

Current Liabilities

(3,161)

-

(3,161)

Non-current liabilities

(479)

-

(479)

Deferred tax

(115)

-

(115)


4,756

-

4,756

 

The consideration for the acquisition is as follows:

 


£000's



Initial cash consideration

4,767

Completion accounts adjustment

(11)


4,756

 

The condensed consolidated Statement of Comprehensive Income includes £0.8 million of acquisition costs.

 

The fair value of the financial assets includes trade and other receivables with a fair value of £1.5 million and a gross contractual value of £1.5 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £0.0 million.  The goodwill represents the acquired accumulated workforce and the synergies expected from integrating SocialChain 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.

 

Social Chain Limited contributed £3.6 million revenue and added a £0.1 million loss to the Group's loss for the period between the date of acquisition and the reporting date.

 

During the period, the Group carried out a full fair value adjustment exercise in relation to the acquisition of Best Response Media Limited on 28th April 2022. As a result intangible assets have been identified in relation to the Best Response trade name and the customer relationships, and amounts allocated to goodwill at the interim valuation have been reallocated to these intangible assets.


The revised fair value of the assets acquired and liabilities assumed was as follows:

 

 


Interim valuation

Fair value adjustments

Fair value






£000's

£000's

£000's

Goodwill

239

(124)

115

Brands

-

26

26

Customer relationships

-

127

127

Tangible Assets

1

-

1

Trade and other receivables

237

-

237

Cash and cash equivalents

840

-

840

Current Liabilities

(143)

-

(143)

Deferred Tax

-

(29)

(29)


 

-

-


1,174

-

1,174

 

 

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