REG - Brave Bison Grp PLC - Final Results
27/04/2023 07:00
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RNS Number : 6125X Brave Bison Group PLC 27 April 2023
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
27 April 2023
Brave Bison Group plc
("Brave Bison" or the "Company", together with its subsidiaries "the Group")
Annual Results
Growth ahead of expectations; well-positioned in a challenging environment
Brave Bison, the social and digital media company, today reports its audited
results for the year ended 31 December 2022.
Summary
Brave Bison is pleased to report a year of growth that exceeded the Board's
expectations, despite a challenging macroeconomic environment that impacted
core markets.
All acquired businesses have now been integrated under the Brave Bison brand
and trade through one of four business units:
§ Brave Bison Performance, a digital media advertising practice
§ Brave Bison Commerce, a digital commerce practice
§ Social Chain (previously Brave Bison Social & Influencer), a social
media advertising and influencer marketing practice
§ Brave Bison Media, a network of ~650 social and digital media channels
across YouTube, Meta, TikTok and Snapchat
Financial Highlights
FY22 FY21 Change
Revenue £31.7m £21.7m +46%
Gross Profit £16.9m £7.8m +117%
Adj. EBITDA ((1)) £3.0m £1.8m +71%
Adj. Profit Before Tax ((2)) £2.6m £1.4m +86%
Adj. Earnings Per Share 0.24p 0.18p +33%
Profit Before Tax £1.5m £0.5m +218%
Cash £6.5m £5.9m +10%
Net Cash £6.2m £4.7m +32%
(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.
· Revenue growth of 46% to £31.7m, ahead of market expectations
and the second successive year of 40%+ revenue growth
· Gross profit / net revenue growth of 117% to £16.9m, ahead of
market expectations
· Underlying organic net revenue / gross profit growth of 12%
· Adjusted EBITDA of £3.0m (FY21: £1.8m), an increase of 67%, and
Adjusted Profit Before Tax of £2.6m (FY21: £1.4m), an increase of 86% and
ahead of market expectations
· Adjusted Earnings per share of 0.24p (FY21: 0.18p), an increase
of 33%. No shares were issued in respect of fundraisings or acquisitions
during the year
· Cash resources of £6.5m and net cash of £6.2m. £3m revolving
credit facility agreed with Barclays Bank in November 2022. The facility lasts
for three years with an interest margin of 2.75% over base rate. The facility
was undrawn at the period end
Strategic Highlights
· Acquisition & Integration strategy progressed with the
acquisition of Best Response Media (April 2022), integrated into Brave Bison
Commerce, and Social Chain (after the period end), integrated with Brave Bison
Social & Influencer
· Total headcount of 162 (2021: 146), rising to approximately 280
after the acquisition of Social Chain, completed post-period end. Our staff
work remotely from eleven countries, with hubs in London, Manchester and New
York, as well as Bulgaria and Egypt
· Gordon Brough appointed as independent non-executive director,
bringing extensive public company, governance and acquisitions experience to
the Board
· Number of Snapchat shows has increased to 16 (2021: 5), with the
launch of StrEAT Food, Suit Up!, Sweet Tooth and Hidden Gaming Details among
others
· New customer wins including Rapyd, ILX Group, Feefo, Viking
Direct, Laver Cup and WWF, and expanded engagements with New Balance, Curry's
and MKM Building Supplies
Post-Period End & Outlook
· Social Chain, acquired in February 2023, is currently being
integrated into the Brave Bison operating platform. Progress to date is in
line with expectations. The Board expects IT, HR, finance, marketing and
operations departments to be materially integrated by the end of H1 2023
· The Board is comfortable with current market expectations but
notes that trading has become more challenging in the first half of 2023 as
customer budgets have come under pressure
· Brave Bison remains well capitalised with flexibility to pursue
further opportunities in line with the Company's Acquisition & Integration
strategy
Oliver Green, Chairman, commented:
"We integrated four businesses in 2022 and are pleased with the outcome: a
profitable and cash generative social and digital media company that operates
from trend to spend for our customers. Our value proposition is now
well-defined, and we are delighted to welcome a number of new enterprise
customers to Brave Bison."
For further information please contact:
Brave Bison Group plc
Oliver Green,
Chairman
via Cenkos
Theo Green, Chief Growth Officer
Philippa Norridge, Chief Financial Officer
Cenkos Securities
plc
Tel: +44 (0)20 7397 8900
Nominated Adviser & Broker
Nicholas Wells
Ben Jeynes
Dan Hodkinson
About Brave Bison
Brave Bison (AIM: BBSN) is a social and digital media company, headquartered
in London with a globally distributed workforce in over ten countries.
Brave Bison is unique in that it is both a digital media owner, as well as a
digital media agency. The Company owns and operates its own channels, and the
communities attached to them, as well as offering customers a suite of
advertising and technology services to help reach digital audiences.
Brave Bison has two core lines of business. Firstly, the publishing of content
on social media channels to generate advertising revenue. Brave Bison operates
over 650 channels including PGA Tour and US Open on YouTube, Cooking Wild and
DIY & Crafts on Facebook and Slick and VSatisfying on Snap Discover. The
Brave Bison media network generates approximately 1 billion average monthly
views.
The second line of business involves the provision digital advertising and
technology services for global, blue-chip brands such as Panasonic, New
Balance, Primark and Samsung. These customers are serviced through three
divisions: Social Chain (previously Brave Bison Social & Influencer), a
social media advertising practice, Brave Bison Commerce, a digital commerce
practice, and Brave Bison Performance, a paid and organic digital media
practice.
CHAIRMAN'S REVIEW
Brave Bison competes in a growing and exciting marketplace at the intersection
of social media, technology, data science and ecommerce.
We operate from trend to spend for our customers; promoting products, selling
advertising on our channels and building transactional websites and apps to
enable check out. Our vision is to build a company for the new era and the
past twelve months have seen us consolidate and integrate across what has
become our foundational platform.
Brave Bison operates across four business pillars:
Brave Bison Performance is a digital media advertising practice. We plan and
buy media on platforms such as Google, Meta, TikTok, Amazon and YouTube. All
of our work is focused on helping our customers drive conversion metrics such
as sales, downloads and subscriptions. Customers include New Balance, Curry's
and Asus.
Brave Bison Commerce is a digital commerce practice. We provide technology
services to help customers design and build next generation ecommerce
platforms. Our teams use the latest MACH technology from partners such as
Salesforce, Adobe, SAP and BigCommerce to design, launch, upgrade and support
best-in-class ecommerce systems. Customers include Viking Direct, MKM Building
Supplies and Muller.
Brave Bison Social & Influencer (re-branded to Social Chain as of February
2023) is a social media advertising practice. We create content for customers
on social media platforms and work with influencers to make and distribute
content. This creative approach ensures that content is native to the
platform, leading to higher engagements from audiences. Customers include
Panasonic, Vodafone, WWF and Rapyd.
Brave Bison Media Network is a portfolio of channels across YouTube, Facebook,
Snapchat, TikTok and Instagram. These channels generate over 1 billion 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.
Whilst each of our business pillars is led by a Managing Director and
supported by department heads, the Brave Bison platform is one of connection
and collaboration. We have worked hard over the past year to ensure that,
despite our four centres of excellence, we operate as one company, with a
shared vision that aligns across each of our business pillars.
Year in Review
2022 was a strong year for Brave Bison. During the period revenue grew by 46%
to almost £32m, gross profit more than doubled to just under £17m and the
company generated adjusted EBITDA of over £3m, a YoY increase of 71%. At year
end our balance sheet remained strong with net cash of over £6m, after having
completed our third acquisition since Theo, Philippa and I joined the company
mid 2020.
During the period the Leadership Team maintained a sharp operational focus. We
completed the integration of four businesses, made our third acquisition, and
relaunched an enhanced value and service proposition under a refreshed Brave
Bison brand. This integrated and connected approach has already proven its
ability to attract new customers and allow for effective cross selling across
our four business units.
Best Response Media (BRM) was acquired during the period and integrated into
Brave Bison Commerce. Until the acquisition, our efforts at Brave Bison
Commerce were focused on three major enterprise ecommerce platforms: SAP,
Salesforce and BigCommerce. Through the acquisition of BRM, 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.
Brave Bison is headquartered in London, but the business operates across the
world. We have staff in 11 countries and almost a quarter of our team works
remotely. Furthermore, over 50% of our staff work on a hybrid basis, often
choosing to come into the office between one and three days per week. This new
way of working is an important part of our strategy moving forward and is
telling of the digital age we are leaning into as a business. Our hybrid and
remote workforce enables us to hire more quickly, cheaply and
often from a more diverse pool of talent. This approach also means that, as we
scale and grow our teams, we can keep property costs low whilst maintaining a
strong culture through a mixture of virtual team events and quarterly in
person socials.
Theo and I are committed to developing Brave Bison's board in a thoughtful and
measured way, in line with modern standards of governance. The appointment of
Gordon Brough as non-executive director during the period is a further
indication of this commitment. Gordon has extensive experience in UK public
companies having been General Counsel at Aberdeen Asset Management plc
(subsequently the asset management arm of Abrdn) for almost 10 years. Gordon's
legal experience, as well as his expertise in acquisitions will be crucial to
the business as we look to further bolster our corporate profile.
Outlook
We are mindful of macroeconomic challenges over the next 12-18 months, but
have confidence in the prevailing trend that continues to shift marketing
budgets away from traditional advertising and into digital channels.
Furthermore, our position in this expanding marketplace is differentiated and
growing from strength-to-strength. This organic growth will be compounded by
our carefully considered Acquisition & Integration strategy that has
proven successful to date. Our Leadership Team is both capable and focussed,
and we anticipate that the acquisition of Social Chain (completed in February
2023) will have a transformative impact on our ability to win and deliver for
customers in the social media advertising space.
Oliver Green
Executive Chairman
26 April 2023
CFO'S REVIEW
2022 was a year of healthy growth at Brave Bison. Revenue increased by 46% to
£31.7 million (2021: £21.7 million), gross profit increased by 117% to
£16.9 million (2021: £7.8 million) and adjusted profit before tax, a measure
of underlying profitability, increased by 86% to £2.6 million (2021: £1.4
million).
Organic growth of gross profit, removing the impact of businesses acquired
during the period, was £1.8 million, or approximately 12%.
Principal Activities
Brave Bison has two business models. Firstly, the provision of digital
advertising and technology
services to global blue-chip companies. Services provided include social media
advertising, influencer marketing, paid media services, search engine
optimisation services, ecommerce software integration, ecommerce system design
and others. Customers include New Balance, Muller, Primark and Asus. This
operation is referred to as "fee based services" in the Group segmental
reporting.
The digital advertising and technology services business unit showed good
growth during the year. Revenues increased by 169% to £19.7 million (2021:
£7.3 million) and the gross profit approximately tripled to £14.0 million
(2021: £4.8 million). In line with our acquisition and integration strategy,
Greenlight Digital was integrated into Brave Bison Performance, and Greenlight
Commerce and Best Response Media were integrated into Brave Bison Commerce.
Secondly, Brave Bison owns and operates a network of social and digital media
channels. These channels principally exist on platforms such as YouTube,
Snapchat, Facebook, TikTok and Instagram. Brave Bison publishes content on
these channels which attract views and serve advertising which can be bought
programmatically through digital advertising platforms. This operation is
referred to as "advertising" in Group segmental reporting.
The advertising business unit generated revenue of £11.9 million (2021:
£14.3 million) and approximately 1.3 billion views (2021: 1.7 billion). This
decrease year-on-year largely relates to channels that are operated but not
owned by Brave Bison on a revenue share basis, therefore the underlying gross
profit remained
broadly flat at £2.9 million (2021: £3.0 million). The small drop in gross
profit was largely due to a softening of CPMs (cost per mille) in the second
half of the year in response to macroeconomic
conditions. As we saw during the pandemic, this part of our business can be
sensitive to such conditions, but tends to recover swiftly.
Margins & Operations
Brave Bison tracks adjusted profit margin (adjusted profit before tax as a
percentage of gross profit) as a key performance indicator to measure the
Group's financial performance.
The adjusted profit margin for the period was 15.4% (2021: 17.9%) a decrease
year-on-year. This decrease was driven by the tripling of digital advertising
and technology services net revenues which operates at a lower adjusted profit
margin than advertising generated on the media network.
Despite the decrease in adjusted profit margin, Brave Bison has completed a
number of initiatives to reduce the underlying operating costs of the
business. These include a reduction in property costs through sub-letting
excess office space, reduction in IT costs as business units are merged and
careful
resource management to reduce the staff cost to net revenue ratio for billable
customers.
Exceptional Costs & Adjustments
During the year Brave Bison incurred restructuring costs of £0.1 million
(2021:£0.2 million), relating to the restructuring and expansion of the
Group's operations in Bulgaria, and acquisition costs of £0.1 million (2021:
£0.7 million) relating to the costs associated with acquiring Best Response
Media.
Brave Bison carried out a purchase price allocation exercise during the year
in relation to the Greenlight acquisitions which completed in 2021, which
resulted in identification of intangible assets relating to the acquired
brands and customer relationships. As a result of the rebranding, and
retirement of the Greenlight trade brand during the year, the amounts relating
to this were impaired in full during the year, resulting in an impairment
charge of £0.5 million (2021: £nil). The customer relationships are being
amortised over a period of 10 years, resulting in a charge of £0.2 million
(2021: £nil). As we deliver on our acquisition and integration strategy it is
likely that both the amortisation of acquired intangibles, and impairment of
acquired brands retired post-integration will continue to impact our financial
statements.
Equity settled share-based payments relate to the value of share awards that
have been granted to employees of the Group. £0.3 million of this amount
relates to the directors' LTIP, which can only be redeemed in accordance with
the terms outlined in the Directors' Remuneration Report. The earliest
possible redemption date is December 2024, and redemption is contingent on the
share price exceeding 3.0 pence.
Adjusted EBITDA is a non-IFRS measure that the Group uses to measure its
performance and is defined as earnings before interest, taxation, depreciation
and amortisation and after add back of costs related to restructuring,
acquisitions and share based payments. It should be noted that a portion of
the property costs in both 2022 and 2021 fall into the finance costs and
depreciation lines as a result of the introduction of IFRS 16 'Leases'. As a
result, the Group also uses Adjusted profit before tax as a measure of
performance, which is stated after add back of costs related to restructuring,
acquisitions, share based payments, impairments and amortisation of acquired
intangibles, but which is after the deduction of costs associated with
property leases.
2022 2021
£000's £000's
Adjusted EBITDA 3,020 1,762
Finance costs (86) (67)
Finance income 80 -
Depreciation (382) (279)
Adjusted Profit before tax 2,632 1,416
Restructuring costs (62) (176)
Acquisition costs (56) (686)
Impairment charge (456) -
Amortisation of acquired intangibles (215) (34)
Equity settled share based payments * (387) (62)
Profit before tax 1,456 458
* £0.3 million of the equity settled share based payments is a non-cash
charge related to the director's LTIP, which can only be redeemed in
accordance with the terms outlined in the Directors' Remuneration
Report.
Financial Position
Brave Bison ended the period with cash resources of £6.5 million (2021: £5.9
million) and net cash after deducting outstanding bank loans of £6.2 million
(2021: £4.7 million). The bank loan relates to a Government-backed CBIL that
is repayable over six years from drawdown.
In addition to the CBIL, Brave Bison has a revolving credit facility with
Barclays Bank for a total of £3 million, with an interest margin of 2.75%
over Base Rate. This was agreed during the period but was undrawn at the
period end.
The Group had cash inflow of £0.6 million during the period (2021: £3.2
million inflow), and expects to maintain positive cashflow throughout 2023.
The decrease in cash inflow is largely due to a large customer prepayment
received at the end of 2021, which subsequently unwound during the period.
In addition to this, the cashflow generated from operating activities was used
to fund the acquisition of Best Response Media (£0.3 million) and the payment
of deferred consideration in respect of the Greenlight acquisition made in
2021 (£0.8 million).
The Group is carrying intangible assets of £6.3 million (2021: £6.3
million). Based on an interim fair value exercise the Group capitalised
goodwill of £0.2 million (2021: £6.2 million) on the purchase of Best
Response Media (2021: Greenlight). The Group does not capitalise any wages.
Key Performance Indicators
2021 2020
£000's £000's
Revenue 31,652 21,660
Gross Profit 16,948 7,806
Adjusted EBITDA 3,020 1,762
Adjusted Profit Before Tax 2,631 1,416
Adjusted Earnings per ordinary share (pence) 0.24 0.18
Profit before tax 1,456 458
Gross Cash 6,485 5,906
Net Cash 6,177 4,740
The movements in these key performance indicators are discussed above, and in
the Chairman's report.
Philippa Norridge
Chief Financial Officer
26 April 2023
CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
31 31
Note December December
2022 2021
£000's £000's
Revenue 6 31,652 21,660
Cost of sales (14,704) (13,854)
Gross profit 16,948 7,806
Administration expenses (15,486) (7,281)
Operating profit 7 1,462 525
Finance income 9 80 -
Finance costs 9 (86) (67)
Profit before tax 7 1,456 458
Analysed as
Adjusted EBITDA 3,020 1,762
Finance costs 9 (86) (67)
Finance income 9 80 -
Depreciation 14 (382) (279)
Adjusted Profit before tax 2,631 1,416
Restructuring costs 8 (62) (176)
Acquisition costs 29 (56) (686)
Impairment charge 15 (456) -
Amortisation of acquired intangibles 13 (215) (34)
Equity settled share based payments 24 (387) (62)
Profit before tax 1,456 458
Income tax credit 10 624 -
Profit attributable to equity holders of the parent 2,080 458
Statement of Comprehensive Income
Profit for the year 2,080 458
Items that may be reclassified subsequently to profit or loss
Exchange gain/(loss) on translation of foreign subsidiaries 25 (7)
Total comprehensive profit for the year attributable to owners of the parent 2,105 451
Earnings per share (basic and diluted)
Basic earnings per ordinary share (pence) 11 0.19p 0.06p
Diluted earnings per ordinary share (pence) 11 0.18p 0.06p
All transactions arise from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 At 31
December December
Note 2022 2021
£000's £000's
Non-current assets
Intangible assets 13 6,270 6,265
Property, plant and equipment 14 372 672
Deferred tax asset 16 48 135
6,690 7,072
Current assets
Trade and other receivables 17 7,426 6,636
Cash and cash equivalents 6,485 5,906
13,911 12,542
Current liabilities
Trade and other payables 18 (9,310) (10,528)
Bank Loans <1 year 20 (109) (108)
Lease Liabilities 19 (393) (629)
(9,812) (11,265)
Non-current liabilities
Lease Liabilities 19 - (393)
Deferred tax liability 16 (283) -
Bank loans >1 year 20 (199) (308)
Provisions 21 (285) (118)
(767) (819)
Net Assets 10,022 7,530
Equity
Share capital 22 1,081 1,081
Share premium 84,551 84,551
Capital redemption reserve 6,660 6,660
Merger reserve (24,060) (24,060)
Merger relief reserve 62,624 62,624
Retained deficit (121,001) (123,468)
Translation reserve 167 142
Total equity 10,022 7,530
The financial statements were authorised for issue by the Board of Directors
on 26 April 2023 and were signed on its behalf by
Philippa Norridge
Chief Financial Officer
CONSOLIDATED STATEMENT OF CASH FLOWS 2022 2021
£000's £000's
Operating activities
Profit before tax 1,456 458
Adjustments:
Depreciation, amortisation and impairment 1,053 57
Finance income (80) -
Finance costs 86 67
Share based payment charges 387 62
(Increase)/decrease in trade and other receivables (553) 1,314
(Decrease)/increase in trade and other payables (721) 2,033
Tax received 84 -
Cash inflow from operating activities 1,712 3,991
Investing activities
Acquisition of subsidiaries (1,174) (7,735)
Net cash acquired on acquisition 840 1,451
Purchase of property plant and equipment (81) (34)
Purchase of intangible assets - -
Interest received 80 -
Cash outflow from investing activities (335) (6,318)
Cash flows from financing activities
Issue of share capital - 6,257
Interest paid (86) (5)
Repayment of borrowings (108) (36)
Repayment of lease liability (629) (730)
Cash (outflow)/inflow from financing activities (823) 5,486
Net increase in cash and cash equivalents 554 3,159
Movement in net cash
Cash and cash equivalents, beginning of year 5,906 2,754
Increase in cash and cash equivalents 554 3,159
Movement in foreign exchange 25 (7)
Cash and cash equivalents, end of year 6,485 5,906
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Capital Share premium Retained Total
Capital redemption Reserve deficit Equity
Merger Reserve Merger relief Reserve Translation
Reserve
£000's £000's £000's £000's £000's £000's £000's £000's
At 1 January 2021 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 year - - - - - (7) 458 451
At 31 December 2021 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 year - - - - - 25 2,080 2,105
At 31 December 2022 1,081 84,551 6,660 (24,060) 62,624 167 (121,001) 10,022
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
1 Brave Bison
Brave Bison Group plc ("the Company") (formerly Rightster Group plc) was
incorporated in England and Wales on 30 October 2013 under the Companies Act
2006 (registration number 08754680) and its registered address is The Varnish
Works, 3 Bravingtons Walk, London, N1 9AJ. On 12 November 2013 the Company
entered into share exchange agreements to acquire 100% of the issued share
capital of Brave Bison Limited, a company incorporated in England and Wales on
16 May 2011 and registered at the same address. On 12 November 2013 the
Company was admitted to the Alternative Investment Market (AIM) where its
ordinary shares are traded.
The consolidated financial statements of the Group for the year ended 31
December 2022 comprise the Company and its subsidiaries (together referred to
as the "Group"). The Group's business activities, together with the factors
likely to affect its future development, performance and position are set out
in the CFO's Review on pages 6-7, and Principal Risks and Uncertainties on
page 9. In addition, Note 26 to the financial statements includes the
Group's objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial instruments and
its exposure to credit risk and liquidity risk.
2 Basis of preparation
2.1. Going Concern
The consolidated financial statements have been prepared on a going concern
basis, which assumes that the Group will be able to meet its liabilities as
they fall due for the foreseeable future, and at least for 12 months from the
date of approval of the consolidated financial statements. The Group is
dependent for its working capital requirements on cash generated from
operations, and cash holdings. The cash holdings of the Group at 31 December
2022 were £6.5 million (2021: £5.9 million). The Group made a profit before
tax of £1.5 million for the year ended 31 December 2022 (2021: £0.5
million), and generated an increase in cash and cash equivalents in 2022 of
£0.6 million (2021: £3.2 million). The Group has net assets of £10.0
million (2021: £7.5 million).
The Directors have prepared detailed cash flow projections for the period to
31 December 2023 and for the following 6 month period to 30 June 2024 which
are based on their current expectations of trading prospects. The Group
achieved positive cashflow of £1.1 million in H2 2022, and the Board
forecasts that the Group will continue to achieve positive cash inflows in
2023.
The Directors are confident that the Group's cash flow projections are
achievable, and are committed to taking any actions available to them to
ensure that any shortfall in forecast revenue receipts is mitigated by cost
savings.
The Directors continue to maintain rolling forecasts which are regularly
updated.
The Directors remain confident that the Group has sufficient cash resources
for a period of at least twelve months from the date of approval of these
consolidated financial statements and accordingly, the Directors have
concluded that it is appropriate to continue to adopt the going concern basis
in preparing these consolidated financial statements.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of
Brave Bison Group plc and all its subsidiary undertakings up to 31 December
2022, with comparative information presented for the year ended 31 December
2021. No profit and loss account is presented for Brave Bison Group plc as
permitted by section 408 of the Companies Act 2006.
Subsidiaries are all entities over which the Group has the power to control
the financial and operating policies and is exposed to or has rights over
variable returns from its involvements with the investee and has the power to
affect returns. Brave Bison Group plc obtains and exercises control through
more than half of the voting rights for all its subsidiaries. All subsidiaries
have a reporting date of 31 December and are consolidated from the acquisition
date, which is the date from which control passes to Brave Bison Group plc.
Entities other than subsidiaries or joint ventures, in which the Group has a
participating interest and over whose operating and financial policies the
Group exercises significant influence, are treated as associates. The results
of associate undertakings are consolidated under the equity method of
accounting. The Group applies uniform accounting policies and all intra-group
transactions, balances, income and expenses are eliminated on consolidation.
Unrealised gains and losses on transactions between Group companies are
eliminated. Where recognised losses on intra-group asset sales are reversed on
consolidation, the underlying asset is also tested for impairment from a Group
perspective.
Business combinations are accounted for using the acquisition method. The
acquisition method involves the recognition at fair value of all identifiable
assets and liabilities, including contingent liabilities of the subsidiary, at
the acquisition date, regardless of whether or not they were recorded in the
financial statements of the subsidiary prior to acquisition. On initial
recognition, the assets and liabilities of the subsidiary are included in the
consolidated statement of financial position at their fair values, which are
also used as the basis for subsequent measurement in accordance with the Group
accounting policies. Goodwill is stated after separating out identifiable
intangible assets. Goodwill represents the excess of acquisition cost over the
fair value of the Group's share of the identifiable net assets of the acquired
subsidiary at the date of acquisition.
Profit or loss and other comprehensive income of subsidiaries acquired or
disposed of during the year are recognised from the effective date of
acquisition, or up to the effective date of disposal, as applicable.
2.2. Adoption of new and revised standards
The Group has applied the following amendments:
· IFRS 3 - Reference to the Conceptual Framework;
· IAS 16 - Property, Plant and Equipment: Proceeds before
intended use ;
· IAS 37 - Onerous Contracts: Cost of Fulfilling a Contract; and
· Annual Improvements to IFRS Standards 2018 - 2020 Cycle.
Other Standards and amendments that are not yet effective and have not been
adopted early by the Company include:
· Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of
Accounting Policies;
· Amendments to IAS 8 - Definition of Accounting Estimates;
· Amendments to IAS 12 - Deferred Tax related to Assets and
Liabilities arising from a Single Transaction;
· Amendments to IAS 1 - Classification of Liabilities as Current or
Non-current;
· Amendments to IAS 1 - Non-current Liabilities with Covenants; and
· Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback.
The directors have assessed the standards above and they will not have a
material impact in future periods.
3 Statement of compliance
The financial statements have been prepared in accordance with the accounting
policies and presentation required by UK adopted International Accounting
Standards, and International Financial Reporting Interpretations Committee
("IFRIC") Interpretations as endorsed for use in the UK. The financial
statements have also been prepared under the historical cost convention and in
accordance with those parts of the Companies Act 2006 that are relevant to
companies that prepare financial statements in accordance with UK adopted
International Accounting Standards.
4 Summary of accounting policies
The Group's presentation and functional currency is £ (Sterling). The
financial statements are presented in thousands of pounds (£000's) unless
otherwise stated.
4.1. Revenue
Revenue is measured at the fair value of the consideration received or
receivable and represents amounts receivable for services provided in the
normal course of business, net of discounts and sales related taxes.
Revenue is recognised when the amount of revenue can be measured reliably, it
is probable that the economic benefits associated with the transaction will
flow to the entity, the costs incurred or to be incurred can be measured
reliably, and when the criteria for each of the Group's different activities
has been met.
The determination of whether the Group is acting as a principal or an agent in
a transaction involves judgement and is based on an assessment of who controls
a specified good or service before it is transferred to a customer.
Significant contracts are reviewed for the indicators of control. The Group
is deemed to be acting as a principal in all significant contracts.
Where the Group's contractual performance obligations have been satisfied in
advance of invoicing the client then unbilled income is recognised on the
Statement of Financial Position. Where the Group's contractual performance
obligations have been satisfied less than amounts invoiced then a contract
liability is recognised.
The accounting policies specific to the Group's key operating revenue
categories are outlined below:
Advertising revenue:
· Ad-funded YouTube channel management of third party content
owners' videos. Revenue is recognised at the point in time when the
performance obligation of delivering monetised views occurs; and
· Monetisation of the Group's owned and operated brands and videos
via platforms such as Facebook and Snapchat. Revenue is recognised at the
point in time when the performance obligation of delivering monetised views
occurs.
Fee Based Service revenue:
· Social Media and Influencer services. Providing social media
consultancy and strategy services, and providing creative and influencer
management services. Revenue from providing these services is recognised
over the time that the performance obligations to provide services are
satisfied;
· License fee revenues for the Group's own content and third
parties' content are recognised at the point in time when the performance
obligation of delivering the content is satisfied;
· Performance marketing services. Revenue from providing these
services is recognised over the time that the performance obligations to
provide services are satisfied; and
· Technology services. Revenue from providing these services is
recognised over the time that the performance obligations to provide services
are satisfied.
4.2. Interest and dividend income
Interest income and expenses are reported on an accrual basis using the
effective interest method. Dividend income, other than from investments in
associates, is recognised at the time the right to receive payment is
established.
4.3. Government grants
Government grants are recognised at the fair value of the asset received or
receivable when there is reasonable assurance that the grant conditions will
be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the
performance conditions are met. Where a grant does not specify performance
conditions it is recognised in income when the proceeds are received or
receivable. A grant received before the recognition criteria are satisfied is
recognised as a liability. Government grants are presented as a deduction from
the related expense.
4.4. Foreign currency translation
Transactions in foreign currencies are translated at the exchange rate ruling
at the date of the transaction. Monetary assets and liabilities in foreign
currencies are translated at the rates of exchange ruling at the balance sheet
date. Non-monetary items that are measured at historical cost in a foreign
currency are translated at the exchange rate at the date of the transaction.
Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was
determined.
Any exchange differences arising on the settlement of monetary items or on
translating monetary items at rates different from those at which they were
initially recorded are recognised in the profit or loss in the period in which
they arise.
The assets and liabilities in the financial statements of foreign subsidiaries
and related goodwill are translated at the rate of exchange ruling at the
balance sheet date. Income and expenses are translated at the actual rate on
the date of transaction. The exchange differences arising from the
retranslation of the opening net investment in subsidiaries and on income and
expenses during the year are recognised in other comprehensive income and
taken to the "translation reserve" in equity. On disposal of a foreign
operation the cumulative translation differences (including, if applicable,
gains and losses on related hedges) are transferred to the income statement as
part of the gain or loss on disposal.
4.5. Segment reporting
IFRS 8 Operating Segments requires operating segments to be identified on the
same basis as is used internally for the review of performance and allocation
of resources by the Group Chief Executive (chief operating decision maker -
CODM).
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, but view the business as
having 2 key pillars, being the Media Network and the Digital Advertising and
Technology Services. The Group will provide a split between these two
pillars, as well as a split by geographical location. Segmental information
is presented in accordance with IFRS 8 for all periods presented within Note
6.
4.6. Leasing
For any new contracts entered into on or after 1 January 2019, the Group
considers whether a contract is, or contains a lease. A lease is defined as 'a
contract, or part of a contract, that conveys the right to use an assed (the
underlying asset) for a period of time in exchange for consideration'. To
apply this definition the Group assesses whether the contract meets three key
evaluations which are whether:
· The contract contains an identified asset, which is either
explicitly identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Group;
· The Group has the right to obtain substantially all of the
economic benefits from use of the identified asset throughout the period of
use, considering its rights within the defined scope of the contract; and
· The Group has the right to direct the use of the identified asset
throughout the period of use. The Group assess whether it has the right to
direct 'how and for what purpose' the asset is used throughout the period of
use.
At lease commencement date, the Group recognises a right-of-use asset and a
lease liability on the balance sheet. The right-of-use asset is measured at
cost, which is made up of the initial measurement of the lease liability, any
initial direct costs incurred by the Group, an estimate of any costs to
dismantle and remove the asset at the end of the lease, and any lease payments
made in advance of the lease commencement date (net of any incentives
received).
The Group depreciates the right-of-use assets on a straight-line basis from
the lease commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The Group also assesses
the right-of-use asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the
present value of the lease payments unpaid at that date, discounted using the
interest rate implicit in the lease if that rate is readily available or the
Group's incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up
of fixed payments (including in substance fixed), variable payments based on
an index or rate, amounts expected to be payable under a residual value
guarantee and payments arising from options reasonably certain to be
exercised.
Subsequent to initial measurement, the liability will be reduced for payments
made and increased for interest. It is remeasured to reflect any reassessment
or modification, or if there are changes in in-substance fixed payments.
When the lease liability is remeasured, the corresponding adjustment is
reflected in the right-of-use asset, or profit and loss if the right-of-use is
already reduced to zero.
The Group has elected to account for short-term leases and leases of low-value
assets using the practical expedients. Instead of recognising a right-of-use
asset and lease liability, the payments in relation to these are recognised as
an expense in the profit or loss on a straight-line basis over the lease term.
On the statement of financial position, right-of-use assets have been included
in property, plant and equipment and lease liabilities have been included in
trade and other payables.
4.7. Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated
depreciation and impairment. Depreciation is calculated to write down the
cost less estimated residual value of all property, plant and equipment by
equal annual instalments over their expected useful lives less estimated
residual values, using the straight line method. The rates generally
applicable are:
· Fixtures & Fittings - 3 years or over remaining lease term
· Computer Equipment - 3 years
The gain or loss arising on the disposal or retirement of an item of property,
plant and equipment is determined as the difference between the sales proceeds
and the carrying amount of the asset and is recognised in profit or loss.
The assets' residual value and useful lives are reviewed, and adjusted if
required, at each balance sheet date. The carrying amount of an asset is
written down immediately to its recoverable amount if the carrying amount is
greater than its estimated recoverable amount.
The Group depreciates the right-of-use assets on a straight-line basis from
the lease commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The Group also assesses
the right-of-use asset for impairment when such indicators exist.
4.8. Impairment of property, plant and equipment
At each balance sheet date, the Group reviews the carrying amounts of its
property, plant and equipment to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the Group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and
value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific
to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit or loss.
Intangible assets
An intangible asset, which is an identifiable non-monetary asset without
physical substance, is recognised to the extent that it is probable that the
expected future economic benefits attributable to the asset will flow to the
Group and that its cost can be measured reliably. The asset is deemed to be
identifiable when it is separable or when it arises from contractual or other
legal rights.
Intangible assets acquired as part of a business combination, are shown at
fair value at the date of the acquisition less accumulated amortisation.
Amortisation is charged on a straight line basis to profit or loss. The
rates applicable, which represent the Directors' best estimate of the useful
economic life, are:
· Customer relationships - 5 to 10 years
· Online channel content - 3 to 5 years
· Brands - 3 years
· Technology - 1 to 5 years
Goodwill is not amortised but is instead reviewed for impairment on an annual
basis as outlined below.
4.9. Impairment of intangible assets
At each balance sheet date, the Group reviews the carrying amounts of its
intangible assets and goodwill to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the Group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and
value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific
to the asset.
If the recoverable amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised immediately in profit or
loss.
4.10. Development costs
Expenditure on the research phase of an internal project is recognised as an
expense in the period in which it is incurred. Development costs incurred on
specific projects are capitalised when all the following conditions are
satisfied:
· Completion of the asset is technically feasible so that it
will be available for use or sale;
· The Group intends to complete the asset and use or sell it;
· The Group has the ability to use or sell the asset and the
asset will generate probable future economic benefits (over and above cost);
· There are adequate technical, financial and other resources
to complete the development and to use or sell the asset; and
· The expenditure attributable to the asset during its
development can be measured reliably.
Development costs not meeting the criteria for capitalisation are expensed as
incurred. The cost of an internally generated asset comprises all directly
attributable costs necessary to create, produce and prepare the asset to be
capable of operating in the manner intended by management. Directly
attributable costs include employee (other than Director) costs incurred along
with third party costs.
Judgement by the Directors is applied when deciding whether the recognition
requirements for development costs have been met. Judgements are based on
the information available at the time when costs are incurred. In addition,
all internal activities related to the research and development of new
projects is continuously monitored by the Directors.
4.11. Investments in associates and joint ventures
Investments in associates and joint ventures are accounted for using the
equity method. The carrying amount of the investment in associates and joint
ventures is increased or decreased to recognise the Group's share of the
profit or loss and other comprehensive income of the associate or joint
venture, adjusted where necessary to ensure consistency with the accounting
policies of the Group.
4.12. Taxation
Tax expenses recognised in profit or loss comprise the sum of the tax
currently payable and deferred tax not recognised in other comprehensive
income or directly in equity.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the statement of comprehensive
income because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable
or deductible. The Group's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and are accounted for using
the liability method. Deferred tax liabilities are generally recognised for
all taxable temporary differences, and deferred tax assets are generally
recognised for all deductible temporary differences to the extent that it is
probable that taxable profits will be available against which those deductible
temporary differences can be recognised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the
accounting profit. Deferred tax liabilities are recognised for taxable
temporary differences associated with investments in subsidiaries except where
the Group is able to control the reversal of the temporary difference and it
is probable that the temporary difference will not reverse in the foreseeable
future. Deferred tax assets arising from deductible temporary differences
associated with such investments are only recognised to the extent that it is
probable that there will be sufficient taxable profits against which to
recognise the benefits of the temporary differences and they are expected to
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax assets and liabilities are measured at the tax rates
that are expected to apply in the period in which the liability is settled or
the asset recognised based on tax rates (and tax laws) that have been enacted
or substantively enacted by the balance sheet date. The measurement of
deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Group expects, at the reporting date, to
recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
4.13. Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised with the Group
becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and
substantially all the risks and rewards are transferred. A financial liability
is derecognised when it is extinguished, discharged, cancelled or expires.
Loan and other receivables
The Group accounts for loan and other receivables by recording the loss
allowance as lifetime expected credit losses. These are shortfalls in
contractual cash flows, considering the potential for default at any point
during the life of the financial instrument. The Group uses its historical
experience, external indicators and forward-looking information to calculate
expected credit losses.
Trade and other payables
Trade and other payables are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective interest method.
Contract assets and liabilities
The Group does not adjust the promised amount of consideration for the effects
of a significant financing component if the entity expects, at contract
inception, that the period between when the entity transfers a promised good
or service to a customer and when the customer pays for that good or service
will be one year or less.
4.14. Equity, reserves and dividend payments
Share capital
Share capital represents the nominal value of shares that have been issued.
Share premium
Share premium includes any premiums received on issue of share capital. Any
transaction costs associated with the issuing of shares are deducted from
share premium arising on those shares, net of any related income tax benefits.
Retained deficits
Retained deficits include all current and prior period retained profits or
losses. It also includes credits arising from share based payment charges.
Translation reserve
Translation reserve represents the differences arising from translation of
investments in overseas subsidiaries.
Merger reserve
The merger reserve is created when group reconstruction accounting is applied.
The difference between the cost of investment and the nominal value of the
share capital acquired is recognised in a merger reserve.
Merger relief reserve
Where the following conditions are met, any excess consideration received over
the nominal value of the shares issued is recognised in the merger relief
reserve:
· the consideration for shares in another company includes issued
shares; and
· on completion of the transaction, the company issuing the shares
will have secured at least a 90% equity holding in the other company.
Capital redemption reserve
Where the Company purchases its own equity share capital, on cancellation, the
nominal value of the shares cancelled is deducted from share capital and the
amount is transferred to the capital redemption reserve.
Dividend distributions payable to equity shareholders are included in 'other
liabilities' when the dividends have been approved in a general meeting prior
to the reporting date.
4.15. Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, together with other short-term highly liquid investments that are
readily convertible into known amounts of cash having maturities of 3 months
or less from inception and which are subject to an insignificant risk of
change in value, and bank overdrafts.
4.16. Employee benefits
The Group operates two schemes on behalf of its employees, private healthcare
and a defined contribution pension plan and amounts due are expensed as they
fall due.
4.17. Share based payments
Employees (including Directors) of the Group received remuneration in the form
of share-based payment transactions, whereby employees render services in
exchange for rights over shares ('equity-settled transactions'). The Group
has applied the requirements of IFRS 2 Share-based payments to all grants of
equity instruments. The transactions have been treated as equity settled.
The cost of equity settled transactions with employees is measured by
reference to the fair value at the grant date of the equity instrument
granted. The fair value is determined by using the Black-Scholes method. The
cost of equity-settled transactions is recognised, together with a
corresponding charge to equity, over the period between the date of grant and
the end of a vesting period, where relevant employees become fully entitled to
the award. The total value of the options has been pro-rated and allocated on
a weighted average basis.
4.18. Restructuring Costs
Restructuring costs relate to corporate re-organisation activities previously
undertaken or announced, as detailed in note 8.
4.19. Provisions
The Group has recognised a provision for the costs to restore leased property
to its original condition, as required by the terms and conditions of the
lease. This is recognised when the obligation is incurred, either at the
commencement date or as a consequence of having used the underlying asset
during a particular period of the lease, at the directors' best estimate of
the expenditure that would be required to restore the assets. Estimates are
regularly reviewed and adjusted as appropriate for new circumstances.
5 Critical accounting judgements and key sources of estimation
uncertainty
The preparation of financial statements under UK adopted International
Accounting Standards requires the Group to make estimates and assumptions that
affect the application of policies and reported amounts. Estimates and
judgements are continually evaluated and are based on historical experience
and other factors including expectations of future events that are believed to
be reasonable under the circumstances. Actual results may differ from these
estimates. The estimates and assumptions which have a risk of causing a
material adjustment to the carrying amount of assets and liabilities are
discussed below.
5.1. Critical accounting judgements
Intangible assets and impairment
The Group recognises the intangible assets acquired as part of business
combinations at fair value at the date of acquisition. The determination of
these fair values is determined by experts engaged by management and based
upon management's and the Directors' judgement and includes assumptions on the
timing and amount of future incremental cash flows generated by the assets and
selection of an appropriate discount rate. Furthermore management must
estimate the expected useful lives of intangible assets and charge
amortisation on these assets accordingly.
Trade receivables' recovery
Within trade debtors there is a balance of £0.7 million (2021: £0.7 million)
which is over one year in age which the Group has judged it not necessary to
provide for. This is because it believes it is recoverable, since there is a
trade payable balance of £0.8 million (2021: £0.8 million) with the same
company, and the Group is anticipating reaching agreement that these balances
may be set off against each other.
Treatment of revenue as agent or principal
The determination of whether the Group is acting as a principal or an agent in
a transaction involves judgment and is based on an assessment of who controls
a specified good or service before it is transferred to a customer.
Significant contracts are reviewed for the indicators of control. These
include if the Group is primarily responsible for fulfilling the promise to
provide the good or service, if the Group has inventory risk before the good
or services has been transferred to the customer and if the Group has
discretion in establishing the price for the good or service.
Deferred taxation
Deferred tax assets are recognised in respect of tax loss carry forwards only
to the extent that the realisation of the related tax benefit through future
taxable profits is probable.
Greenlight acquisition and purchase price allocation
The purchase price allocation of the Greenlight acquisition was fully assessed
in the year, within the one year IFRS 3 measurement period from the date of
acquisition, and acquired intangibles were identified and a full valuation
exercise carried out in relation to the Greenlight trade name and the customer
relationships. The purchase price has been reallocated accordingly.
Best Response Media acquisition and purchase price allocation
The purchase price allocation of the Best Response Media acquisition was
provisionally assessed, and the Group judged that at the interim valuation
stage it was not able to reliably estimate the fair value of acquired
intangibles and therefore the excess of consideration over fair value of other
assets and liabilities has been allocated to goodwill. A full valuation
exercise will be completed within the one year IFRS3 measurement period from
the date of acquisition which may recognise additional intangible assets
separately from goodwill.
5.2. Estimates
Share based payment charges
The Group is required to measure the fair value of its share based payments.
The fair value is determined using the Black-Scholes method which requires
assumptions regarding exchange rate volatility, the risk free rate, share
price volatility and the expected life of the share based payment. Exchange
rate volatility is calculated using historic data over the past three years.
The volatility of the Group's share price has been calculated as the average
of similar listed companies over the preceding periods. The risk-free rate
range used is between 0% and 1.25% and management, including the Directors,
have estimated the expected life of most share based payments to be 4 years.
Bad debt provision
Recoverability of some receivables may be doubtful although not definitely
irrecoverable. Where management feel recoverability is in doubt an appropriate
provision is made for the possibility that the amounts may not be recovered in
full. Provisions are made using past experience however subjectivity is
involved when assessing the level of provision required.
6 Segment Reporting
Geographic 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.
2022 2021
Revenue £000's £000's
United Kingdom & Europe 28,493 17,548
Asia Pacific 311 894
Rest of the world 2,848 3,218
Total revenue 31,652 21,660
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, a detailed overview can be found in the Strategic Report.
Revenue 2022 2021
£000's £000's
Advertising 11,905 14,329
Fee based services 19,747 7,331
Total revenue 31,652 21,660
Gross profit 2022 2021
£000's £000's
Advertising 2,945 3,044
Fee based services 14,003 4,762
Total gross profit 16,948 7,806
Timing of revenue recognition
The following table includes revenue from contracts disaggregated by the
timing of recognition.
2022 2021
£000's £000's
Products and services transferred at a point in time 11,968 14,432
Products and services transferred over time 19,684 7,228
Total revenue 31,652 21,660
7 Operating Profit and Profit before taxation
The operating profit and the profit before taxation are stated after:
2022 2021
£000's £000's
Auditor's remuneration:
- Audit services 178 80
- Audit related services 10 5
- Tax compliance 49 8
Operating lease rentals - land and buildings on short term leases - 56
Depreciation: property, plant and equipment 382 279
Impairment of intangible assets 456 -
Amortisation of intangible assets 215 34
Foreign exchange loss 23 28
8 Restructuring costs
2022 2021
£000's £000's
Restructuring costs 62 176
Restructuring costs in 2021 and 2022 relate to corporate reorganisation
activities as a result of the acquisition of Greenlight, and costs associated
with setting up a Bulgarian subsidiary and transferring employees into this
entity.
9 Finance income and costs
2022 2021
£000's £000's
Bank interest 80 -
2022 2021
£000's £000's
Interest expense for leasing arrangements 71 62
Interest on bank loans 15 5
86 67
10 Income tax credit
Major components of tax credit:
2022 2021
£000's £000's
Current tax:
UK corporation tax at 19.00% (2021: 19.00%) (36) -
Overseas tax 1 -
Prior year adjustment (522)
Total current tax (557) -
Deferred Tax: (148) -
Originations and reversal of temporary differences (Note 16)
Adjustments to tax charge in respect of previous periods - deferred tax 78
Effect of tax rate change on opening balances 3 -
Tax credit on profit/loss on ordinary activities (67) -
UK corporation tax is calculated at 19.00% (2021: 19.00%) of the estimated
assessable loss for the year. Taxation for other jurisdictions is calculated
at the rates prevailing in those jurisdictions.
The credit for the year can be reconciled to the loss per the income statement
as follows:
Reconciliation of effective tax rate:
2022 2021
£000's £000's
Profit on ordinary activities before tax 1,456 458
Income tax using the Company's domestic tax rate 19.00% (2021: 19.00%) 277 87
Effect of:
Property, plant and equipment differences (3) (39)
Intangible asset differences (154)
Expenses not deductible for tax purposes 185 175
Other permanent differences (11) (55)
R&D tax credit claim in respect of previous periods - current tax (522) (17)
Adjustments to tax charge in respect of previous periods - deferred tax 78 -
Remeasurement of deferred tax for changes in tax rates 3 -
Difference in tax rates (3) -
Unutilised tax losses carried forward (474) (151)
Total tax credit for the year (624) -
11 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 2021 or 2022. 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.
2022 2021
Weighted average number of ordinary shares 1,080,816,000 768,367,147
Dilution due to share options 62,176,266 57,637,981
Total weighted average number of ordinary shares 1,142,992,266 826,005,128
Basic earnings per ordinary share (pence) 0.19p 0.06p
Diluted earnings per ordinary share (pence) 0.18p 0.06p
Adjusted basic earnings per ordinary share (pence) 0.27p 0.18p
Adjusted diluted earnings per ordinary share (pence) 0.26p 0.17p
2022 2021
£000's £000's
Profit for the year attributable to ordinary shareholders 2,080 458
Equity settled share based payments 387 62
Restructuring costs 62 176
Acquisition costs 56 686
Impairment charge 456 -
Amortisation of acquired intangibles 215 34
Tax credit (624) -
Adjusted earnings for the year attributable to the equity shareholders 2,632 1,416
12 Directors and employees
The average number of persons (including Directors) employed by the Group
during the year was:
2022 2021
Number Number
Sales, production and operations 137 60
Support services and senior executives 25 15
162 75
The aggregate cost of these employees was:
2022 2021
£000's £000's
Wages and salaries 5,610 3,558
Payroll taxes 718 341
Pension contributions 333 183
6,661 4,082
Directors emoluments paid during the period and included in the above figures
were:
2022 2021
£000's £000's
Emoluments 446 304
446 304
The highest paid Director received emoluments totalling £0.2 million (2021:
£0.2 million). The amount of share based payments charge (see Note 24)
which relates to the Directors was £0.3 million. (2021: £0.1 million
charge). The key management of the Group are the executive members of Brave
Bison Group plc's Board of Directors. Key management personnel remuneration
includes the following expenses:
2022 2021
£000's £000's
Salaries including bonuses 391 273
Social security costs 54 38
Total Emoluments 445 311
13 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 1 January 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
Reallocation of Goodwill (1,379) - - 456 1,360 437
Additions 239 - - - - 239
At 31 December 2022 40,090 2,034 5,213 729 20,692 68,758
Amortisation and impairment
At 1 January 2021 35,075 1,890 5,213 273 19,332 61,783
Charge for the year - 34 - - - 34
At 31 December 2021 35,075 1,924 5,213 273 19,332 61,817
Charge for the year - 34 - - 181 215
Impairment charge - - - 456 - 456
At 31 December 2022 35,075 1,958 5,213 729 19,513 62,486
Net Book Value
At 31 December 2020 - 144 - - - 144
At 31 December 2021 6,155 110 - - - 6,265
At 31 December 2022 5,015 76 - - 1,179 6,270
During the year the Group acquired Best Response Media Limited and capitalised
goodwill of £0.2 million.
Goodwill is not amortised, but tested annually for impairment with the
recoverable amount being determined from value in use calculations.
The recoverable amount of the intangible assets has been determined based on
value in use. Value in use has been determined based on future cash flows
after considering current economic conditions and trends, estimated future
operating results, growth rates and anticipated future economic conditions.
During the year, within the one year IFRS 3 measurement period from the date
of acquisition, the Group carried out a full fair value adjustment exercise in
relation to the acquisition of Greenlight Digital and Greenlight Commerce on 1
September 2021. As a result intangible assets have been identified in
relation to the Greenlight trade name and the customer relationships, and
amounts allocated to goodwill at the interim valuation have been reallocated
to these intangible assets. An amount has also been reallocated to deferred
tax liabilities resulting in an overall increase of intangible assets related
to the Greenlight acquisition of £0.4 million.
As at 31 December 2022, the intangible assets were assessed for impairment.
The Greenlight trade names were fully impaired as they are no longer in use
following a re-branding during the year. The impairment charge was
£0.5million (2021: £nil). The customer relationships acquired as part of the
Greenlight acquisitions are being amortised over 10 years.
The estimated cash flows for a period of 5 years were developed using internal
forecasts, and a pre-tax discount rate of 10%. The cash flows beyond 5 years
have been extrapolated assuming nil growth rates. The key assumptions are
based on growth of existing and new customers and forecasts, which are
determined through a combination of management's views, market estimates and
forecasts and other sector information.
14 Property, plant and equipment
Right of Use asset Leasehold Improvements Computer Equipment Fixtures & Total
Fittings
£000's £000's £000's £000's £000's
Cost
At 1 January 2021 1,035 - 902 220 2,157
Additions - - 34 - 34
Acquisition of subsidiary 719 11 36 - 766
At 31 December 2021 1,754 11 972 220 2,957
Additions - - 54 27 81
Acquisition of subsidiary - - 1 - 1
Disposals - - (904) (220) (1,124)
At 31 December 2022 1,754 11 123 27 1,915
Depreciation and impairment
At 1 January 2021 889 - 899 218 2,006
Charge for the year 256 2 19 2 279
At 31 December 2021 1,145 2 918 220 2,285
Charge for the year 333 6 41 2 382
Disposals - - (904) (220) (1,124)
At 31 December 2022 1,478 8 55 2 1,543
Net Book Value
At 31 December 2020 146 - 3 2 151
At 31 December 2021 609 9 54 - 672
At 31 December 2022 276 3 68 25 372
15 Impairment charge
2022 2021
£000's £000's
Impairment of intangible assets 456 -
Total impairment charge 456 -
During the year the Group assessed the value in use of the Greenlight Digital
and Greenlight Commerce brand names. As a result of the rebranding of
Greenlight Digital to Brave Bison Performance and Greenlight Commerce to Brave
Bison Commerce, the value in use of the brands was assessed to be zero.
16 Deferred taxation assets and liabilities
Deferred tax recognised:
2022 2021
£000's £000's
Deferred tax
Deferred tax asset 48 135
Deferred tax liability (283) -
(235) 135
Unutilised tax losses carried forward which have not been recognised as a
deferred tax asset at 31 December 2022 were £49.9 million (2021: £52.4
million). These have not been recognised due to uncertainty about future
consistent taxable profits. Deferred tax has been calculated at a rate of 25%
given the change in rate which has been substantively enacted at the statement
of financial position date.
Reconciliation of movement in deferred tax
Deferred tax on intangible assets
£000's
As at December 2020 -
Addition due to acquisition of Greenlight 135
Recognised in the income statement -
As at 31 December 2021 135
Recognised in the income statement 67
Balance arising as a result of the PPA exercise in relation to Greenlight (437)
As at 31 December 2022 (235)
This deferred tax asset relates to short term timing differences and has
therefore been recognised.
17 Trade and other receivables
2022 2021
£000's £000's
Trade receivables 5,613 4,258
Less allowance for credit losses (587) (559)
Net trade receivables 5,026 3,699
Unbilled income 1,737 1,964
Other receivables 663 973
7,426 6,636
The contractual value of trade receivables is £5.6 million (2021: £4.3
million). Their carrying value is assessed to be £5.0 million (2021: £3.7
million) after assessing recoverability. The contractual value and the
carrying value of other receivables are considered to be the same. The Group's
management considers that all financial assets that are not impaired or past
due are of good credit quality.
The ageing analysis of these trade receivables showing fully performing and
past due but not impaired is as follows:
2022 2021
£000's £000's
Not overdue 3,357 1,814
Not more than three months 817 786
More than three months but not more than six months 93 53
More than six months but not more than one year 34 -
More than one year 725 1,046
5,026 3,699
The movement in provision for impairment of trade receivables can be
reconciled as follows:
2022 2021
£000's £000's
Opening provision (559) (40)
Provisions from acquisition of Greenlight - (500)
Provisions from acquisition of Best Response Media (70) -
Receivables provided for during period (359) (40)
Reversal of previous provisions 401 21
(587) (559)
Provisions are created and released on a specific customer level on a monthly
basis when management assesses for possible impairment. At each half year and
year end, management will assess for further impairment based upon expected
credit loss over and above the specific impairments noted throughout the year.
Within trade debtors there is a balance of £0.7 million which is over one
year in age which the Group has judged it not necessary to provide for. This
is because it believes it is recoverable, since there is a similar trade
creditor balance with the same company, and the Group is anticipating reaching
agreement that these balances may be set off against each other.
The other classes within trade and other receivables do not contain impaired
assets.
18 Trade and other payables
2022 2021
£000's £000's
Trade payables 1,366 2,030
Other taxation and social security 945 1,161
Contract liabilities 1,873 1,277
Deferred consideration - 750
Accruals and deferred income 5,126 5,310
9,310 10,528
All amounts are short term and the Directors consider that the carrying value
of trade and other payables are considered to be a reasonable approximation of
fair value.
The average credit period taken for trade purchases was 34 days (2021: 53
days).
Contract liabilities are utilised upon satisfaction of the associated contract
performance obligations. The 2022 contract liability of £1.9 million is
expected to be utilised in the next reporting periods upon satisfaction of the
associated performance obligation. The 2021 contract liability of £1.3
million was recognised within revenue during 2022 upon satisfaction of the
associated performance obligation.
19 Lease Liabilities
Lease liabilities are presented in the statement of financial position as
follows:
2022 2021
£000's £000's
Current 393 629
Non-current - 393
393 1,022
The Group acquired two office leases with the acquisition of Greenlight which
expire in November 2023. Each lease is reflected on the statement of financial
position 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 in 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 years 1 years - -
The lease liabilities are secured by the related underlying assets. Future
minimum lease payments at 31 December 2022 were as follows:
Within one year One to two years Total
£000's £000's £000's
Lease payments 408 - 408
Finance charges (15) - (15)
Net present values 393 - 393
The Group has elected not to recognise a lease liability for short term leases
(leases with an expected term of 12 months or less). Payments made under such
leases are expensed on a straight-line basis.
The Group received a COVID-19 related rent concession during the period of
£nil (2021: £0.1 million). 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 31 December 2022 the Group had not committed to any leases which had not
yet commenced excluding those recognised as a lease liability.
Further information in relation to the right-of-use assets can be found in
note 14.
20 Bank loans
2022 2021
£000's £000's
Loan <1 year 109 108
Loan >1 year 199 308
308 416
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
is secured by a fixed and floating charge over the assets of Greenlight
Digital Limited, 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. During the year the Group agreed a £3mn
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. At the end of 2022
the RCF remained undrawn.
21 Provisions for liabilities
2022 2021
£000's £000's
Dilapidations provision 285 118
285 118
Dilapidation provision
£000's
As at 31 December 2021 118
Additional provision in the year 167
As at 31 December 2022 285
The dilapidations provision represents management's best estimate of the
Group's liability relating to the restoration of the leased property to its
original condition at the end of the lease.
22 Share capital
Ordinary share capital At 31 December 2022 At 31 December 2021
Number £000's Number £000's
Ordinary shares of £0.001 1,080,816,000 1,081 1,080,816,000 1,081
Total ordinary share capital of the Company 1,081 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.
A reconciliation of the movement in share capital during the year is detailed
in Note 23.
23 Reconciliation of share capital
2022 2021
Ordinary Ordinary Share Ordinary Ordinary Share
Shares Capital Shares Capital
Number £000's Number £000's
£0.0000001 £0.0000001
Opening balance 1,080,816,000 1,081 612,821,228 613
Issue of ordinary shares - - 467,994,772 468
Closing balance 1,080,816,000 1,081 1,080,816,000 1,081
24 Share options
During 2022 Brave Bison Limited granted 9,050,000 RSUs, which vest annually
over a 3 year period to senior employees in the business at an exercise price
of 1.75 pence (2021: 26,500,000).
The options were valued using the Black-Scholes valuation model, using the
following assumptions.
2022 2021
Expected option life 4 years 4 years
Expected volatility 50% 50%
Weighted average volatility 50% 50%
Risk-free interest rate 0 - 1.25% 0.75%
Expected dividend yield 0% 0%
Within the assumptions above, a 50% share price volatility has been used, the
assumption is based on the average volatility of similar listed companies over
the preceding periods and reviewed against the actual volatility of the Group
during the year.
The charge included within the financial statements for share options for the
year to 31 December 2022 is a £0.1 million (2021: £0.1 million). There is
a further charge of £0.3 million within share based payments which relates to
an LTIP, which is detailed in the Directors Remuneration Report.
Details of the options issued under the approved scheme are as follows: Number Weighted average exercise price
For the year ended 31 December 2021
Outstanding at the beginning of the year 42,560,773 0.7p
Granted during the year 26,500,000 1.4p
Exercised during the year (5,838,212) (0.3)p
Cancelled during the year (4,391,721) (0.8)p
Outstanding at the end of the year 58,830,840 0.8p
Exercisable at the end of the year 6,671,999 1.2p
Details of the options issued under the approved scheme are as follows: Number Weighted average exercise price
For the year ended 31 December 2022
Outstanding at the beginning of the year 58,830,840 0.8p
Granted during the year 9,050,000 1.8p
Exercised during the year - -
Cancelled during the year (4,511,715) (1.1)p
Outstanding at the end of the year 63,369,125 1.0p
Exercisable at the end of the year 19,874,140 1.0p
Share options expire after 10 years, the options above expiring between August
2024 and December 2032.
25 Undertakings included in the financial statements
The consolidated financial statements include:
Class of Country of Proportion Nature of business
share held incorporation held
Direct subsidiary
Brave Bison 2021 Limited Ordinary UK 100% Non-trading
Indirect subsidiaries
Brave Bison Limited Ordinary UK 100% Online video distribution
Greenlight Digital Limited Ordinary UK 100% Performance marketing
Greenlight Commerce Limited Ordinary UK 100% Commerce agency
Best Response Media Limited Ordinary UK 100% Commerce agency
Brave Bison Bulgaria EOOD Ordinary Bulgaria 100% Web development
Rightster India LLP Ordinary India 100% Non-trading
Viral Management Limited Ordinary UK 100% Non-trading
Base 79 Limited Ordinary UK 100% Non-trading
Base 79 Iberia SL Ordinary Spain 100% Non-trading
Brave Bison Asia Pacific Pte Ordinary Singapore 100% Online video distribution
All subsidiaries are exempt from an audit with the exception of Brave Bison
Limited, Brave Bison Asia Pacific Pte and Greenlight Digital Limited.
Greenlight Commerce Limited is taking the s479A exemption from audit.
During the year, 100% of the ordinary share capital of Brave Bison Limited,
Greenlight Digital Limited and Greenlight Commerce Limited was transferred to
Brave Bison 2021 Limited.
26 Financial Instruments
Categories of financial instruments As at 31 As at 31
December December
2022 2021
£000's £000's
Financial assets at amortised cost
Trade and other receivables 6,167 6,285
Cash and bank balances 6,485 5,906
12,652 12,191
Financial liabilities at amortised cost
Trade and other payables 8,067 9,811
Lease liabilities 393 1,022
8,460 10,833
Financial risk management
The Group's financial instruments comprise cash and liquid resources and
various items, such as trade receivables and trade payables that arise
directly from its operations. The main purpose of these financial instruments
is to raise finance for the Group's operations. The principal financial risks
faced by the Group are liquidity, foreign currency and credit risks. The
policies and strategies for managing these risks are summarised as follows:
Foreign currency risk
Transactional foreign currency exposures arise from both the export of
services from the UK to overseas clients, and from the import of services
directly sourced from overseas suppliers. The Group is primarily exposed to
foreign exchange in relation to movements in sterling against the US Dollar,
the Euro and the Singapore Dollar.
The Group does not use derivatives to hedge translation exposures. All gains
and losses are recognised in profit or loss on translation at the reporting
date. The Group's current exposures in respect of currency risk are as
follows:
Sterling US Dollar Singapore Dollar Euro Other Total
£000's £000's £000's £000's £000's £000's
Financial assets 9,297 2,606 22 266 - 12,191
Financial liabilities (8,095) (2,347) (178) (141) (72) (10,833)
Total exposure at 1,202 259 (156) 125 (72) 1,358
31 December 2021
Financial assets 11,106 888 19 600 40 12,653
Financial liabilities (6,654) (1,595) (59) (52) (100) (8,460)
Total exposure at 4,452 (707) (40) 548 (60) 4,193
31 December 2022
Sensitivity analysis
The table below illustrates the estimated impact on profit or loss as a result
of market movements in the US Dollar, Singapore Dollar, Euro and Sterling
exchange rate.
10% 10% 10% 10% 10% 10%
Impact on loss and equity Increase US Dollars Decrease US Dollars Increase Singapore Dollars Decrease Singapore Dollars Increase Euro Decrease Euro
£000's £000's £000's £000's £000's £000's
For the year to 31 December 2021 (26) 26 16 (16) (13) 13
For the year to 31 December 2022 71 (71) 4 (4) (55) 55
Credit risk
The Group's principal financial assets are cash and cash equivalents and trade
and other receivables. The Group has no significant concentration of credit
risk and manages this by running quarterly credit checks and setting
appropriate credit limits. The maximum exposure to credit risk is that shown
within the balance sheet. Management has assessed the exposure to credit
risk and has provided against any items which is considered to be high risk.
Liquidity/funding risk
The Group's funding strategy is to ensure a mix of funding sources offering
flexibility and cost effectiveness to match the requirements of the Group.
Interest rate risk
The Group holds the majority of its cash and cash equivalents in corporate
current accounts and interest bearing money market accounts. These accounts
offer a competitive interest rate with the advantage of quick access to the
funds. The Group is in a net cash positive position and management consider
there to be a low level of risk.
Capital policy
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain a capital
structure that optimises the cost of capital.
The Group manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
stakeholders through the optimisation of the debt and equity balance. The
capital structure of the Group consists of cash and cash equivalents as
disclosed in the statement of financial position and equity attributable to
equity holders of the parent, comprising issued capital, reserves and retained
earnings as disclosed in the consolidated statement of changes in equity.
Debt is defined as long and short-term borrowings (excluding derivatives).
Equity includes all capital and reserves of the Group that are managed as
capital.
Financial instruments measured at fair value
Financial assets and financial liabilities measured at fair value in the
statement of financial position are grouped into three levels of fair value
hierarchy. This grouping is determined based on the lowest level of
significant inputs used in fair value measurement, as follows:
· level 1 - quoted prices (unadjusted) in active markets for
identical assets or liabilities;
· level 2 - inputs other than quoted prices included within level 1
that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
· level 3 - inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
The Group categorises all financial assets and liabilities as level 1.
Maturity analysis
Set out below is a maturity analysis for non-derivative financial liabilities.
The amounts disclosed are based on contractual undiscounted cash flows. The
table includes both interest and principal cash flows. The Group had no
derivative financial liabilities at either reporting date.
Total Less than 1-3 3-5
1 Year Years Years
£000's £000's £000's £000's
As at 31 December 2021
Trade and other payables 9,811 9,811 - -
Leases liabilities 1,022 629 393 -
As at 31 December 2022
Trade and other payables 8,068 8,068 - -
Lease liabilities 393 393 - -
27 Transactions with Directors and other related parties
Transactions with associates and related parties during the year were:
2022 2021
£000's £000's
Amounts charged to Tangent Marketing Services Limited by Brave Bison
Recharge for HR related salary 36 24
Recharge for IT related salary 33 -
Recharge for support staff salary 13 -
Charge for property related costs 107 32
Charge for client related work 43 6
Recharge of other staff costs 8 -
240 62
2022 2021
£000's £000's
Amounts charged to Brave Bison by Tangent Marketing Services Limited
Recharge for IT related salary 3 13
Charge for marketing related services - 27
Charge for client related work 9 4
12 44
2022 2021
£000's £000's
Amounts charged to Printed Group Limited by Brave Bison
Recharge for property related costs 50 -
50 -
At 31 At 31
December December
2022 2021
£000's £000's
Amounts owed to Tangent Marketing Services Limited 17 5
Amounts owed by Tangent Marketing Services Limited 68 4
Amounts owed by Printed Group Limited 20 4
Tangent Marketing Services Limited is a related party by virtue of its common
ownership with Greenspan Investments Limited, which has a shareholding in
Brave Bison Group. Printed Group Limited is a related party due to Oliver
Green and Theodore Green being Directors of both companies. 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.
28 Reconciliation of liabilities arising from financing activities
Lease Liabilities Bank loans > 1 year Bank loans < 1 year Total
£000's £000's £000's £000's
At 31 December 2021 1,022 308 108 1,438
Cashflows (629) (109) 1 (737)
At 31 December 2022 393 199 109 701
29 Acquisitions
During the year, the Group carried out a full fair value adjustment exercise
in relation to the acquisition of Greenlight Digital on 1 September 2021. As
a result intangible assets have been identified in relation to the Greenlight
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 5,686 (1,140) 4,546
Brands - 346 346
Customer relationships - 1,155 1,155
Tangible Assets 755 - 755
Trade and other receivables 3,576 - 3,576
Cash and cash equivalents 785 - 785
Current Liabilities (3,679) - (3,679)
Non-current liabilities (722) - (722)
Deferred tax 133 (361) (228)
6,534 - 6,534
During the year, the Group carried out a full fair value adjustment exercise
in relation to the acquisition of Greenlight Commerce on 1 September 2021.
As a result intangible assets have been identified in relation to the
Greenlight 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 469 (239) 230
Brands - 110 110
Customer relationships - 205 205
Trade and other receivables 1,338 - 1,338
Cash and cash equivalents 666 - 666
Current Liabilities (524) - (524)
Deferred tax 2 (76) (74)
1,951 - 1,951
On the 28 April 2022, the Group acquired the entire issued share capital of
Best Response Media Limited. The consideration was financed by existing cash
balances. Best Response Media Limited 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 239 - 239
Tangible Assets 1 - 1
Trade and other receivables 237 - 237
Cash and cash equivalents 840 - 840
Current Liabilities (143) - (143)
1,174 - 1,174
The consideration for the acquisition was as follows:
£000's
Initial cash consideration - paid 962
Completion accounts adjustment - paid 37
Deferred cash consideration - paid 175
1,174
The consolidated Statement of Comprehensive Income includes £0.1 million of
acquisition costs in relation to Best Response Media Limited.
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. 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 £0.5 million revenue and £0.2
million loss to the Group's profit for the period between the date of
acquisition and the reporting date.
If the acquisition of Best Response Media Limited had been completed on the
first day of the financial year, Group revenues for the year would have been
£32 million and Group profit would have been £1.9 million.
29 Post balance sheet events
On the 3(rd) February 2023 the Group announced the purchase of 100% of the
issued share capital of Social Chain Limited. The initial consideration for
the acquisition consisted of a payment of £7.7m. This was partially funded
by way of an oversubscribed vendor placing to raise £4.75 million. Social
Chain is one of the UK's leading social media and influencer marketing
agencies. The completion balance sheet in relation to the acquisition is
still being prepared, and therefore a breakdown of the assets and liabilities
acquired has not been disclosed.
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. END FR NKABDCBKDCQBRecent news on Brave Bison
See all newsREG - AIM - AIM Notice - 28/04/2025
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