TIDMBBSN
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 GBP16.9m GBP14.7m +15%
Gross Profit / Net Revenue GBP10.0m GBP8.2m +23%
Adj. EBITDA (1) GBP1.9m GBP1.6m +20%
---------------------------------- ---------- --------- -------
Adj. Profit Before Tax (2) GBP1.5m GBP1.3m +14%
---------------------------------- ---------- --------- -------
Adj. PBT Per Share 0.12p 0.12p +0%
Profit Before Tax (GBP0.2m) GBP1.0m (124%)
Cash GBP4.5m GBP5.4m (17%)
Net Cash excl. Lease Liabilities GBP4.3m GBP4.8m (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 GBP1.9m (H1 2022: GBP1.6m) and Adj. Profit
Before Tax of GBP1.5m (H1 2022: GBP1.3m), both in-line with
expectations
-- Double-digit growth in revenue and gross profit / net revenue
to GBP16.9m (H1 2022: GBP14.7m) and GBP10.0m (H1 2022: GBP8.2m)
respectively
-- Statutory loss before tax of GBP0.2m (H1 2022: profit of
GBP1.0m) after incurring GBP1.4m (H1 2022: GBP0.1m) in exceptional
costs associated with the acquisition and integration of
SocialChain and simultaneous GBP4.8m share placing in February
2023
-- Net cash of GBP4.3m (H1 2022: GBP4.8m, H2 2022: GBP6.2m)
excluding lease liabilities, a cash outflow of GBP1.9m (H1 2022:
GBP0.1m inflow) during the period due to the acquisition of
SocialChain which was funded in-part by balance sheet cash
-- Gross cash of GBP4.5m (H1 2022: GBP5.4m, H2 2022: GBP6.5m).
Brave Bison has now repaid all outstanding loans and deferred
consideration, with the exception of GBP0.2m 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 GBP4.8m fundraising in February 2023
to fund the acquisition of SocialChain and provide further capital
for future acquisitions. The fundraising, initially targeting
GBP3.0m, 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 GBP1m 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 GBP6m
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 GBP2m 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 GBP1.3m 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 GBP16.9m (H1 2022: GBP14.7m), gross
profit / net revenue of GBP10.0m (H1 2022: GBP8.2m) and Adj. PBT of
GBP1.5m (H1 2022: GBP1.3m), 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 GBP4.3m (H1 2022: GBP4.8m, H2
2022: GBP6.2m). 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 GBP6m.
Acquisition costs of GBP0.8m (H1 2022: GBP0.0m) and
restructuring costs of GBP0.6m (H1 2022: GBP0.1m) 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 GBP3.0m to GBP4.8m, 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 (GBP26k) 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. GBP0.2m (H1
2022: GBP0.2m) 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:
GBP'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 6 months Year to
to to 31
30 June 30 June December
Note 2023 2022 2022
GBP000's GBP000's GBP000's
Revenue 3 16,902 14,742 31,652
Cost of sales (6,877) (6,559) (14,704)
----------------- ------------- ---------
Gross profit 10,025 8,183 16,948
Administration expenses (10,234) (7,108) (15,486)
----------------- ------------- ---------
Operating (loss)/profit (209) 1,075 1,462
Finance income 70 1 80
Finance costs (105) (51) (86)
----------------- ------------- ---------
(Loss)/profit before tax (244) 1,025 1,456
Analysed as
Adjusted EBITDA 1,893 1,571 3,020
Finance costs (105) (51) (86)
Finance income 70 1 80
Depreciation (336) (190) (382)
----------------- ------------- ---------
Adjusted profit before tax 1,522 1,331 2,632
Restructuring costs (626) (62) (62)
Acquisition costs (810) (40) (56)
Impairment charge (26) - (456)
Amortisation of acquired intangibles (114) (17) (215)
Equity settled share based payments (190) (187) (387)
----------------- ------------- ---------
(Loss)/profit before tax (244) 1,025 1,456
-------------------------------------------- ---- ----------------- ------------- ---------
Income tax credit/(charge) 17 (3) 624
----------------- ------------- ---------
(Loss)/profit attributable to equity
holders of the parent (227) 1,022 2,080
================= ============= =========
Statement of Comprehensive Income
(Loss)/profit for the period/year (227) 1,022 2,080
Items that may be reclassified subsequently
to profit or loss
Exchange (loss)/gain on translation
of foreign subsidiaries (10) 12 25
----------------- ------------- ---------
Total comprehensive (loss)/profit
for the period/year attributable
to owners of the parent (237) 1,034 2,105
================= ============= =========
Profit per share (basic and diluted)
Basic (loss)/profit per ordinary
share (pence) 5 (0.02p) 0.09p 0.19p
Diluted (loss)/profit per ordinary
share (pence) 5 (0.02p) 0.09p 0.18p
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
(unaudited) (unaudited) (audited)
At At At 31
30 June 30 June December
Note 2023 2022 2022
GBP000's GBP000's GBP000'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 6 months Year to
to to 31
30 June 30 June December
2023 2022 2022
GBP000's GBP000's GBP000'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
Capital Merger
Share Share redemption Merger relief Translation Retained Total
capital premium reserve reserve reserve reserve deficit equity
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000'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 GBP4.5 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 6 months ended 31
ended ended December
June 2023 June 2022 2022
GBP000's GBP000's GBP000'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 6 months ended 31
ended ended December
June 2023 June 2022 2022
Revenue GBP000's GBP000's GBP000'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 6 months ended 31
ended ended December
June 2023 June 2022 2022
Gross profit GBP000's GBP000's GBP000'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 6 months ended 31
ended ended December
June 2023 June 2022 2022
GBP000's GBP000's GBP000'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 6 months ended 31
ended ended December
June 2023 June 2022 2022
GBP000's GBP000's GBP000'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
ended 31
6 months ended 6 months ended December
June 2023 June 2022 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
ended 31
6 months ended 6 months ended December
June 2023 June 2022 2022
GBP000's GBP000's GBP000's
(Loss)/profit for the year
attributable to ordinary
shareholders (227) 1,022 2,080
Equity settled share based
payments 190 187 387
Restructuring costs 626 62 62
Acquisition costs 810 40 56
Impairment charge 26 - 456
Amortisation of acquired
intangibles 114 17 215
Tax (credit)/charge (17) 3 (624)
Adjusted operating profit
for the period attributable
to the equity shareholders 1,522 1,331 2,632
============== ============== =============
6 Intangible Assets
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 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
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 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 6 months ended 31
ended ended December
June 2023 June 2022 2022
GBP000's GBP000's GBP000's
Right-of-use-asset 335 443 276
----------- ----------- ----------
Total right-of-use asset 335 443 276
=========== =========== ==========
8 Share capital
Ordinary share capital At 30 June 2023
Number GBP000's
Ordinary shares of GBP0.001 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
2023 2022 2022
GBP000's GBP000's GBP000'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 Range of remaining Average remaining No. of leases No. of leases
assets leased term lease term with extension with termination
options 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 One to two Total
year years
GBP000's GBP000's GBP000'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
GBP000's GBP000's GBP000'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 6 months ended 31
ended ended December
June 2023 June 2022 2022
GBP000's GBP000's GBP000'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 GBP3m 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 (GBP1.5 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 6 months ended 31
ended ended December
June 2023 June 2022 2022
GBP000's GBP000's GBP000'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 6 months
to to Year to 31
30 June December
30 June 2023 2022 2022
GBP000's GBP000's GBP000'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 GBP4.75 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:
Fair value
Book value adjustments Fair value
GBP000's GBP000's GBP000'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:
GBP000's
Initial cash consideration 4,767
Completion accounts adjustment (11)
--------
4,756
========
The condensed consolidated Statement of Comprehensive Income
includes GBP0.8 million of acquisition costs.
The fair value of the financial assets includes trade and other
receivables with a fair value of GBP1.5 million and a gross
contractual value of GBP1.5 million. The best estimate at
acquisition date of the contractual cash flows not to be collected
is GBP0.0 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 GBP3.6 million revenue and
added a GBP0.1 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:
Fair value
Interim valuation adjustments Fair value
GBP000's GBP000's GBP000'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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END
IR EXLBFXKLFBBX
(END) Dow Jones Newswires
September 13, 2023 02:00 ET (06:00 GMT)
Brave Bison (LSE:BBSN)
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De Abr 2024 a May 2024
Brave Bison (LSE:BBSN)
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De May 2023 a May 2024
