Half-year Report

RNS Number : 2194A

Brave Bison Group PLC

22 September 2022

 

22 September 2022

Brave Bison Group plc

("Brave Bison", "the Group" or "the Company")

Interim Results

Brave Bison Group plc (AIM: BBSN), the social and digital media company, today announces its unaudited interim results for the six months ended 30 June 2022. 

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

"These results are ahead of the trading update released in July 2022, and confirm a record-breaking first half period for Brave Bison with triple-digit growth in major KPIs. We remain confident and are currently on track to achieve or exceed our expectations for the full year."

Financial Highlights

Unaudited	H1 FY22	H1 FY21	YoY Change
Revenue	£14.7m	£7.3m	+102%
Gross Profit	£8.2m	£1.9m	+321%
Adj. EBITDA (1)	£1.6m	£0.5m	+189%
Adj. Operating Profit (2)	£1.3m	£0.4m	+221%
Operating Margin(3)	16.1%	21.1%	(500bps)
Profit Before Tax	£1.0m	£0.2m	+496%
Basic Profit per Ordinary Share(4)	0.09p	0.03p	+200%
Gross Cash	£5.4m	£3.0m	+80%
Net Cash excl. Lease Liabilities	£4.8m	£2.9m	+65%

(1) Adj. EBITDA is defined as earnings before interest, taxation, depreciation and amortisation, and after adding back acquisition costs, restructuring costs and share-based payments. Under IFRS16 most of the costs associated with the Company's property leases are classified as depreciation and interest, therefore Adj. EBITDA is stated before deducting these costs.

(2) Adj. Operating Profit is stated after adding back acquisition costs, restructuring costs and share-based payments, and is after the deduction of costs associated with property leases.

(3) Operating Margin is a function of Adj. Operating Profit on Gross Profit

(4) Basic Profit per Ordinary Share is the Profit attributable to equity holders of the parent, divided by the weighted average number of Ordinary Shares

· Triple-digit growth in major KPIs year-on-year and a record statutory Profit Before Tax of £1.0m (H1 2021: £0.2m)

· Operating Margin of 16.1% (H1 2021: 21.1%, FY 2021: 17.9%), a reduction of 500bps year-on-year, a result of significant growth in digital marketing services revenue in the period to £8.8m (H1 2021: £0.9m)

· Increase in Net Cash year-on-year to £4.8m (H1 2021: £2.1m, H2 2021: £4.7m) excl. lease liabilities. Cash generated in H1 2022 was largely offset by the payment of acquisition considerations

Strategic & Corporate Highlights

· Successful launch of the new Brave Bison trade brand ( www.bravebison.com ), an important step in continuing to drive customer cross-selling and acquisition integration

· 12 new customers won and onboarded since January 2022, including Rapyd, Paperchase, ILX Group, Feefo and Viking Direct

· Seven new Snap shows launched since the start of the year, taking the total to 13. New shows include StrEAT Food, a food & travel channel, and Alofoke, a Spanish-language music & entertainment channel

· Further growth on YouTube with the addition of Laver Cup and PGA of America, bolstering reach in tennis and golf verticals, respectively. Brave Bison is one of the largest tennis publishers on YouTube, managing two of four Grand Slam channels: US Open and Australian Open

· Appointment of Gordon Brough, ex-General Counsel at Aberdeen Asset Management plc, as Independent Non-Executive Director, bringing extensive public company and M&A experience to the Brave Bison Board

· Acquisition and integration of Best Response Media, a specialist Adobe ecommerce development company. Brave Bison Commerce now provides clients with the full spectrum of enterprise ecommerce technologies including Salesforce, SAP, Adobe and BigCommerce

For further information please contact:

Brave Bison Group plc

Oliver Green, Chairman   via Cenkos

Theo Green, Chief Growth Officer

Philippa Norridge, Chief Financial Officer

Cenkos Securities plc   Tel: [phone]

Nominated Adviser & Broker

Nicholas Wells

Ben Jeynes

Chairman's Statement

The first half of 2022 was a transformative period for Brave Bison, during which we have completed the integration of three businesses, made a further new acquisition, launched a new trade brand, appointed new leadership and, most importantly, continued to win new customers as the Company's broadened offering continues to gain traction with existing and potential customers alike.

We have been working hard to deliver the six-point business plan presented to shareholders at the beginning of the year and we are pleased to report good progress has been made against all our objectives. By way of reminder:

Initiative	Description	Status
Rebrand Brave Bison	Launch a new trade brand to integrate customer offering	Complete
Grow the Digital Media Network	Increase our reach and audience on YouTube and Snap	Underway
Implement a Distributed Operating Model	Increase the number of staff working remotely	27% now working on a remote basis, across 11 countries, with the balance working on a hybrid basis
Make Bolt-on Acquisitions	Acquire new capabilities and customers	Best Response Media acquired in April 2022
Undertake a Fixed-cost Reduction Program	Right-size fixed overheads, particularly property and IT	Underway. London HQ currently has three sub-tenants
Develop Board & Shareholder Communications	Strengthen IR and governance strategy	Gordon Brough, ex-Aberdeen Asset Management plc General Counsel, appointed to the Board in July 2022

The launch of the new trade brand ( www.bravebison.com ) has been well received by customers and staff. New customers are briefing us for multiple services and existing customers are being upsold new services. Staff churn has noticeably decreased since the start of the year as Brave Bison's long-term plans begin to resonate with our teams.

Our digital media network has expanded in recent months. We have increased the number of shows on our network and grown our strength in key niches. In tennis, we now manage two of four Grand Slam channels (US Open and Australian Open), as well as the Laver Cup. In golf, we manage PGA Tour, PGA of America, DP World Tour and the Ryder Cup. On Snapchat we have launched seven new shows since the start of the year, taking our total to 13. Revenues for a new show typically start small, but we have high hopes for a number of our new channels, particularly those in music & entertainment.

Brave Bison is headquartered in the UK, but our future is very much a global one. We currently have staff in 11 countries, and over a quarter are now working remotely. This operational strength allows us to hire faster and sometimes cheaper, speeding up customer onboarding times. Hybrid working has become a key feature for how our delivery teams work, and we expect this trend to continue.

We were pleased to acquire Best Response Media during the period. One of our key agency pillars is Brave Bison Commerce, our digital commerce practice, which provides ecommerce platform support and integrations for enterprise brands such as Primark, Furniture Village and Milk & More. Until the acquisition of Best Response Media, our efforts were focused on three major enterprise ecommerce platforms: SAP, Salesforce and BigCommerce. Through this acquisition, we are now able to offer services on Adobe Commerce Cloud, a ubiquitous platform that has grown from strength-to-strength in recent years. Furthermore, we acquired a highly experienced and flexible resource base in Mansoura, Egypt, as well as Tier 1 customers including NatWest.

Since taking executive roles in 2020, Theo and I have been committed to building Brave Bison's board in a thoughtful and measured way, very much in line with modern standards of governance. The appointment of Gordon Brough in July 2022 is a further indication of this ongoing commitment. Gordon has extensive public company experience, having been General Counsel at Aberdeen Asset Management for ten years, and we believe he will make a substantial contribution to the Board.

Financial Review

H1 2022 was a record period for Brave Bison. The Company recorded interim revenues of £14.7m (H1 2021: £7.3m) and Adj. Operating Profit of £1.3m (H1 2021: £0.4m), an increase of 102% and 221%, respectively. Gross Profit increased to £8.2m (H1 2021: £1.9m) and the Company reported a Profit Before Tax of £1.0m (H1 2021: £0.2m), the largest half-year profit in Brave Bison's history.

The Company's Operating Margin (Adj. Operating Profit as a proportion of Gross Profit) has declined to 16.1% (H1 2021: 21.1%). However, this is largely due to the rapid growth of revenues in Brave Bison's digital marketing services business to £8.8m (H1 2021: £0.9m), which operates at lower margins than the media network revenue.

Net cash increased to £4.8m (H1 2021: £2.9m) and remained broadly unchanged since the end of 2021 (H2 2021: £4.7m). The majority of the cash generated in the period was used to fund acquisition considerations, totaling £1.1m in respect of Best Response Media and Greenlight, as well as fund working capital changes. The only remaining deferred consideration payment is due to the selling shareholders of Best Response Media, totaling £0.2m payable in October 2022.

Outlook

The Board is comfortable that it will meet or exceed its expectations for the current financial year. Furthermore, and despite global macro headwinds, the Board expects further growth in the next financial year as brand advertisers continue to migrate towards our differentiated customer proposition.

On behalf of the Board

Oliver Green

Chairman

22 September 2022

BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2022

		(unaudited)	(unaudited)	(audited)
		6 months to	6 months to	Year to 31
	Note	30 June  2022	30 June  2021	December  2021
		£000's	£000's	£000's
Revenue	3	14,742	7,316	21,660
Cost of sales		(6,559)	(5,374)	(13,854)
Gross profit		8,183	1,942	7,806
Administration expenses		(7,006)	(1,549)	(7,105)
Restructuring and acquisition costs		(102)	(207)	(176)
Impairment charge	6	-	-	-
Operating profit		1,075	186	525
Finance income		1	-	-
Finance costs		(51)	(14)	(67)
Profit/(Loss) before tax		1,025	172	458
Analysed as
Adjusted EBITDA		1,571	543	1,762
Finance costs		(51)	(14)	(67)
Finance income		1	-	-
Impairment charge		-	-	-
Depreciation		(190)	(103)	(279)
Amortisation		(17)	(17)	(34)
Adjusted Operating Profit		1,314	409	1,382
Restructuring costs		(62)	-	(176)
Acquisition costs		(40)	(207)	(686)
Equity settled share based payments		(187)	(30)	(62)
Profit before tax		1,025	172	458
Income tax charge		(3)	(5)	-
Profit attributable to equity holders of the parent		1,022	167	458
Statement of Comprehensive Income
Profit for the period/year		1,022	167	458
Items that may be reclassified subsequently to profit or loss
Exchange gain/(loss) on translation of foreign subsidiaries		12	(9)	(7)
Total comprehensive profit for the period/year attributable to owners of the parent		1,034	158	451
Profit per share (basic and diluted)
Basic profit per ordinary share (pence)	5	0.09p	0.03p	0.06p
Diluted profit per ordinary share (pence)	5	0.09p	0.03p	0.06p

BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2022

		(unaudited)	(unaudited)	(audited)
	Note	At 30 June 2022	At 30 June 2021	At 31 December 2021
		£000's	£000's	£000's
Non-current assets
Intangible assets	6	6,489	127	6,265
Property, plant and equipment	7	519	70	672
		7,008	197	6,937
Current assets
Trade and other receivables		6,495	2,570	6,636
Deferred tax asset		135	-	135
Cash and cash equivalents		5,370	2,986	5,906
		12,000	5,556	12,677
Current liabilities
Trade and other payables		(9,056)	(4,613)	(10,528)
Bank Loans <1 year		(108)	-	(108)
Lease Liabilities	9	(657)	(142)	(629)
		(9,821)	(4,755)	(11,265)
Non-current liabilities
Bank loan >1 year	12	(254)	(50)	(308)
Lease Liabilities	9	(57)	-	(393)
Provisions for liabilities		(125)	-	(118)
		(436)	(50)	(819)
Net assets		8,751	948	7,530
Equity
Share capital	8	1,081	613	1,081
Share premium		84,551	78,762	84,551
Capital redemption reserve		6,660	6,660	6,660
Merger reserve		(24,060)	(24,060)	(24,060)
Merger relief reserve		62,624	62,624	62,624
Retained deficit		(122,259)	(123,791)	(123,468)
Translation reserve		154	140	142
Total equity		8,751	948	7,530

BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2022

	(unaudited)	(unaudited)	(audited)
	6 months to	6 months to	Year to 31
	30 June  2022	30 June  2021	December  2021
	£000's	£000's	£000's
Operating activities
Profit before tax	1,025	172	458
Adjustments:
Depreciation, amortisation and impairment	41	120	57
Finance income	(1)	-	-
Finance costs	51	14	67
Share based payment charges	187	30	62
Decrease in trade and other receivables	244	466	1,314
(Decrease)/increase in trade and other payables	(794)	(260)	2,033
Tax (paid)/received	-	(5)	-
Cash inflow from operating activities	753	537	3,991
Investing activities
Acquisition of subsidiaries	(1,063)	-	(7,735)
Net cash acquired on acquisition	190	-	1,451
Purchase of property, plant and equipment	(30)	(22)	(34)
Purchase of intangible assets	-	-	-
Interest received	1	-	-
Interest paid	(8)	-	(5)
Cash outflow from investing activities	(910)	(22)	(6,323)
Cash flows from financing activities
Issue of share capital	-	-	6,257
Proceeds from borrowings	-	-	-
Repayment of borrowings	(56)	-	(36)
Repayment of lease liability	(308)	(274)	(730)
Cash outflow from financing activities	(364)	(274)	5,491
Net change in cash and cash equivalents	(520)	241	3,159
Movement in net cash
Cash and cash equivalents, beginning of period	5,906	2,754	2,754
Increase/(decrease) in cash and cash equivalents	(520)	241	3,159
Movement in foreign exchange	(16)	(9)	(7)
Cash and cash equivalents, end of period	5,370	2,986	5,906

BRAVE BISON GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2022

	Share capital	Share premium	Capital redemption reserve	Merger reserve	Merger relief reserve	Translation reserve	Retained deficit	Total equity
	£000's	£000's	£000's	£000's	£000's	£000's	£000's	£000's
At 1 January 2021 (audited)	613	78,762	6,660	(24,060)	62,624	149	(123,988)	760
Shares issued during the period	-	-	-	-	-	-	-	-
Equity settled share based payments	-	-	-	-	-	-	30	30
Transactions with owners	-	-	-	-	-	-	30	30
Other Comprehensive Income
Profit and total comprehensive income for the period	-	-	-	-	-	(9)	167	158
At 30 June 2021 (unaudited)	613	78,762	6,660	(24,060)	62,624	140	(123,791)	948
At 1 January 2021 (audited)	613	78,762	6,660	(24,060)	62,624	149	(123,988)	760
Shares issued during the year	468	5,789	-	-	-	-	-	6,257
Equity settled share based payments	-	-	-	-	-	-	62	62
Transactions with owners	468	5,789	-	-	-	-	62	6,319
Other Comprehensive Income
Profit and total comprehensive income for the period	-	-	-	-	-	(7)	458	451
At 31 December 2021 (audited)	1,081	84,551	6,660	(24,060)	62,624	142	(123,468)	7,530
At 1 January 2022 (audited)	1,081	84,551	6,660	(24,060)	62,624	142	(123,468)	7,530
Shares issued during the year	-	-	-	-	-	-	-	-
Equity settled share based payments	-	-	-	-	-	-	187	187
Transactions with owners	-	-	-	-	-	-	187	187
Other Comprehensive Income
Profit and total comprehensive income for the period	-	-	-	-	-	12	1,022	1,034
At 30 June 2022 (unaudited)	1,081	84,551	6,660	(24,060)	62,624	154	(122,259)	8,751

BRAVE BISON GROUP PLC

NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2022

1        General information

The information for the year ended 31 December 2021 does not constitute statutory accounts as defined in section 435 of the Companies Act 2006.  A copy of the statutory accounts has been delivered to the Registrar of Companies.  The auditors reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.  The interim financial statements have not been audited or reviewed by the Group's auditor.

2        Accounting policies

Basis of preparation

The annual financial statements of Brave Bison Group plc are prepared in accordance with IFRS as adopted by the European Union.  The condensed set of financial statements included in this half yearly report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the European Union.

The interim statement has been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities for the foreseeable future. The Group is dependent for its working capital requirements on cash generated from operations, cash holdings and from equity markets. The cash holdings of the Group at 30 June 2022 were £5.4 million.

The Directors have prepared detailed cash flow projections ("the Projections") which are based on their current expectations of trading prospects. The board forecasts that the Group will continue to achieve positive cash inflows in the second half of 2022 and 2023. Accordingly, the Directors have concluded that it is appropriate to continue to adopt the going concern basis in preparing these financial statements.  The Directors are confident that the Group's forecasts are achievable, and are committed to taking any actions available to them to ensure that any shortfall in forecast revenues is mitigated by cost savings.

The Directors also continue to monitor the impact of the COVID-19 pandemic, and maintain rolling forecasts which are regularly updated.  Advertising revenues have recovered well after the initial impact of the pandemic, and while project budgets remain smaller, we are seeing signs of recovery in this area as well.

Significant accounting policies

The accounting policies applied by the Group in this condensed set of consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2021.

Other pronouncements

Other accounting pronouncements which have become effective from 1 January 2022 and therefore have been adopted do not have a significant impact on the Group's financial results or position.

3        Segment reporting

The Board has reviewed the Group and all revenues are functional activities of a digital media and marketing group, and these activities take place on an integrated basis. The senior executive team review the financial information on an integrated basis for the Group as a whole, with respective heads of business who are geographically located and in accordance with IFRS 8 Operating Segments, the Group will be providing a geographical split. The Group will also be providing a split between the Media Network revenue and Digital Marketing services revenue.

Geographic reporting

The information is presented based on the customers' location.

				(audited)
		(unaudited)	(unaudited)	12 months
		6 months ended June 2022	6 months ended June 2021	ended 31 December  2021
		£000's	£000's	£000's
United Kingdom & Europe		12,857	5,197	17,548
Asia Pacific		122	634	894
Rest of the World		1,763	1,485	3,218
Total Revenue		14,742	7,316	21,660

The group identifies two revenue streams, Media Network revenue and Digital Marketing services revenue. The analysis of revenue and gross profit by each stream is detailed below.

				(audited)
		(unaudited)	(unaudited)	12 months
		6 months ended June 2022	6 months ended June 2021	ended 31 December  2021
Revenue		£000's	£000's	£000's
Media Network		5,919	6,390	14,329
Digital Marketing services		8,823	926	7,331
Total revenue		14,742	7,316	21,660

				(audited)
		(unaudited)	(unaudited)	12 months
		6 months ended June 2022	6 months ended June 2021	ended 31 December  2021
Gross profit		£000's	£000's	£000's
Media Network		1,436	1,395	3,044
Digital Marketing services		6,747	547	4,762
Total gross profit		8,183	1,942	7,806

Timing of revenue recognition

The following table includes revenue from contracts disaggregated by the timing of recognition.

				(audited)
		(unaudited)	(unaudited)	12 months
		6 months ended June 2022	6 months ended June 2021	ended 31 December  2021
		£000's	£000's	£000's
Products and services transferred at a point in time		5,959	6,460	14,432
Products and services transferred over time		8,883	856	7,228
Total revenue		14,742	7,316	21,660

4       Restructuring

				(audited)
		(unaudited)	(unaudited)	12 months
		6 months ended June 2022	6 months ended June 2021	ended 31 December  2021
		£000's	£000's	£000's
Restructuring costs		62	-	176

Restructuring costs in 2022 relate to corporate reorganisation activities as a result of the acquisition of Greenlight, as well as costs relating to the transfer of contractors into a new subsidiary in Bulgaria.

5       Profit per share

Both the basic and diluted profit / (loss) per share have been calculated using the profit / (loss) after tax

attributable to shareholders of Brave Bison Group plc as the numerator, i.e. no adjustments to profits / (losses) were necessary in 2021 or 2022. The calculation of the basic profit / (loss) per share is based on the profit /(loss) attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. Share options were dilutive in 2021 and 2022.

			(audited)
	(unaudited)	(unaudited)	12 months
	6 months ended June 2022	6 months ended June 2021	ended 31 December  2021
Weighted average number of ordinary shares	1,080,816,000	612,821,228	768,367,147
Dilution due to share options	62,376,266	41,367,914	57,637,981
Total weighted average number of ordinary shares	1,143,192,266	654,189,142	826,005,128
Basic profit per ordinary share (pence)	0.09p	0.03p	0.06p
Diluted profit per ordinary share (pence)	0.09p	0.03p	0.06p
Adjusted basic profit per ordinary share (pence)	0.12p	0.05p	0.18p
Adjusted diluted profit per ordinary share (pence)	0.11p	0.05p	0.17p
			(audited)
	(unaudited)	(unaudited)	12 months
	6 months ended June 2022	6 months ended June 2021	ended 31 December  2021
	£000's	£000's	£000's
Profit for the year attributable to ordinary shareholders	1,022	167	458
Equity settled share based payments	187	121	62
Restructuring costs	62	30	176
Acquisition costs	40	-	686
Tax charge/credit	3	-	-
Adjusted operating profit for the period attributable to the equity shareholders	1,314	318	1,382

6       Intangible Assets

			Goodwill	Online Channel Content	Technology	Brands	Customer Relation-ships	Total
			£000's	£000's	£000's	£000's	£000's	£000's
Cost
At 30 June 2021			35,075	2,034	5,213	273	19,332	61,927
Additions			6,155	-	-	-	-	6,155
At 31 December 2021			41,230	2,034	5,213	273	19,332	68,082
Additions			241	-	-	-	-	241
At 30 June 2022			41,471	2,034	5,213	273	19,332	68,323
Amortisation and impairment
At 30 June 2021			35,075	1,907	5,213	273	19,332	61,800
Charge for the period			-	17	-	-	-	17
Impairment charge			-	-	-	-	-	-
At 31 December 2021			35,075	1,924	5,213	273	19,332	61,817
Charge for the period			-	17	-	-	-	17
Impairment charge			-	-	-	-	-	-
At 30 June 2022			35,075	1,941	5,213	273	19,332	61,834
Net Book Value
At 30 June 2021			-	127	-	-	-	127
At 31 December 2021			6,155	110	-	-	-	6,265
At 30 June 2022			6,396	93	-	-	-	6,489

7          Property, plant and equipment

	Right of Use asset	Leasehold Improvement	Computer Equipment	Fixtures &  Fittings	Total
	£000's	£000's	£000's	£000's	£000's
Cost
At 30 June 2021	1,035	-	924	220	2,179
Additions	-	-	12	-	12
Acquisition of subsidiary	719	11	36	-	766
At 31 December 2021	1,754	11	972	220	2,957
Additions	-	-	36	-	36
Disposals	(1,035)	-	(903)	(220)	(2,158)
Acquisition of subsidiary	-	-	1	-	1
At 30 June 2022	719	11	106	-	836
Depreciation and impairment
At 30 June 2021	986	-	903	220	2,109
Charge for the period	159	2	15	-	176
Impairment charge	-	-	-	-	-
At 31 December 2021	1,145	2	918	220	2,285
Charge for the period	166	3	21	-	190
Disposals	(1,035)	-	(903)	(220)	(2,158)
At 30 June 2022	276	5	36	-	317
Net Book Value
At 30 June 2021	49	-	21	-	70
At 31 December 2021	609	9	54	-	672
At 30 June 2022	443	6	70	-	519

Included in the net carrying amount of property, plant and equipment are right-of-use assets as follows:

			(audited)
	(unaudited)	(unaudited)	12 months
	6 months ended June 2022	6 months ended June 2021	ended 31 December  2021
	£000's	£000's	£000's
Right-of-use-asset	443	49	609
Total right-of-use asset	443	49	609

8        Share capital

Ordinary share capital		At 30 June 2022
		Number	£000's
Ordinary shares of £0.001		1,080,816,000	1,081
Total ordinary share capital of the Company			1,081

Rights attributable to ordinary shares

The holders of ordinary shares are entitled to receive notice of and attend and vote at any general meeting of the Company.

9        Leases

Lease liabilities are presented in the statement of financial position as follows:

		(unaudited)	(unaudited)	(audited)
		At 30 June 2022	At 30 June 2021	At 31 December 2021
		£000's	£000's	£000's
Current		657	142	629
Non-current		57	-	393
		714	142	1,022

The Group acquired two office leases with the acquisition of Greenlight which expire in November 2023. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a corresponding lease liability.

The table below describes the nature of the Group's leasing activities by type of right-of-use asset recognised on the statement of financial position:

	No. of right-of-use assets leased	Range of remaining term	Average remaining lease term	No. of leases with extension options	No. of leases with termination options
Office building	2	1.5 years	1.5 years	-	-

The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 June 2022 were as follows:

		Within one year	One to two years	Total
		£000's	£000's	£000's
Lease payments		700	58	758
Finance charges		(43)	(1)	(44)
Net present values		657	57	714

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

The Group received a Covid-19 related rent concession during the period of £nil (2021: £72,030).  It has applied the exemption granted by the Covid-19-Related Rent Concessions (Amendment to IFRS 16) and has therefore not assessed this as a lease modification but has included it within administration expenses.

At 30 June 2022 the Group had not committed to any leases which had not yet commenced excluding those recognised as a lease liability.

10     Financial Instruments

		(unaudited)	(unaudited)	(audited)
Categories of financial instruments		As at 30 June  2022	As at 30 June  2021	As at 31  December 2021
		£000's	£000's	£000's
Financial assets
Loans and other receivables		6,154	2,411	6,285
Cash and bank balances		5,370	2,986	5,906
		11,524	5,397	12,191
Financial liabilities
Trade and other payables at amortised cost		(7,862)	(4,394)	9,811
Lease liabilities		(714)	(142)	1,022
		(8,576)	(4,536)	10,833

Brave Bison categorises all financial assets and liabilities as level 1 for fair value purposes which means they are valued using quoted prices (unadjusted) in active markets for identical assets or liabilities.

11     Contingent liabilities

 

There were no contingent liabilities at 30 June 2022 (30 June 2021 and 31 December 2021: None).

12     Bank Loans

				(audited)
		(unaudited)	(unaudited)	12 months
		6 months ended June 2022	6 months ended June 2021	ended 31 December  2021
		£000's	£000's	£000's
Loan <1 year		108	-	108
Loan >1 year		254	50	308
		362	50	416

The Group has a Bounce Back Loan Agreement which is due to be fully repaid in 2026. The repayment amount and timing of each instalment is based on a fixed interest rate of 2.5% payable on the outstanding principal amount of the loan and applicable until the final repayment date.  This loan is unsecured.  The Group also has a Coronavirus Business Interruption Loan ("CBIL") which was acquired as part of the Greenlight acquisition which is due to be fully repaid in 2026.  The repayment amount and timing of each instalment is based on a fixed interest rate of 4.35% per annum payable on the outstanding principal amount of the loan and applicable until the final repayment date.  The CBIL and an unused bank overdraft facility of £500,000 available to the Company's subsidiary Greenlight Digital Limited are secured by a fixed and floating charge over its assets together with a cross guarantee with Brave Bison Group Plc, Brave Bison Limited and Greenlight Commerce Limited in favour of Barclays Bank, dated 1 September 2021.

13     Transactions with Directors and other related parties

Transactions with associates during the year were:

				(audited)
		(unaudited)	(unaudited)	12 months
		6 months ended June 2022	6 months ended June 2021	ended 31 December  2021
		£000's	£000's	£000's
Recharges to Tangent Marketing Services Limited
Recharge for Admin related salary		4	-	-
Recharge for HR related salary		20	11	24
Recharge for IT related salary		15	-	-
Recharge for production related salary		20	-	6
Recharge for property related costs		55	-	32
		93	11	62
Recharges from Tangent Marketing Services Limited
Recharge for IT related salary		-	8	13
Recharge for marketing related services		-	-	27
Recharge for production related salary		-	-	4
Recharge of website support services		-	15	-
		-	23	44
		(unaudited)	(unaudited)	(audited)
		6 months to	6 months to	Year to 31
		30 June  2022	30 June  2021	December  2021
		£000's	£000's	£000's
Amounts owed to Tangent Marketing Services Limited		-	13	5
Amounts owed by Tangent Marketing Services Limited		24	6	4

Tangent Marketing Services Limited is a related party by virtue of its shareholding in Brave Bison Group Plc. All of the above transactions were conducted at arms length.

14     Acquisitions

On 28 April 2022, the Company acquired the entire issued share capital of Best Response Media Limited. The consideration was financed by existing cash balances.  Best Response Media is a specialist ecommerce and mobile development company focused exclusively on the Adobe Commerce platform.

The provisional fair value of the assets acquired and liabilities assumed were as follows:

	Book value	Fair value adjustments	Fair value
	£000's	£000's	£000's
Goodwill	241	-	241
Tangible Assets	1	-	1
Trade and other receivables	236	-	236
Cash and cash equivalents	190	-	190
Current Liabilities	(143)	-	(143)
Non-current liabilities	-	-	-
Deferred tax	-	-	-
	525	-	525

The consideration for the acquisition is as follows:

	£000's
Initial cash consideration	962
Less: cash dividend up	(650)
Deferred cash consideration	175
Completion accounts adjustment	37
	525

The company acquired the entire issued share capital of Best Response Media Limited for a total consideration of £0.5 million after deducting the cash dividend paid immediately after acquisition. The payment of the deferred consideration will be made on 28 October 2022.

The condensed consolidated Statement of Comprehensive Income includes £0.04 million of acquisition costs.

The fair value of the financial assets includes trade and other receivables with a fair value of £0.2 million and a gross contractual value of £0.3 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £0.1 million.  The goodwill represents the acquired accumulated workforce and the synergies expected from integrating Best Response Media into the Group's existing business.  The Group has carried out an interim fair value adjustment exercise and will be completing a full exercise within the one year measurement period from the date of the acquisition in accordance with IFRS3, and alongside the completion of the integration.  At the interim valuation stage the Group has not been able to reliably estimate the fair value of acquired intangibles and therefore the excess of consideration over fair value of other identifiable assets and liabilities has been allocated to goodwill.  Once the full valuation exercise has been completed additional intangible assets may be recognised separately from goodwill.

Best Response Media Limited contributed £0.1 million revenue and £0.0 million to the Group's profit for the period between the date of acquisition and the reporting date.

 

END

 

 

IR DFLFLLKLXBBK