REG - Brave Bison Grp PLC - Half-year Report
13/09/2023 07:15
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RNS Number : 2906M Brave Bison Group PLC 13 September 2023
The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.
13 September 2023
Brave Bison Group plc
("Brave Bison" or the "Company", together with its subsidiaries "the Group")
Interim Results
Performance in-line with Board expectations despite challenging environment
Brave Bison, the digital advertising and technology services company, today
reports its unaudited interim results for the six months ended 30 June 2023.
Commenting on the results, Oliver Green, Executive Chairman, said:
"We are pleased to report a period of stable profitability despite a difficult
macro-economic backdrop. The core Brave Bison business has performed in-line
with our expectations, and the turnaround of SocialChain is showing
encouraging progress with a number of recent customer wins including national
brands such as Asda, The Army and Holland & Barrett"
Financial Highlights
Unaudited H1 2023 H1 2022 Change
Revenue £16.9m £14.7m +15%
Gross Profit / Net Revenue £10.0m £8.2m +23%
Adj. EBITDA ((1)) £1.9m £1.6m +20%
Adj. Profit Before Tax ((2)) £1.5m £1.3m +14%
Adj. PBT Per Share 0.12p 0.12p +0%
Profit Before Tax (£0.2m) £1.0m (124%)
Cash £4.5m £5.4m (17%)
Net Cash excl. Lease Liabilities £4.3m £4.8m (14%)
Small apparent errors due to rounding
(1) Adj. EBITDA is defined as earnings before interest, taxation, depreciation
and amortisation, and after adding back acquisition costs, restructuring costs
and share-based payments. Under IFRS16 most of the costs associated with the
Company's property leases are classified as depreciation and interest,
therefore Adj. EBITDA is stated before deducting these costs.
(2) Adj. Profit Before Tax is stated after adding back acquisition costs,
restructuring costs, impairments, amortisation of acquired intangibles and
share-based payments, and is after the deduction of costs associated with
property leases.
· Adj. EBITDA of £1.9m (H1 2022: £1.6m) and Adj. Profit Before
Tax of £1.5m (H1 2022: £1.3m), both in-line with expectations
· Double-digit growth in revenue and gross profit / net revenue to
£16.9m (H1 2022: £14.7m) and £10.0m (H1 2022: £8.2m) respectively
· Statutory loss before tax of £0.2m (H1 2022: profit of £1.0m)
after incurring £1.4m (H1 2022: £0.1m) in exceptional costs associated with
the acquisition and integration of SocialChain and simultaneous £4.8m share
placing in February 2023
· Net cash of £4.3m (H1 2022: £4.8m, H2 2022: £6.2m) excluding
lease liabilities, a cash outflow of £1.9m (H1 2022: £0.1m inflow) during
the period due to the acquisition of SocialChain which was funded in-part by
balance sheet cash
· Gross cash of £4.5m (H1 2022: £5.4m, H2 2022: £6.5m). Brave
Bison has now repaid all outstanding loans and deferred consideration, with
the exception of £0.2m worth of Government-backed COVID relief loans with
favourable interest rates and long-dated maturities. As at 30 June 2023, the
Company's revolving credit facilities were undrawn
· Adjusted earnings per share for the period of 0.12p (H1 2022:
0.12p), in-line with Board expectations
Strategic Highlights
· SocialChain was acquired in February 2023 and integrated with
Brave Bison Social & Influencer. The resulting SocialChain by Brave Bison
is one of the UK's leading social media advertising and influencer marketing
agencies. New business wins since completion include Warner Bros., Asda,
Pinterest, Purina, The Army, Holland & Barrett and a national retailer
under NDA
· Brave Bison completed a £4.8m fundraising in February 2023 to
fund the acquisition of SocialChain and provide further capital for future
acquisitions. The fundraising, initially targeting £3.0m, was increased due
to strong demand from institutional and other investors and closed
oversubscribed
· Integration of SocialChain is materially complete with IT,
finance, HR, operations and marketing functions combined with Brave Bison at
the period end. Full systems integration is expected to be materially complete
by the end of 2023
· As a result of the integration and tighter resource control,
headcount at SocialChain has reduced by 28% since completion of the
acquisition. Annualised cost savings of circa £1m have now been realised
· Brave Bison Media Network customers representing approximately
65% of FY22 gross profit / net revenue have renewed key contracts for between
24 and 36 months, including flagship channels US Open, Ryder Cup, Link Up TV
and PressPlay Media
· New business wins at Brave Bison Performance and Brave Bison
Commerce include Markel Group, a global insurance company with revenues in
excess of $10bn, Alliance Automotive Group, a European car parts distributor
with revenues in excess of $3bn
· Brave Bison Commerce awarded Best B2B Project at the MACH Impact
Awards for its world-first composable commerce architecture delivery for MKM
Building Supplies
· Brave Bison total headcount as at 30 June 2023 of 238 (H1 2022:
156). Brave Bison staff now operate from in nine countries, with hubs in
London, Manchester and New York, as well as Bulgaria and Egypt
Outlook
· FY23 performance anticipated to be in-line Board expectations,
including net cash which is expected to exceed £6m at year end
· Trading in H2 is showing a meaningful improvement on H1, driven
by the positive impact from the SocialChain acquisition & integration and
healthy new business activity across Brave Bison
Change of Name of Nominated Adviser
Brave Bison also announces that its Nominated Adviser has changed its name to
Cavendish Securities plc following completion of its own corporate merger.
For further information please contact:
Brave Bison Group plc
Oliver Green,
Chairman
via Cavendish
Theo Green, Chief Growth Officer
Philippa Norridge, Chief Financial Officer
Cavendish Securities
plc
Tel: +44 (0)20 7397 8900
Nominated Adviser & Broker
Ben Jeynes
Dan Hodkinson
About Brave Bison
Brave Bison (AIM: BBSN) is a digital advertising and technology services
company, headquartered in London with a globally distributed workforce in over
nine countries. The Company provides services to global brands and advertisers
through four business units.
Brave Bison Performance is a paid and organic media practice. It plans and
buys digital media on platforms like Google, Meta, TikTok, Amazon and YouTube,
as well as providing search engine optimisation and digital PR services.
Customers include New Balance, Curry's and Asus.
SocialChain by Brave Bison is a social media advertising practice. It creates
content for social media platforms and works with influencers to create and
distribute marketing content. This creative approach ensures that content is
more native to the platform it is on, allowing its customers to drive higher
engagement from audiences of all ages. Customers include KFC, TikTok and
General Mills.
Brave Bison Commerce is a digital commerce practice. It creates, improves and
maintains ecommerce websites and manages the customer experience in a digital
environment. This practice builds ecommerce systems in a composable way -
whereby different functions of a website are provided by different software
from different vendors. Customers include MKM Building Supplies, Muller and
Furniture Village.
Brave Bison Media Network is a portfolio of channels across YouTube, Facebook,
Snapchat, TikTok and Instagram. These channels generate hundreds of millions
of monthly views, and the advertising inventory from each channel is sold
through online advertising exchanges. Popular channels include The Hook, PGA
Tour, US Open and Link Up TV.
Chairman's Statement
The first half of 2023 has been dominated by the acquisition and subsequent
integration of SocialChain, a social media advertising and influencer
marketing agency, and our largest acquisition to date. Brave Bison acquired
SocialChain in February 2023 from a distressed German corporate and the
business has now been merged into our existing social and influencer
operations to form SocialChain by Brave Bison.
SocialChain has an excellent market position and it is widely viewed as one of
the leading social media advertising and influencer marketing agencies in the
UK. This position stems from strong brand recognition amongst social and brand
marketers across all industries. This recognition has three main drivers:
firstly, SocialChain's genesis (the business was founded by Dragon's Den star
Steven Bartlett), secondly, a very active marketing platform underpinned by
Social Minds, an award-winning podcast, and, finally, an excellent roster of
clients including global businesses such as The Army, KFC and General Mills.
The Board believes that SocialChain, which was loss-making at the time of
acquisition, has the potential to become one of Brave Bison's strongest
brands. The business has been comprehensively restructured, including property
disposals, back office and systems integration with Brave Bison and a
reduction in headcount of 28%, which is expected to result in an adjusted
EBITDA SocialChain profit for the current financial year.
Turnarounds always present challenges, but we are encouraged with progress
made to date. The integration of systems, operations and ways of working with
Brave Bison has happened quickly, and resource is now being shared across the
Company. Furthermore, SocialChain by Brave Bison has been on an impressive new
business drive, winning in excess of £2m in annualised revenue, to be
delivered over this and the next financial year, from brands including Holland
& Barrett, The Army, Pinterest and Aer Lingus. SocialChain's work for The
Army will be supported by additional work from our Brave Bison Performance
business unit, demonstrating clients' demand for a connected social and
performance marketing proposition and providing us with a strong case study to
win additional customers in this space.
Despite management focus on SocialChain in the period, the core Brave Bison
business has continued to perform in-line with our expectations overall. Brave
Bison Commerce has signed new engagements with two large enterprise customers,
Alliance Automotive Group, a car parts distributer, and a retailer under NDA.
Fees are expected to exceed £1.3m in aggregate, on programmes of work that
will extend into the next financial year. Some of this new revenue will be
offset by customer losses as budgets tighten, but we are comfortable that the
proposition remains strong and we will continue to win more market share. We
are particularly encouraged to see that Brave Bison Commerce won Best B2B
Project at the MACH Alliance Impact Awards, a prestigious award for technology
companies using composable development architecture.
Similarly, Brave Bison Performance is trading in-line with our expectations.
Despite challenging end markets, our consumer-focused customers such as New
Balance and Curry's have continued to spend. Focus has shifted into
conversion-led products that have repeatable and predictable outcomes for our
customers, and performance marketing has proven to be the most resilient
budget. In Q1 we launched a new Marketplaces proposition that allows our
customers to simultaneously offer their products across a network of
third-party websites (Amazon, eBay, TikTok, Target+, OnBuy, Google Shopping
etc.). This has the potential to add incremental sales within a short period
of time and take up to date has been encouraging. We were pleased to announce
two significant new business wins during the period: Markel, a global
insurance company, and Manual, a men's wellness company. Both customers have
scope to expand both services and markets, and we look forward to
collaborating into 2024.
The Brave Bison Media Network has experienced some volatility, particularly on
Snapchat where revenues are lower year-on-year. Competition between publishers
on the platform has increased substantially and consequently the views across
some of our channels are lower, compounding the effects of an already subdued
advertising market. However, our YouTube network performed well over the
period. Our sports franchise, focussed on tennis and golf, has grown well, and
customers representing approximately 65% of FY22 net revenue have now renewed
their contracts of 24 to 36 months terms.
Financial Review
H1 2023 saw Brave Bison record another period of steady results whilst also
completing a major acquisition and integration. The Company recorded revenues
of £16.9m (H1 2022: £14.7m), gross profit / net revenue of £10.0m (H1 2022:
£8.2m) and Adj. PBT of £1.5m (H1 2022: £1.3m), an increase of 16%.
Adjusted EBITDA Margin (Adj. EBITDA as a proportion of gross profit / net
revenue) was 18.9% compared to 19.2% in H1 2022. This reduction is a
consequence of the acquisition of SocialChain which was loss making at the
point of acquisition, and should improve in future periods as a result of the
cost savings and efficiencies already realised.
Net cash at the period end was £4.3m (H1 2022: £4.8m, H2 2022: £6.2m). Cash
outflows during the period were primarily related to the initial cash outflows
on the acquisition of SocialChain and the associated working capital
requirements for the business over the following few months. We anticipate
being significantly cash generative in H2 2023 now that the restructuring and
integration costs have been incurred, with 2023 year-end cash expected to
exceed £6m.
Acquisition costs of £0.8m (H1 2022: £0.0m) and restructuring costs of
£0.6m (H1 2022: £0.1m) were recorded during the period. Acquisition costs
relate to professional fees associated with the acquisition of SocialChain and
the simultaneous fundraising. Due to investor demand, the size of the
fundraising was increased from an initial £3.0m to £4.8m, resulting in
higher fees than originally anticipated. Restructuring costs relate
primarily to notice periods of duplicated employees, severance payments, legal
costs, property costs and duplicated IT costs associated with the integration
of SocialChain into Brave Bison.
As detailed in the 2022 annual report, there are ongoing costs recognised
which are related to the amortisation of acquired intangible assets and the
impairment of brand names. During the period the purchase price allocation
exercise relating to the Best Response Media Ltd (BRM) acquisition was
completed, and the amount allocated to the BRM brand name (£26k) was impaired
following the successful integration of this into the Brave Bison Commerce.
Share based payments relate to the value of share awards that have been
granted to employees of the Brave Bison. £0.2m (H1 2022: £0.2m) of this
amount relates to the directors' LTIP, which can only be redeemed in
accordance with the terms outlined in the Directors' Remuneration section of
the 2022 Annual Report. The earliest possible redemption date is December
2024, and redemption is contingent on, inter alia, the Brave Bison share price
exceeding 3.0 pence.
An analysis of the Adjusted Profit Before Tax is shown below:
£'000 H1 FY23 H1 FY22
Adj. Profit Before Tax 1,522 1,331
Adjusting Items:
Acquisition Costs 810 40
Restructuring Costs 626 62
Amortisation of Acquired Intangibles 114 17
Impairment of Brand Name 26 0
Share Based Payments 190 187
Profit Before Tax (244) 1,025
On behalf of the Board
Oliver Green
Chairman
13 September 2023
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
For the six months ended 30 June 2023
(unaudited) (unaudited) (audited)
6 months to 6 months to Year to 31
Note 30 June 30 June December
2023 2022 2022
£000's £000's £000's
Revenue 3 16,902 14,742 31,652
Cost of sales (6,877) (6,559) (14,704)
Gross profit 10,025 8,183 16,948
Administration expenses (10,234) (7,108) (15,486)
Operating (loss)/profit (209) 1,075 1,462
Finance income 70 1 80
Finance costs (105) (51) (86)
(Loss)/profit before tax (244) 1,025 1,456
Analysed as
Adjusted EBITDA 1,893 1,571 3,020
Finance costs (105) (51) (86)
Finance income 70 1 80
Depreciation (336) (190) (382)
Adjusted profit before tax 1,522 1,331 2,632
Restructuring costs (626) (62) (62)
Acquisition costs (810) (40) (56)
Impairment charge (26) - (456)
Amortisation of acquired intangibles (114) (17) (215)
Equity settled share based payments (190) (187) (387)
(Loss)/profit before tax (244) 1,025 1,456
Income tax credit/(charge) 17 (3) 624
(Loss)/profit attributable to equity holders of the parent (227) 1,022 2,080
Statement of Comprehensive Income
(Loss)/profit for the period/year (227) 1,022 2,080
Items that may be reclassified subsequently to profit or loss
Exchange (loss)/gain on translation of foreign subsidiaries (10) 12 25
Total comprehensive (loss)/profit for the period/year attributable to owners 2,105
of the parent
(237) 1,034
Profit per share (basic and diluted)
Basic (loss)/profit per ordinary share (pence) 5 (0.02p) 0.09p 0.19p
Diluted (loss)/profit per ordinary share (pence) 5 (0.02p) 0.09p 0.18p
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
(unaudited) (unaudited) (audited)
Note At At At 31
30 June 30 June December 2022
2023 2022
£000's £000's £000's
Non-current assets
Intangible assets 6 12,592 6,489 6,270
Property, plant and equipment 7 815 519 372
Deferred tax asset 48 135 48
13,455 7,143 6,690
Current assets
Trade and other receivables 7,032 6,495 7,426
Cash and cash equivalents 4,453 5,370 6,485
11,485 11,865 13,911
Current liabilities
Trade and other payables (8,468) (9,056) (9,310)
Bank Loans <1 year 12 (14) (108) (109)
Lease Liabilities 9 (270) (657) (393)
(8,752) (9,821) (9,812)
Non-current liabilities
Lease Liabilities 9 (31) (57) -
Deferred tax liability (411) - (283)
Bank loan >1 year 12 (144) (254) (199)
Provisions for liabilities (877) (125) (285)
(1,463) (436) (767)
Net assets 14,725 8,751 10,022
Equity
Share capital 8 1,287 1,081 1,081
Share premium 89,095 84,551 84,551
Capital redemption reserve 6,660 6,660 6,660
Merger reserve (24,060) (24,060) (24,060)
Merger relief reserve 62,624 62,624 62,624
Retained deficit (121,038) (122,259) (121,001)
Translation reserve 157 154 167
Total equity 14,725 8,751 10,022
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2023
(unaudited) (unaudited) (audited)
6 months to 6 months to Year to 31
30 June 2023 30 June 2022 December 2022
£000's £000's £000's
Operating activities
(Loss)/profit before tax (244) 1,025 1,456
Adjustments:
Depreciation, amortisation and impairment 476 41 1,053
Finance income (70) (1) (80)
Finance costs 105 51 86
Share based payment charges 190 187 387
Decrease/(increase) in trade and other receivables 1,478 244 (553)
(Decrease)/increase in trade and other payables (3,104) (794) (721)
Tax received 265 - 84
Cash (outflow)/inflow from operating activities (904) 753 1,712
Investing activities
Acquisition of subsidiaries (4,756) (1,063) (1,174)
Net cash acquired on acquisition (27) 190 840
Purchase of property, plant and equipment (23) (30) (81)
Interest received 70 1 80
Cash outflow from investing activities (4,736) (902) (335)
Cash flows from financing activities
Issue of share capital 4,750 - -
Interest paid (105) (8) (86)
Repayment of borrowings (628) (56) (108)
Repayment of lease liability (399) (308) (629)
Cash inflow/(outflow) from financing activities 3,618 (372) (823)
Net change in cash and cash equivalents (2,022) (520) 554
Movement in net cash
Cash and cash equivalents, beginning of period 6,485 5,906 5,906
(Decrease)/increase in cash and cash equivalents (2,022) (520) 554
Movement in foreign exchange (10) (16) 25
Cash and cash equivalents, end of period 4,453 5,370 6,485
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2023
Share Capital redemption Retained Total
Share premium reserve Merger reserve Merger relief reserve Translation deficit equity
capital reserve
£000's £000's £000's £000's £000's £000's £000's £000's
At 1 January 2022 (audited) 1,081 84,551 6,660 (24,060) 62,624 142 (123,468) 7,530
Shares issued during the period - - - - - - - -
Equity settled share based payments - - - - - - 187 187
Transactions with owners - - - - - - 187 187
Other Comprehensive Income
Profit and total comprehensive income for the period - - - - - 12 1,022 1,034
At 30 June 2022 (unaudited) 1,081 84,551 6,660 (24,060) 62,624 154 (122,259) 8,751
At 1 January 2022 (audited) 1,081 84,551 6,660 (24,060) 62,624 142 (123,468) 7,530
Shares issued during the year - - - - - - - -
Equity settled share based payments - - - - - - 387 387
Transactions with owners - - - - - - 387 387
Other Comprehensive Income
Profit and total comprehensive income for the period - - - - - 25 2,080 2,105
At 31 December 2022 (audited) 1,081 84,551 6,660 (24,060) 62,624 167 (121,001) 10,022
At 1 January 2023 (audited) 1,081 84,551 6,660 (24,060) 62,624 167 (121,001) 10,022
Shares issued during the period 206 4,544 - - - - - 4,750
Equity settled share based payments - - - - - - 190 190
Transactions with owners 206 4,544 - - - - 190 4,940
Other Comprehensive Income
Loss and total comprehensive income for the period - - - - - (10) (227) (237)
At 30 June 2023 (unaudited) 1,287 89,095 6,660 (24,060) 62,624 157 (121,038) 14,725
BRAVE BISON GROUP PLC
NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS
For the six months ended 30 June 2023
1 General information
The information for the year ended 31 December 2022 does not constitute
statutory accounts as defined in section 435 of the Companies Act 2006. A
copy of the statutory accounts has been delivered to the Registrar of
Companies. The auditors reported on those accounts: their report was
unqualified, did not draw attention to any matters by way of emphasis and did
not contain a statement under section 498 (2) or (3) of the Companies Act
2006. The interim financial statements have not been audited or reviewed by
the Group's auditor.
2 Accounting policies
Basis of preparation
The annual financial statements of Brave Bison Group plc are prepared in
accordance with IFRS as adopted by the European Union. The condensed set of
financial statements included in this half yearly report has been prepared in
accordance with International Accounting Standard 34 "Interim Financial
Reporting", as adopted by the European Union.
The interim statement has been prepared on a going concern basis, which
assumes that the Group will be able to meet its liabilities for the
foreseeable future. The Group is dependent for its working capital
requirements on cash generated from operations, cash holdings and from equity
markets. The cash holdings of the Group at 30 June 2023 were £4.5 million.
The Directors have prepared detailed cash flow projections ("the Projections")
which are based on their current expectations of trading prospects. The board
forecasts that the Group will achieve positive cash inflows in the second half
of 2023 and 2024. Accordingly, the Directors have concluded that it is
appropriate to continue to adopt the going concern basis in preparing these
financial statements. The Directors are confident that the Group's forecasts
are achievable, and are committed to taking any actions available to them to
ensure that any shortfall in forecast revenues is mitigated by cost savings.
The Directors also continue to maintain rolling forecasts which are regularly
updated.
Significant accounting policies
The accounting policies applied by the Group in this condensed set of
consolidated financial statements are the same as those applied by the Group
in its consolidated financial statements as at and for the year ended 31
December 2022.
Other pronouncements
Other accounting pronouncements which have become effective from 1 January
2023 and therefore have been adopted do not have a significant impact on the
Group's financial results or position.
3 Segment reporting
The Group has identified three geographic areas (United Kingdom & Europe,
Asia Pacific and Rest of the world) and the information is presented based on
the customers' location.
Geographic reporting
The information is presented based on the customers' location.
(audited)
(unaudited) (unaudited) 12 months
6 months ended 6 months ended ended 31
June 2023 June 2022 December
2022
£000's £000's £000's
United Kingdom & Europe 14,844 12,857 28,493
Asia Pacific 212 122 311
Rest of the World 1,846 1,763 2,848
Total Revenue 16,902 14,742 31,652
The Group identifies two revenue streams, advertising and fee based services,
which correspond to the Media Network and Digital Advertising and Technology
Services pillars respectively. The analysis of revenue by each stream is
detailed below.
(audited)
(unaudited) (unaudited) 12 months
6 months ended 6 months ended ended 31
June 2023 June 2022 December
2022
Revenue £000's £000's £000's
Advertising 5,015 5,919 11,905
Fee based services 11,887 8,823 19,747
Total revenue 16,902 14,742 31,652
(audited)
(unaudited) (unaudited) 12 months
6 months ended 6 months ended ended 31
June 2023 June 2022 December
2022
Gross profit £000's £000's £000's
Advertising 1,313 1,436 2,945
Fee based services 8,712 6,747 14,003
Total gross profit 10,025 8,183 16,948
Timing of revenue recognition
The following table includes revenue from contracts disaggregated by the
timing of recognition.
(audited)
(unaudited) (unaudited) 12 months
6 months ended 6 months ended ended 31
June 2023 June 2022 December
2022
£000's £000's £000's
Products and services transferred at a point in time 5,025 5,959 11,968
Products and services transferred over time 11,877 8,883 19,684
Total revenue 16,902 14,742 31,652
4 Restructuring
(audited)
(unaudited) (unaudited) 12 months
6 months ended 6 months ended ended 31
June 2023 June 2022 December
2022
£000's £000's £000's
Restructuring costs 626 62 62
Restructuring costs in 2022 relate to corporate reorganisation activities as a
result of the acquisition of Greenlight and costs associated with setup up a
Bulgarian subsidiary and transferring employees into this entity.
Restructuring costs in 2023 relate to corporate reorganisation activities as a
result of the acquisition of SocialChain.
5 Earnings per share
Both the basic and diluted earnings per share have been calculated using the
profit after tax attributable to shareholders of Brave Bison Group plc as the
numerator, i.e. no adjustments to profits were necessary in 2022 or 2023. The
calculation of the basic earnings per share is based on the profit
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during the year.
(audited)
(unaudited) (unaudited) 12 months
6 months ended 6 months ended ended 31
June 2023 June 2022 December
2022
Weighted average number of ordinary shares 1,249,684,604 1,080,816,000 1,080,816,000
Dilution due to share options 73,926,266 62,376,266 62,176,266
Total weighted average number of ordinary shares 1,323,610,870 1,143,192,266 1,142,992,266
Basic (loss)/profit per ordinary share (pence) (0.02p) 0.09p 0.19p
Diluted (loss)/profit per ordinary share (pence) (0.02p) 0.09p 0.18p
Adjusted basic profit per ordinary share (pence) 0.12p 0.12p 0.24p
Adjusted diluted profit per ordinary share (pence) 0.11p 0.12p 0.23p
(audited)
(unaudited) (unaudited) 12 months
6 months ended 6 months ended ended 31
June 2023 June 2022 December
2022
£000's £000's £000's
(Loss)/profit for the year attributable to ordinary shareholders (227) 1,022 2,080
Equity settled share based payments 190 187 387
Restructuring costs 626 62 62
Acquisition costs 810 40 56
Impairment charge 26 - 456
Amortisation of acquired intangibles 114 17 215
Tax (credit)/charge (17) 3 (624)
Adjusted operating profit for the period attributable to the equity 1,522 1,331 2,632
shareholders
6 Intangible Assets
Goodwill Online Channel Content Technology Customer Relation-ships Total
Brands
£000's £000's £000's £000's £000's £000's
Cost
At 30 June 2022 41,469 2,034 5,213 273 19,332 68,321
Reallocation of Goodwill (1,379) - - 456 1,360 437
At 31 December 2022 40,090 2,034 5,213 729 20,692 68,758
Additions 6,433 - - - - 6,433
Reallocation of Goodwill (124) - - 26 127 29
At 30 June 2023 46,399 2,034 5,213 755 20,819 75,220
Amortisation and impairment
At 30 June 2022 35,075 1,941 5,213 273 19,332 61,834
Charge for the period - 17 - - 181 198
Impairment charge - - - 456 - 456
At 31 December 2022 35,075 1,958 5,213 729 19,513 62,488
Charge for the period - 17 - - 97 114
Impairment charge - - - 26 - 26
At 30 June 2023 35,075 1,975 5,213 755 19,610 62,628
Net Book Value
At 30 June 2022 6,394 93 - - - 6,487
At 31 December 2022 5,015 76 - - 1,179 6,270
At 30 June 2023 11,324 59 - - 1,209 12,592
7 Property, plant and equipment
Right of Use asset Leasehold Improvement Computer Equipment Fixtures & Total
Fittings
£000's £000's £000's £000's £000's
Cost
At 30 June 2022 1,754 11 106 - 1,871
Additions - - 16 27 43
Acquisition of subsidiary - - 1 - 1
At 31 December 2022 1,754 11 123 27 1,915
Additions - - 23 - 23
Disposals (1,035) - (6) - (1,041)
Acquisition of subsidiary 313 268 175 - 756
At 30 June 2023 1,032 279 315 27 1,653
Depreciation and impairment
At 30 June 2022 1,311 5 36 - 1,352
Charge for the period 167 3 19 2 191
Impairment charge - - - - -
At 31 December 2022 1,478 8 55 2 1,543
Charge for the period 254 25 53 4 336
Disposals (1,035) - (6) - (1,041)
At 30 June 2023 697 33 102 6 838
Net Book Value
At 30 June 2022 443 6 70 - 519
At 31 December 2022 276 3 68 25 372
At 30 June 2023 335 246 213 21 815
Included in the net carrying amount of property, plant and equipment are
right-of-use assets as follows:
(audited)
(unaudited) (unaudited) 12 months
6 months ended 6 months ended ended 31
June 2023 June 2022 December
2022
£000's £000's £000's
Right-of-use-asset 335 443 276
Total right-of-use asset 335 443 276
8 Share capital
At 30 June 2023
Ordinary share capital
Number £000's
Ordinary shares of £0.001 1,287,337,739 1,287
Total ordinary share capital of the Company 1,287
Rights attributable to ordinary shares
The holders of ordinary shares are entitled to receive notice of and attend
and vote at any general meeting of the Company.
9 Leases
Lease liabilities are presented in the statement of financial position as
follows:
(unaudited) (unaudited) (audited)
At At At 31
30 June 30 June December 2022
2023 2022
£000's £000's £000's
Current 270 657 393
Non-current 31 57 -
301 714 393
The Group acquired four office leases with the acquisition of SocialChain
which expire in June 2024. With the exception of short-term leases and leases
of low-value underlying assets, each lease is reflected on the balance sheet
as a right-of-use asset and a corresponding lease liability.
The table below describes the nature of the Group's leasing activities by type
of right-of-use asset recognised on the statement of financial position:
No. of right-of-use assets leased Range of remaining term Average remaining lease term No. of leases with extension options No. of leases with termination options
Office building 6 0.5 - 1 year 0.75 years - -
The lease liabilities are secured by the related underlying assets. Future
minimum lease payments at 30 June 2023 were as follows:
Within one year One to two years Total
£000's £000's £000's
Lease payments 301 - 301
Finance charges (11) - (11)
Net present values 290 - 290
The Group does not have any liabilities for short term leases.
At 30 June 2023 the Group had not committed to any leases which had not yet
commenced excluding those recognised as a lease liability.
10 Financial Instruments
(unaudited) (unaudited) (audited)
Categories of financial instruments As at 30 As at 30 As at 31
June June December
2023 2022 2022
£000's £000's £000's
Financial assets at amortised cost
Trade and other receivables 6,291 6,154 6,167
Cash and bank balances 4,453 5,370 6,485
10,744 11,524 12,652
Financial liabilities at amortised cost
Trade and other payables 7,184 7,862 8,067
Lease liabilities 301 714 393
7,485 8,576 8,460
Brave Bison categorises all financial assets and liabilities as level 1 for
fair value purposes which means they are valued using quoted prices
(unadjusted) in active markets for identical assets or liabilities.
11 Contingent liabilities
There were no contingent liabilities at 30 June 2023 (30 June 2022 and 31
December 2022: None).
12 Bank Loans
(audited)
(unaudited) (unaudited) 12 months
6 months ended 6 months ended ended 31
June 2023 June 2022 December
2022
£000's £000's £000's
Loan <1 year 14 108 109
Loan >1 year 144 254 199
158 362 308
The Group has a Bounce Back Loan Agreement which is due to be fully repaid in
2026. The repayment amount and timing of each instalment is based on a fixed
interest rate of 2.5% payable on the outstanding principal amount of the loan
and applicable until the final repayment date. This loan is unsecured. The
Group had a Coronavirus Business Interruption Loan ("CBIL") which was acquired
as part of the Greenlight acquisition which was due to be fully repaid in
2026. The repayment amount and timing of each instalment was based on a
fixed interest rate of 4.35% per annum payable on the outstanding principal
amount of the loan and applicable until the final repayment date. During the
period, the Group repaid the CBIL in full. The Group continues to have a £3m
revolving credit facility (RCF) with Barclays Bank plc. The RCF is a 3 year
facility with an interest margin of 2.75% over Base Rate. The RCF was
partially drawn (£1.5 million) at the time of the SocialChain acquisition but
was repaid in full before the end of the period. The Group also has a U.S.
Small Business Administration loan which was acquired as part of the
SocialChain acquisition which is due to be fully repaid in 2050. The repayment
amount and timing of each instalment was based on a fixed interest rate of
3.75% per annum payable on the outstanding principal amount of the loan and
applicable until the final repayment date.
13 Transactions with Directors and other related parties
Transactions with associates during the year were:
(audited)
(unaudited) (unaudited) 12 months
6 months ended 6 months ended ended 31
June 2023 June 2022 December
2022
£000's £000's £000's
Amounts charged to Tangent Marketing Services Limited by Brave Bison
Recharge for HR related salary 16 20 36
Recharge for IT related salary 15 15 33
Recharge for support staff salary 8 4 13
Charge for property related costs 41 55 107
Recharge for IT related costs 5 - -
Charge for client related work 7 20 43
Recharge of other staff costs 7 - 8
99 114 240
Amounts charged to Brave Bison by Tangent Marketing Services Limited
Recharge for IT related salary - - 3
Charge for client related work 67 - 9
67 - 12
Amounts charged to The Printed Group Limited by Brave Bison
Charge for client related work 35 - -
Recharge for property related costs 26 - 50
61 - 50
(unaudited) (unaudited) (audited)
6 months to 6 months to Year to 31
30 June 2023 30 June 2022 December 2022
£000's £000's £000's
Amounts owed to Tangent Marketing Services Limited - - 17
Amounts owed by Tangent Marketing Services Limited 18 24 68
Amounts owed by The Printed Group Limited 22 - 20
Tangent Marketing Services Limited is a related party by virtue of its
directors and shareholders, which include Oliver Green and Theodore Green. The
Printed Group Limited is a related party by virtue of its directors and
shareholders which include Oliver Green and Theodore Green. Oliver Green and
Theodore Green are both directors of and shareholders in Brave Bison.
All of the above transactions were conducted at arms length, and in accordance
with the Group's related party policy which requires approval by the
Independent Directors.
There are no related party transactions with any family members of the
Directors.
14 Acquisitions
On 3 February 2023, the Company acquired the entire issued share capital of
Social Chain Limited. This was partially funded by way of an oversubscribed
vendor placing to raise £4.75 million.
SocialChain is one of the UK's leading social media and influencer marketing
agencies. It was founded in 2014 by Dragon's Den entrepreneur Steven Bartlett
and works with global brands such as Amazon, TikTok, KFC and Apple Beats to
create social media advertising campaigns and perform influencer marketing
services. SocialChain has offices in Manchester, New York and London.
The provisional fair value of the assets acquired and liabilities assumed were
as follows:
Book value Fair value adjustments Fair value
£000's £000's £000's
Goodwill 6,432 - 6,432
Tangible Assets 756 - 756
Trade and other receivables 1,349 - 1,349
Cash and cash equivalents (27) - (27)
Current Liabilities (3,161) - (3,161)
Non-current liabilities (479) - (479)
Deferred tax (115) - (115)
4,756 - 4,756
The consideration for the acquisition is as follows:
£000's
Initial cash consideration 4,767
Completion accounts adjustment (11)
4,756
The condensed consolidated Statement of Comprehensive Income includes £0.8
million of acquisition costs.
The fair value of the financial assets includes trade and other receivables
with a fair value of £1.5 million and a gross contractual value of £1.5
million. The best estimate at acquisition date of the contractual cash flows
not to be collected is £0.0 million. The goodwill represents the acquired
accumulated workforce and the synergies expected from integrating SocialChain
into the Group's existing business. The Group has carried out an interim
fair value adjustment exercise and will be completing a full exercise within
the one year measurement period from the date of the acquisition in accordance
with IFRS3, and alongside the completion of the integration. At the interim
valuation stage the Group has not been able to reliably estimate the fair
value of acquired intangibles and therefore the excess of consideration over
fair value of other identifiable assets and liabilities has been allocated to
goodwill. Once the full valuation exercise has been completed additional
intangible assets may be recognised separately from goodwill.
Social Chain Limited contributed £3.6 million revenue and added a £0.1
million loss to the Group's loss for the period between the date of
acquisition and the reporting date.
During the period, the Group carried out a full fair value adjustment exercise
in relation to the acquisition of Best Response Media Limited on 28(th) April
2022. As a result intangible assets have been identified in relation to the
Best Response trade name and the customer relationships, and amounts allocated
to goodwill at the interim valuation have been reallocated to these intangible
assets.
The revised fair value of the assets acquired and liabilities assumed was as
follows:
Interim valuation Fair value adjustments Fair value
£000's £000's £000's
Goodwill 239 (124) 115
Brands - 26 26
Customer relationships - 127 127
Tangible Assets 1 - 1
Trade and other receivables 237 - 237
Cash and cash equivalents 840 - 840
Current Liabilities (143) - (143)
Deferred Tax - (29) (29)
- -
1,174 - 1,174
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