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BRAVE BISON GROUP PLC
Earnings Release • Sep 22, 2022
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Earnings Release
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National Storage Mechanism | Additional information 
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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