TIDMBBSN

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                               GBP14.7m   GBP7.3m        +102% 
 Gross Profit                           GBP8.2m   GBP1.9m        +321% 
 Adj. EBITDA (1)                        GBP1.6m   GBP0.5m        +189% 
------------------------------------  ---------  --------  ----------- 
 Adj. Operating Profit (2)              GBP1.3m   GBP0.4m        +221% 
------------------------------------  ---------  --------  ----------- 
 Operating Margin(3)                      16.1%     21.1%     (500bps) 
------------------------------------  ---------  --------  ----------- 
 Profit Before Tax                      GBP1.0m   GBP0.2m        +496% 
------------------------------------  ---------  --------  ----------- 
 Basic Profit per Ordinary Share(4)       0.09p     0.03p        +200% 
 Gross Cash                             GBP5.4m   GBP3.0m         +80% 
 Net Cash excl. Lease Liabilities       GBP4.8m   GBP2.9m         +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 GBP1.0m (H1 2021: GBP0.2m)

-- 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 GBP8.8m (H1 2021: GBP0.9m)

-- Increase in Net Cash year-on-year to GBP4.8m (H1 2021: GBP2.1m, H2 2021: GBP4.7m) 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            Complete 
                                brand to integrate 
                                customer offering 
                              ----------------------------  ---------------------------- 
 Grow the Digital Media        Increase our reach            Underway 
  Network                       and audience on YouTube 
                                and Snap 
                              ----------------------------  ---------------------------- 
 Implement a Distributed       Increase the number           27% now working on 
  Operating Model               of staff working remotely     a remote basis, across 
                                                              11 countries, with 
                                                              the balance working 
                                                              on a hybrid basis 
                              ----------------------------  ---------------------------- 
 Make Bolt-on Acquisitions     Acquire new capabilities      Best Response Media 
                                and customers                 acquired in April 
                                                              2022 
                              ----------------------------  ---------------------------- 
 Undertake a Fixed-cost        Right-size fixed overheads,   Underway. London HQ 
  Reduction Program             particularly property         currently has three 
                                and IT                        sub-tenants 
                              ----------------------------  ---------------------------- 
 Develop Board & Shareholder   Strengthen IR and             Gordon Brough, ex-Aberdeen 
  Communications                governance strategy           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 GBP14.7m (H1 2021: GBP7.3m) and Adj. Operating Profit of GBP1.3m (H1 2021: GBP0.4m), an increase of 102% and 221%, respectively. Gross Profit increased to GBP8.2m (H1 2021: GBP1.9m) and the Company reported a Profit Before Tax of GBP1.0m (H1 2021: GBP0.2m), 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 GBP8.8m (H1 2021: GBP0.9m), which operates at lower margins than the media network revenue.

Net cash increased to GBP4.8m (H1 2021: GBP2.9m) and remained broadly unchanged since the end of 2021 (H2 2021: GBP4.7m). The majority of the cash generated in the period was used to fund acquisition considerations, totaling GBP1.1m 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 GBP0.2m 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        6 months           Year to 
                                                             to              to                31 
                                                        30 June         30 June          December 
                                              Note         2022            2021              2021 
                                                       GBP000's        GBP000's          GBP000'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) 
                                               At           At      At 31 
                                          30 June      30 June   December 
                                Note         2022         2021       2021 
                                         GBP000's     GBP000's   GBP000'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        6 months    Year to 
                                                        to              to         31 
                                                   30 June         30 June   December 
                                                      2022            2021       2021 
                                                  GBP000's        GBP000's   GBP000'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

 
 
                                               Capital                      Merger 
                      Share     Share       redemption                      relief    Translation   Retained     Total 
                    capital   premium          reserve   Merger reserve    reserve        reserve    deficit    equity 
                   GBP000's  GBP000's         GBP000's         GBP000's   GBP000's       GBP000's   GBP000's  GBP000'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 GBP5.4 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     6 months    ended 31 
                                 ended        ended    December 
                             June 2022    June 2021        2021 
                              GBP000's     GBP000's    GBP000'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     6 months    ended 31 
                                    ended        ended    December 
                                June 2022    June 2021        2021 
Revenue                          GBP000's     GBP000's    GBP000'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     6 months    ended 31 
                                    ended        ended    December 
                                June 2022    June 2021        2021 
Gross profit                     GBP000's     GBP000's    GBP000'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     6 months    ended 31 
                                           ended        ended    December 
                                       June 2022    June 2021        2021 
                                        GBP000's     GBP000's    GBP000'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     6 months    ended 31 
                             ended        ended    December 
                         June 2022    June 2021        2021 
                          GBP000's     GBP000's    GBP000'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     6 months     ended 31 
                                                  ended        ended     December 
                                              June 2022    June 2021         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     6 months     ended 31 
                                                  ended        ended     December 
                                              June 2022    June 2021         2021 
                                               GBP000's     GBP000's     GBP000'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 
 
 
                                  Online Channel                               Customer 
                        Goodwill         Content  Technology    Brands   Relation-ships     Total 
                        GBP000's        GBP000's    GBP000's  GBP000's         GBP000's  GBP000'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 
 
                                           Leasehold               Fixtures 
                              Right of   Improvement    Computer          & 
                             Use asset                 Equipment   Fittings     Total 
                              GBP000's      GBP000's    GBP000's   GBP000's  GBP000'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     6 months    ended 31 
                                 ended        ended    December 
                             June 2022    June 2021        2021 
                              GBP000's     GBP000's    GBP000'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  GBP000's 
 
Ordinary shares of GBP0.001            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           At      At 31 
                   30 June      30 June   December 
                      2022         2021       2021 
                  GBP000's     GBP000's   GBP000'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  Range of remaining  Average remaining    No. of leases      No. of leases 
                        assets leased                term         lease term   with extension   with termination 
                                                                                      options            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  One to two     Total 
                            year       years 
                        GBP000's    GBP000's  GBP000'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 GBPnil (2021: GBP72,030). 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     As at 30   As at 31 
                                              June         June   December 
                                              2022         2021       2021 
                                          GBP000's     GBP000's   GBP000'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     6 months    ended 31 
                      ended        ended    December 
                  June 2022    June 2021        2021 
                   GBP000's     GBP000's    GBP000'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 GBP500,000 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     6 months    ended 31 
                                            ended        ended    December 
                                        June 2022    June 2021        2021 
                                         GBP000's     GBP000's    GBP000'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     6 months 
                                               to           to  Year to 31 
                                                       30 June    December 
                                     30 June 2022         2021        2021 
                                         GBP000's     GBP000's    GBP000'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:

 
                                            Fair value 
                              Book value   adjustments  Fair value 
 
 
                                GBP000's      GBP000's    GBP000'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:

 
                                 GBP000'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 GBP0.5 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 GBP0.04 million of acquisition costs.

The fair value of the financial assets includes trade and other receivables with a fair value of GBP0.2 million and a gross contractual value of GBP0.3 million. The best estimate at acquisition date of the contractual cash flows not to be collected is GBP0.1 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 GBP0.1 million revenue and GBP0.0 million to the Group's profit for the period between the date of acquisition and the reporting date.

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END

IR DFLFLLKLXBBK

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September 22, 2022 02:01 ET (06:01 GMT)

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