REG - Brave Bison Grp PLC - Final Results
22/04/2024 07:00
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RNS Number : 4141L Brave Bison Group PLC 22 April 2024
The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.
22 April 2024
Brave Bison Group plc
("Brave Bison" or the "Company", together with its subsidiaries "the Group")
Annual Results
23% growth in Net Revenue y-o-y
42% growth in Adj. EBITDA y-o-y
2024 trading to date ahead of prior year
Brave Bison, the digital advertising and technology services company, today
announces its audited results for the year ended 31 December 2023 ("FY23").
Summary
Brave Bison is pleased to report another year of healthy growth in revenues,
profitability and cash, with results marginally ahead of market expectations.
Oliver Green, Executive Chairman, commented:
"2023 was another strong year for Brave Bison. We are pleased to report an
increase in net revenue, adjusted EBITDA and adjusted EPS for the third
consecutive year.
The acquisition of SocialChain has transformed our proposition to advertisers
looking to connect with younger and more niche audiences on emerging
platforms. We are now working with a roster of blue-chip global brands across
the business and are able to connect the dots for clients across the holy
trinity of media, technology and content.
2024 trading to date has been ahead of last year and the Board remains
confident of meeting market expectations* for FY24"
* Market expectations for FY24 are to deliver net revenue of £21.0m and Adj.
EBITDA of £4.2m. Net cash is expected to be in excess of £9m at year end
FY23 Financial Highlights
FY23 FY22 Change
Turnover / Billings ((1)) £35.7m £31.7m +13%
Net Revenue / Gross Profit £20.9m £16.9m +23%
Adj. EBITDA ((2)) £4.3m £3.0m +42%
Adj. Profit Before Tax ((3)) £3.6m £2.6m +38%
Adj. Basic EPS ((4)) 0.29p 0.24p +18%
Acquisition Costs (£0.8m) (£0.1m)
Restructuring Costs (£0.8m) (£0.1m)
Share Based Payments (£0.4m) (£0.4m)
Impairment & Amortisation of Acquired Intangibles (£0.4m) (£0.7m)
Profit Before Tax £1.1m £1.5m (24%)
Basic EPS 0.27p 0.19p 42%
Net Cash £6.8m £6.2m +10%
NB: Small apparent errors due to rounding
(1) Turnover / Billings includes pass-through costs such as media spend
and revenue share from platforms and partner channels.
(2) 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 property leases are classified as depreciation and interest,
therefore Adj. EBITDA is stated before deducting these costs.
(3) 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.
(4) Adj. Profit Before Tax divided by the weighted average number of
ordinary shares in issue at year end
· Net Revenue / Gross Profit of £20.9m (FY22: £16.9m), growth of
23% year-on-year, marginally ahead of market expectations
· Adj. EBITDA of £4.3m (FY22: £3.0m), growth of 42% year-on-year,
and Adj. Profit Before Tax of £3.6m (FY22: £2.6m), growth of 38%
year-on-year
· Statutory Profit Before Tax of £1.1m (FY22: £1.5m). The
decrease in statutory profit is the result of the acquisition, and subsequent
restructuring, of SocialChain in H1 FY23, and therefore identified as
exceptional. Recognised during the period were Acquisition Costs of £0.8m
(FY22: £0.1m) relating to professional fees and fundraising fees, and
Restructuring Costs of £0.8m (FY22: £0.1m) relating to staff termination
costs, duplicate property cost and duplicate IT costs
· Adj. Basic EPS of 0.29p (FY22: 0.24p), growth of 18%
year-on-year. Statutory Basic EPS of 0.27p (FY22: 0.19p), growth of 39%
year-on-year due to £2.3m positive tax credit (FY22: £0.6m)
· Net cash of £6.8m, an increase of £2.5m from 30 June 2023 (H1
23: £4.3m) and an increase of £0.6m year-on-year (FY22: £6.2m), with one
acquisition made in the period. Revolving credit facility of £3.0m remains
undrawn, providing further liquidity if required
· Third consecutive year of growth in Net Revenue / Gross Profit,
Adj. EBITDA and Adj. Basic EPS. Net Revenue / Gross Profit has quintupled
since 2020 and Adj. Basic EPS has increased 56% since 2021
FY20 FY21 FY22 FY23
Net Revenue / Gross Profit £4.0m £7.8m £16.9m £20.9m
YoY Growth n/a +95% +117% +23%
Adj. EBITDA £0.1m £1.8m £3.0m £4.3m
YoY Growth n/a +1,700% +67% +42%
Adj. PBT (£0.5 m) £1.4m £2.6m £3.6m
YoY Growth n/a n/a +86% +38%
Adj. Basic EPS (0.08p) 0.18p 0.24p 0.29p
YoY Growth n/a n/a +32% +18%
Net Cash £2.7m £4.7m £6.2m £6.8m
YoY Growth n/a +74% +32% +10%
FY23 Strategic Highlights
· SocialChain, a leading social media advertising and influencer
marketing agency, was acquired during the period and integrated into the Brave
Bison operating platform. The business has been rebranded and relaunched, with
a raft of client wins in the second half of the year including LinkedIn,
Holland & Barrett, John Lewis Partnership and The Army
· Oversubscribed fundraising in February 2023 to raise £4.8m
enabled the acquisition of SocialChain, improved our investment case and
brought new institutional shareholders to Brave Bison
· Record levels of new business during the year with new clients
including Fiskars, Winparts, Markel Group, ProCook, Molson Coors, Purina and
Monday.com
· Further growth in SocialMinds, a podcast and events series for
social media marketeers run by SocialChain. SocialMinds generates
approximately 7,000 monthly downloads and recent guests include leaders from
Booking.com, Pinterest, Reddit and Formula 1
· Launch of Scribe, an artificial intelligence tool that leverages
GPT-3 to produce brand-safe content to improve search engine optimisation and
human reduce copywriting hours
· Successful rollout of company-wide professional services
automation tool to control resourcing and drive margin, and appointment of a
new COO in further pursuit of Operational Excellence
· Total headcount of 251 (FY22: 162), growing in-line with revenue
and taking full advantage of distributed hiring and hybrid working
Outlook
· Trading in 2024 to date has been encouraging and is ahead of the
prior year. The Board is confident in meeting full year market expectations
· In particular, SocialChain has performed well following
significant client wins in Q4 FY23 / Q1 FY24
For further information please contact:
Brave Bison Group plc
Oliver Green, Executive
Chairman
via Cavendish
Theo Green, Chief Growth Officer
Philippa Norridge, Chief Financial Officer
Cavendish Capital Markets
Limited
Tel: +44 (0) 20 7220 0500
Nominated Adviser & Broker
Ben Jeynes / Dan Hodkinson - Corporate Finance
Michael Johnson / Tim Redfern - Sales and ECM
About Brave Bison
Brave Bison (AIM: BBSN) is a digital advertising and technology services
company, headquartered in London with a globally distributed workforce in over
ten countries. The Company provides services to global brand advertisers
through four business units.
Brave Bison Performance is a paid and organic media practice. It plans and
buys digital media on platforms like Google, Meta, TikTok, Amazon and YouTube,
as well as providing search engine optimisation and digital PR services.
Customers include New Balance, Curry's and Asus.
SocialChain is a social media advertising practice. It creates content for
social media platforms, and works with influencers to create and distribute
content. This creative approach ensures that content is more native to the
platform it is on, leading to higher engagements from its audience. Customers
include Holland & Barrett, The Army and General Mills.
Brave Bison Commerce is a digital commerce practice. It builds complex
ecommerce platforms to support digital commerce operations. We are specialist
consultants in composable system architecture, the most advanced technology
available for enterprise customers. Customers include Furniture Village,
Fiskars and Winparts.
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.
Chairman's Review
Brave Bison is a digital advertising and technology services company purpose
built for the digital era. We operate from trend to spend for our customers
and through the marketing funnel, helping our clients to capitalise on the
complexity that now defines the modern marketing landscape.
We charge our customers fees for products and services that include building
their brands on social media, driving ecommerce transactions with personalised
digital advertising campaigns, consulting on digital customer experience and
building websites and apps to deliver seamless user experience and maximise
revenue. We also own and operate a number of sports and entertainment channels
on platforms such as YouTube, Facebook, Instagram and Snap. This network of
channels generates revenue through advertising and acts as a marker to clients
for our strength in growing digital audiences, and our native understanding of
this new social and digital era.
Unlike the legacy advertising networks, our business is fully integrated which
means that clients get access to all of our capabilities from within a single,
unitary structure. The collaboration and connectivity across our business
allows our clients to access specialist expertise across a range of
disciplines and lets us connect the dots to solve marketing problems using the
holy trinity of media, content and technology.
Inside Brave Bison there are four specialist business practices that are
supported by functions for finance, IT, HR, marketing and operations. Our four
business practices work both independently and together to build custom
digital media and technology solutions for our clients to help them stay ahead
of their competition and thrive in an online world.
Brave Bison Performance is our paid and organic media practice. Here we plan
and buy digital media on platforms like Google, Meta, TikTok, Amazon and
YouTube as well as provide search engine optimisation and digital PR services.
Customers include New Balance, Asus and Curry's.
Brave Bison Commerce is our digital commerce practice. Customers engage us to
build complex digital ecommerce platforms and support digital commerce
operations. We are specialist consultants in composable system architecture,
the most advanced technology available for enterprise clients. Customers
include Furniture Village, Fiskars and Winparts.
SocialChain is our social media advertising and influencer marketing practice.
Here we advise clients on how to navigate the various social platforms, create
original social-first content and manage influencers and creators to create
and distribute native content. Customers include KFC, Holland & Barrett
and The Army.
Brave Bison Media Network is a portfolio of sports and entertainment channels
that run across YouTube, Facebook, Snap, TikTok and Instagram. These channels
generate over 1bn 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.
Year in Review
2023 was another strong year for Brave Bison. During the period, net revenue /
gross profit grew by 23% to £20.9m, adjusted profit before tax increased by
38% to £3.6m and we delivered 18% growth in adjusted earnings per share to
0.29p. Our balance sheet was healthy at year end with net cash of £6.8m, an
increase of £0.6m, and an undrawn credit facility of £3.0m.
During the year, the company made its fourth acquisition since myself, Theo
and Philippa joined as executives in 2020. In February 2023, after an
oversubscribed fundraising, we acquired SocialChain
- an industry-defining social media and influencer marketing business that was
founded by entrepreneur and Dragon's Den star Steven Bartlett. As with all
previous acquisitions, we set about integrating the business into the Brave
Bison operating platform. SocialChain was merged with our existing Social
& Influencer operations, and the integration involved an overhaul of the
SocialChain brand proposition and website as well as its systems and processes
for managing resource, delivery and margin.
The restructuring and repositioning of SocialChain saw quick
product-market-fit and we won a number of new clients in the second half of
the year including Holland & Barrett, Warner Bros., Monday.com, Molson
Coors, The Army, Pinterest, LinkedIn, Purina, Aer Lingus and John Lewis
Partnership.
Through SocialChain, Brave Bison is well positioned to capitalise on global
advertisers' increased appetite to invest in social media. More and more of
our clients strive to connect with younger and more niche audiences that do
not use the more intent-led digital channels such as Google / Facebook and are
instead much more active on creator and community-led platforms such as
TikTok, Reddit and Discord.
Brave Bison Performance was able to deliver strong results in the year. The
practice was relatively insulated from the global economic uncertainty, and we
believe this is a result of our focus on using personalised campaigns to drive
direct results for clients, usually culminating with an online transaction and
therefore revenue for our client. This direct response advertising delivers a
high return on media spend and can be directly attributed to our work. New
client wins during the period include Markel Group and ProCook.
Similarly, our Commerce practice was able to show value for our customers
despite challenging end markets. Enterprise retailers take a long-term view
when investing into their digital infrastructure and
this has remained a key focus since Covid-19. We have established ourselves as
expert consultants and partners in composable ecommerce architecture, the most
modern method of systems design that is favoured by senior technology leaders.
New client wins during the period include Fiskars and Winparts.
The Brave Bison Media Network was more exposed to the poor market for
advertising rates, but nonetheless delivered good results on the softer KPIs
such as views and subscriber growth. These operational wins resulted in
renewed and/or extended contracts for 12-24 months with our biggest channel
partners, including PGA Tour, US Open, Alofoke Radio and Le Mans. We are a
leading channel partner for sports rights holders and entertainment companies
on YouTube, and we have confidence in our market position as advertising rates
begin to increase back to normal levels.
Brave Bison prides itself on quality of delivery for clients, as well as its
hybrid-first approach to work, resourcing and hiring. This means that
Operational Excellence is a key priority for Brave Bison at an executive and
Board level. As part of our strategy to consistently strengthen our
operational backbone and ensure we maintain a platform that can integrate with
future acquisitions, we invested in our operations by way of people, process
and technology during the year. We rolled out a new professional services
automation platform that allows us to manage resource, make hiring decisions
and ultimately drive margin improvement as we scale revenue and services in
new markets. Alongside this new tool, Clarity, we bolstered our operations
team and hired a Chief Operating Officer.
To complement our investments in Operational Excellence, we also invested in
our sales and marketing efforts with the hiring of a new Chief Marketing
Officer, as well as the creation of a Chief Business Officer role. These
investments began to show momentum in the final quarter of the year as we
organised a 100-person event for social media marketeers in Manchester at our
Social Minds conference, rolled out a new Brave Bison proposition and moved
into a new London HQ. These investments give us the team and platform to drive
further organic and inorganic growth over the coming years all whilst
benefiting from the operational leverage that now exists inside the business.
Outlook
Although there remains a level of uncertainty across the global economic and
political backdrop, we have confidence in the underlying strength of our
business model and our unique approach to connecting the dots across the holy
trinity of marketing: media, content and technology. Our platform is one that
is primed for further growth and the Board and I look forward to updating
shareholders as we make progress in 2024 and beyond.
Oli Green
Executive Chairman
19 April 2024
CFO's Review
2023 was an exciting year for Brave Bison despite some macro-economic
headwinds. We completed the acquisition of SocialChain in February 2023, which
helped drive an increase in turnover of 13% to £35.7 million (2022: £31.7
million).
Net revenue / gross profit increased by 23% to £20.9 million (2022: £16.9
million) and adjusted profit before tax, a measure of underlying
profitability, increased by 38% to £3.6 million (2022: £2.6 million).
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, Currys, Holland & Barrett, and
Asus. This operation is referred to as "fee based services" in the Group
segmental reporting. Within this operation there are three business units,
Brave Bison Commerce, Brave Bison Performance, and SocialChain by Brave Bison.
Secondly, Brave Bison owns and operates a network of social and digital media
channels. These channels principally exist on platforms such as YouTube, Snap,
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 the Group segmental reporting, and consists of
the Brave Bison Media Network business unit.
The fee based services revenue stream showed good growth during the
year. Turnover increased by 30% to £25.6 million (2022: £19.7 million) and
the gross profit increased by 30% to £18.1 million (2022: £14.0 million).
During the year SocialChain was acquired and successfully integrated into our
platform. While this required some restructuring during the year, as
SocialChain was loss making at the point of acquisition, this was largely
completed in the first half, and it has given us a strong offering in this
fast growing segment of the market.
The advertising revenue stream generated turnover of £10.1 million (2022:
£11.9 million) and approximately 1.4 billion average monthly views (2022: 1.3
billion). Revenue decreased despite increased views due to lower-than-normal
advertising rates as a result of macro-economic factors. The revenue
decrease year-on-year largely relates to channels that are operated by Brave
Bison on a revenue share basis, therefore the underlying gross profit remained
broadly flat at £2.8 million (2022: £2.9 million). Our gross profit from
YouTube, which is our core platform, increased by 8%, helped by record
breaking numbers during both the Australian Open and US Open events. Snap
revenues however declined as the platform was opened up to increased numbers
of shows.
Margins and 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
Company's financial performance.
The adjusted profit margin for the period was 17.4% (2022: 15.5%), an increase
YoY despite the lower profit margins present in SocialChain prior to the
restructuring exercise being completed.
Exceptional Costs and Adjustments
During the year Brave Bison incurred restructuring costs of £0.8 million
(2022: £0.1 million), relating to the integration and restructuring of
SocialChain, and acquisition costs of £0.8 million (2022: £0.1 million)
relating to the costs associated with the fundraising for and acquisition of
SocialChain
Amortisation of acquired intangibles relates to the amortisation of customer
relationships acquired as part of the Greenlight, Best Response Media and
SocialChain acquisitions and the amortisation of the brand name acquired as
part of the SocialChain acquisition.
Equity settled share-based payments relate to the value of share awards that
have been granted to employees of the Company. £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.
2023 2022
£000's £000's
Adjusted EBITDA 4,277 3,020
Finance costs (143) (86)
Finance income 198 80
Depreciation (694) (382)
Adjusted Profit before tax 3,638 2,632
Restructuring costs (832) (62)
Acquisition costs (847) (56)
Impairment charge (26) (456)
Amortisation of acquired intangibles (388) (215)
Equity settled share based payments * (435) (387)
Profit before tax 1,110 1,456
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 2023 and 2022 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. Adjusted earnings per share is defined as adjusted profit
before tax divided by the weighted average number of shares in issue during
the year.
The statutory profit before tax for the year remained healthy at over £1.1m
(2022: £1.5m), a reduction of 24% on the previous year primarily because of
the acquisition costs and restructuring costs associated with the acquisition
of SocialChain discussed above.
Financial Position
Brave Bison ended the period with cash resources of £6.9 million (2022: £6.5
million) and net cash after deducting outstanding bank loans of £6.8 million
(2022: £6.2 million).
Brave Bison also has an undrawn revolving credit facility with Barclays bank
for a total of £3 million.
The Group had cash inflow of £0.4 million during the period (2022: £0.6
million inflow) and expects to maintain positive cashflow throughout 2024. The
decrease in cash inflow is largely due to the acquisition of SocialChain
during the year and repayment of some of the liabilities acquired as part of
that acquisition.
The Group is carrying intangible assets of £12.7 million (2022: £6.3
million). The Group capitalised goodwill of £5.3 million (2022: £0.2
million) on the purchase of SocialChain (2022: Best Response Media).
The Group does not capitalise any wages.
Key Performance Indicators
2023 2022
£000's £000's
Revenue 35,704 31,652
Gross Profit 20,902 16,948
Adjusted EBITDA 4,277 3,020
Adjusted Profit Before Tax 3,638 2,632
Adjusted Earnings per ordinary share (pence) 0.29 0.24
Profit before tax 1,110 1,456
Gross Cash 6,920 6,485
Net Cash 6,767 6,177
The movements in these key performance indicators are discussed above, and in
the Chairman's review.
Philippa Norridge
Chief Financial Officer
19 April 2023
CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
31 31
Note December December
2023 2022
£000's £000's
Revenue 6 35,704 31,652
Cost of sales (14,802) (14,704)
Gross profit 20,902 16,948
Administration expenses (19,847) (15,486)
Operating profit 7 1,055 1,462
Finance income 9 198 80
Finance costs 9 (143) (86)
Profit before tax 7 1,110 1,456
Analysed as
Adjusted EBITDA 4,277 3,020
Finance costs 9 (143) (86)
Finance income 9 198 80
Depreciation 14 (694) (382)
Adjusted profit before tax 3,638 2,632
Restructuring costs 8 (832) (62)
Acquisition costs 29 (847) (56)
Impairment charge 15 (26) (456)
Amortisation of acquired intangibles 13 (388) (215)
Equity settled share based payments 24 (435) (387)
Profit before tax 1,110 1,456
Income tax credit 10 2,279 624
Profit attributable to equity holders of the parent 3,389 2,080
Statement of Comprehensive Income
Profit for the year 3,389 2,080
Items that may be reclassified subsequently to profit or loss
Exchange (loss)/gain on translation of foreign subsidiaries (2) 25
Total comprehensive profit for the year attributable to owners of the parent 3,387 2,105
Profit per share (basic and diluted)
Basic profit per ordinary share (pence) 11 0.27p 0.19p
Diluted profit per ordinary share (pence) 11 0.25p 0.18p
All transactions arise from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 At 31
December December
Note 2023 2022
£000's £000's
Non-current assets
Intangible assets 13 12,661 6,270
Property, plant and equipment 14 2,210 372
Deferred tax asset 16 2,183 48
17,054 6,690
Current assets
Trade and other receivables 17 6,523 7,426
Cash and cash equivalents 6,920 6,485
13,443 13,911
Current liabilities
Trade and other payables 18 (8,860) (9,310)
Bank Loans <1 year 20 (10) (109)
Lease Liabilities 19 (212) (393)
(9,082) (9,812)
Non-current liabilities
Lease Liabilities 19 (1,487) -
Deferred tax liability 16 (674) (283)
Bank loans >1 year 20 (143) (199)
Provisions 21 (516) (285)
(2,820) (767)
Net Assets 18,595 10,022
Equity
Share capital 22 1,288 1,081
Share premium 23 89,095 84,551
Capital redemption reserve 6,660 6,660
Merger reserve (24,060) (24,060)
Merger relief reserve 62,624 62,624
Retained deficit (117,178) (121,001)
Translation reserve 165 167
Total equity 18,595 10,022
The financial statements on pages 34 to 68 were authorised for issue by the
Board of Directors on 22 April 2024 and were signed on its behalf by
Philippa Norridge
Chief Financial Officer
CONSOLIDATED STATEMENT OF CASHFLOWS
2023 2022
£000's £000's
Operating activities
Profit before tax 1,110 1,456
Adjustments:
Depreciation, amortisation and impairment 1,108 1,053
Finance income (198) (80)
Finance costs 143 86
Share based payment charges 435 387
(Increase)/decrease in trade and other receivables 2,252 (553)
Decrease in trade and other payables (3,076) (721)
Tax received 49 84
Cash inflow from operating activities 1,823 1,712
Investing activities
Acquisition of subsidiaries (4,756) (1,174)
Net cash acquired on acquisition (27) 840
Purchase of property plant and equipment (156) (81)
Interest received 198 80
Cash (outflow) from investing activities (4,741) (335)
Cash flows from financing activities
Issue of share capital 4,750 -
Interest paid (143) (86)
Repayment of borrowings (634) (108)
Repayment of lease liability (619) (629)
Cash inflow/(outflow) from financing activities 3,355 (823)
Net increase in cash and cash equivalents 437 554
Movement in net cash
Cash and cash equivalents, beginning of year 6,485 5,906
Increase in cash and cash equivalents 437 554
Movement in foreign exchange (2) 25
Cash and cash equivalents, end of year 6,920 6,485
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 2022 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 (121,001) 10,022
84,551 6,660 (24,060) 62,624 167
Shares issued during the year 207 4,544 - - - - - 4,751
Equity settled share based payments - - - - - - 435 435
Transactions with owners 207 435 5,186
4,544 - - - -
Other Comprehensive income
Profit and total comprehensive income for the year - - - - - (2) 3,389 3,387
At 31 December 2023 1,288 (117,178) 18,595
89,095 6,660 (24,060) 62,624 165
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
1 Brave Bison
Brave Bison Group plc ("the Company") was incorporated in England and Wales on
30 October 2013 under the Companies Act 2006 (registration number 08754680)
and its registered address is 2 Stephen Street, London, W1T 1AN. 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 2023 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
2023 were £6.9 million (2022: £6.5 million). The Group made a profit before
tax of £1.1 million for the year ended 31 December 2023 (2022: £1.5
million), and generated an increase in cash and cash equivalents in 2023 of
£0.4 million (2022: £0.6 million). The Group has net assets of £18.6
million (2022: £10.0 million).
The Directors have prepared detailed cash flow projections for the period to
31 December 2024 and for the following 6 month period to 30 June 2025 which
are based on their current expectations of trading prospects. The Group
achieved positive cashflow of £2.4 million in H2 2023, and the Board
forecasts that the Group will continue to achieve positive cash inflows in
2024.
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
2023, with comparative information presented for the year ended 31 December
2022. 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:
· IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting
Policies;
· IAS 8 - Definition of Accounting Estimates; and
· IAS 12 - Deferred Tax related to Assets and Liabilities arising
from a Single Transaction.
Other Standards and amendments that are not yet effective and have not been
adopted early by the Company include:
· Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback;
· Amendments to IAS 1 - Classification of Liabilities as Current or
Non-current;
· Amendments to IAS 1 - Non-current Liabilities with Covenants.;
and
· Amendments to IAS 12 - International Tax Reform - Pillar Two
Model Rules.
The directors have assessed the impact of standards above on the current and
future periods and concluded that they will not have a material impact on the
group.
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. 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.
4.4. 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.
4.5. 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.
4.6. 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.
4.7. 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 to 5 years
· Technology - 1 to 5 years
Goodwill is not amortised but is instead reviewed for impairment on an annual
basis as outlined below.
4.8. 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.
4.9. 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.
4.10. 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.
4.11. 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.
4.12. 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.
4.13. 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.
4.14. 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.
4.15. 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.
4.16. Restructuring Costs
Restructuring costs relate to corporate re-organisation activities previously
undertaken or announced, as detailed in note 8.
4.17. 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.
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.
Best Response Media acquisition and purchase price allocation
The purchase price allocation of the Best Response Media acquisition was fully
assessed in the year, within the one year IFRS 3 measurement period from the
date of acquisition following an initial assessment in the previous year.
Acquired intangibles were identified and a full valuation exercise carried out
in relation to the Best Response Media trade name and the customer
relationships. The purchase price has been reallocated accordingly.
Social Chain acquisition and purchase price allocation
The purchase price allocation of the Social Chain acquisition was fully
assessed in the year, within the one year IFRS 3 measurements period from the
date of acquisition, and acquired intangibles were identified and a full
valuation exercise carried out in relation to the Social Chain trade name and
the customer relationships.
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 3.5% 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.
2023 2022
Revenue £000's £000's
United Kingdom & Europe 31,558 28,493
Asia Pacific 82 311
Rest of the world 4,064 2,848
Total revenue 35,704 31,652
The Group identifies two revenue streams, advertising and fee based services,
which correspond to the Media Network and Digital Advertising and Technology
Services pillars respectively. The analysis of revenue by each stream is
detailed below, a detailed overview can be found in the Strategic Report.
Revenue 2023 2022
£000's £000's
Advertising 10,079 11,905
Fee based services 25,625 19,747
Total revenue 35,704 31,652
Gross profit 2023 2022
£000's £000's
Advertising 2,753 2,945
Fee based services 18,149 14,003
Total gross profit 20,902 16,948
Timing of revenue recognition
The following table includes revenue from contracts disaggregated by the
timing of recognition.
2023 2022
£000's £000's
Products and services transferred at a point in time 10,077 11,968
Products and services transferred over time 25,627 19,684
Total revenue 35,704 31,652
7 Operating Profit and Profit before taxation
The operating profit and the profit before taxation are stated after:
2023 2022
£000's £000's
Auditor's remuneration:
- Audit services 143 178
- Audit related services 4 10
- Tax compliance - 49
Depreciation: property, plant and equipment 694 382
Impairment of intangible assets 26 456
Amortisation of intangible assets 388 215
Foreign exchange loss 35 23
8 Restructuring costs
2023 2022
£000's £000's
Restructuring costs 832 62
Restructuring costs in 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.
Restructuring costs in 2023 relate to corporate reorganisation activities as a
result of the acquisition of Social Chain.
9 Finance income and costs
2023 2022
£000's £000's
Bank interest 198 80
2023 2022
£000's £000's
Interest expense for leasing arrangements 57 71
Interest on bank loans 86 15
143 86
10 Income tax credit
Major components of tax credit:
2023 2022
£000's £000's
Current tax:
UK corporation tax at 23.52% (2022: 19.00%) (49) (36)
Overseas tax 3 1
Prior year adjustment (1) (522)
Total current tax (47) (557)
Deferred Tax: (2,243) (148)
Originations and reversal of temporary differences (Note 16)
Adjustments to tax charge in respect of previous periods - deferred tax 11 78
Effect of tax rate change on opening balances - 3
Tax credit on profit/loss on ordinary activities (2,232) (67)
UK corporation tax is calculated at 23.52% (2022: 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:
2023 2022
£000's £000's
Profit on ordinary activities before tax 1,110 1,456
Income tax using the Company's domestic tax rate 23.52% (2022: 19.00%) 261 277
Effect of:
Property, plant and equipment differences (1) (3)
Intangible asset differences - (154)
Expenses not deductible for tax purposes 342 185
Other permanent differences (3) (11)
Adjustments to tax charge in respect of previous periods - current tax (50) (522)
Adjustments to tax charge in respect of previous periods - deferred tax 11 78
Remeasurement of deferred tax for changes in tax rates 37 3
Deferred tax liabilities recognised (80) -
Movement in deferred tax not recognised (2,790) -
Difference in tax rates (6) (3)
Unutilised tax losses carried forward - (474)
Total tax credit for the year (2,279) (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 2022 or 2023. The
calculation of the basic earnings per share is based on the profit
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during the year.
2023 2022
Weighted average number of ordinary shares 1,268,816,088 1,080,816,000
Dilution due to share options 96,616,725 62,176,266
Total weighted average number of ordinary shares 1,365,477,813 1,142,992,266
Basic earnings per ordinary share (pence) 0.27p 0.19p
Diluted earnings per ordinary share (pence) 0.25p 0.18p
Adjusted basic operating earnings per ordinary share (pence) 0.29p 0.24p
Adjusted diluted operating earnings per ordinary share (pence) 0.27p 0.23p
2023 2022
£000's £000's
Profit for the year attributable to ordinary shareholders 3,389 2,080
Equity settled share based payments 435 387
Restructuring costs 832 62
Acquisition costs 847 56
Impairment charge 26 456
Amortisation of acquired intangibles 388 215
Tax credit (2,279) (624)
Adjusted Profit before tax for the year attributable to the equity 3,638 2,632
shareholders
12 Directors and employees
The average number of persons (including Directors) employed by the Group
during the year was:
2023 2022
Number Number
Sales, production and operations 209 137
Support services and senior executives 42 25
251 162
The aggregate cost of these employees was:
2023 2022
£000's £000's
Wages and salaries 12,403 5,610
Payroll taxes 957 718
Pension contributions 569 333
13,929 6,661
Directors emoluments paid during the period and included in the above figures
were:
2023 2022
£000's £000's
Emoluments 483 446
483 446
The highest paid Director received emoluments totalling £0.2 million (2022:
£0.2 million). The amount of share based payments charge (see Note 24)
which relates to the Directors was £0.3 million. (2022: £0.3 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:
2023 2022
£000's £000's
Salaries including bonuses 424 391
Social security costs 59 54
Total Emoluments 483 445
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 2022 41,230 2,034 5,213 273 19,332 68,082
Additions 239 - - - - 239
Reallocation of Goodwill (1,379) - - 456 1,360 437
At 31 December 2022 40,090 2,034 5,213 729 20,692 68,758
Additions 5,211 - - 364 1,201 6,776
Reallocation of Goodwill (124) - - 26 127 29
At 31 December 2023 45,177 2,034 5,213 1,119 22,020 75,563
Amortisation and impairment
At 1 January 2022 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 62,488
Charge for the year - 33 - 67 288 388
Impairment charge - - - 26 - 26
At 31 December 2023 35,075 1,991 5,213 822 19,801 62,902
Net Book Value
At 31 December 2021 6,155 110 - - - 6,265
At 31 December 2022 5,015 76 - - 1,179 6,270
At 31 December 2023 10,102 43 - 297 2,219 12,661
During the year the Group acquired Social Chain. Within the one year IFRS 3
measurement period from the date of acquisition, the Group carried out a full
fair value adjustment exercise. Amounts have been allocated to goodwill, brand
name and customer relationships. An amount has also been allocated to deferred
tax liabilities. There was an overall increase of intangible assets related to
the Social Chain acquisition of £6.8 million.
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 Best Response Media on 28 April 2022. As a
result intangible assets have been identified in relation to the Best Response
trade name and the customer relationships, and amounts allocated to goodwill
at the interim valuation have been reallocated to these intangible assets. An
amount has also been reallocated to deferred tax liabilities resulting in an
overall increase of intangible assets related to the Best Response acquisition
of £0.03 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.
As at 31 December 2023, the intangible assets were assessed for impairment.
The Best Response Media trade name was fully impaired as it is no longer in
use following a re-branding during the year. The impairment charge was
£0.03 million (2022: £0.5 million). The brand name acquired as part of the
Social Chain acquisition is being amortised over 5 years and the customer
relationships 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 2022 1,754 11 972 220 2,957
Additions - - 54 27 81
Acquisition of subsidiary - - 1 - 1
Disposals (1,035) - (904) (220) (2,159)
At 31 December 2022 719 11 123 27 880
Additions 1,618 76 76 4 1,774
Acquisition of subsidiary 301 268 189 - 758
Disposals (719) (3) (2) - (724)
At 31 December 2023 1,754 11 123 27 1,915
Depreciation and impairment
At 1 January 2022 1,145 2 918 220 2,285
Charge for the year 333 6 41 2 382
Disposals (1,035) - (904) (220) (2,159)
At 31 December 2022 443 8 55 2 508
Charge for the year 517 53 115 9 694
Disposals (719) (3) (2) - (724)
At 31 December 2023 241 58 168 11 478
Net Book Value
At 31 December 2021 609 9 54 - 672
At 31 December 2022 276 3 68 25 372
At 31 December 2023 1,678 294 218 20 2,210
15 Impairment charge
2023 2022
£000's £000's
Impairment of intangible assets 26 456
Total impairment charge 26 456
During the year the Group assessed the value in use of the Best Response Media
brand names. As a result of the rebranding of Best Response Media 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:
2023 2022
£000's £000's
Deferred tax
Deferred tax asset 2,183 48
Deferred tax liability (674) (283)
1,509 (235)
Unutilised tax losses carried forward at 31 December 2023 were £48.8 million
(2022: £49.9 million). During the current period, based on a consideration of
recent performance and future forecasts, the group have assessed that it is
probable that future taxable profit will be available against which a portion
of unused tax losses can be utilised and have therefore recognised a deferred
tax asset of £2.2m in respect of unused tax losses.
Reconciliation of movement in deferred tax
Deferred tax on intangible assets
£000's
As at 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)
Recognised in the income statement 2,232
Balance arising as a result of the PPA exercise in relation to Best Response (29)
Media
Balance arising as a result of the Social Chain acquisition (69)
Balance arising as a result of the PPA exercise in relation to Social Chain (390)
As at 31 December 2023 1,509
This deferred tax asset relates to short term timing differences and has
therefore been recognised.
17 Trade and other receivables
2023 2022
£000's £000's
Trade receivables 4,549 5,613
Less allowance for credit losses (361) (587)
Net trade receivables 4,188 5,026
Unbilled income 1,311 1,737
Other receivables 1,024 663
6,523 7,426
The contractual value of trade receivables is £4.5 million (2022: £5.6
million). Their carrying value is assessed to be £4.2 million (2022: £5.0
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:
2023 2022
£000's £000's
Not overdue 2,687 3,357
Not more than three months 1,617 817
More than three months but not more than six months 67 93
More than six months but not more than one year 56 34
More than one year (239) 725
4,188 5,026
The movement in provision for impairment of trade receivables can be
reconciled as follows:
2023 2022
£000's £000's
Opening provision (587) (559)
Provisions from acquisition of Best Response Media - (70)
Provisions from acquisition of Social Chain (57) -
Receivables provided for during period (210) (359)
Reversal of previous provisions 493 401
(361) (587)
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.
Having considered the Group's exposure to bad debts and the probability of
default by customers, no expected credit losses have been recognised in
accordance with IFRS 9 (2022: £nil).
The other classes within trade and other receivables do not contain impaired
assets.
18 Trade and other payables
2023 2022
£000's £000's
Trade payables 2,227 1,366
Other taxation and social security 1,296 945
Contract liabilities 1,356 1,873
Accruals and deferred income 3,981 5,126
8,860 9,310
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 55 days (2022: 34
days).
Contract liabilities are utilised upon satisfaction of the associated contract
performance obligations. The 2023 contract liability of £1.4 million is
expected to be utilised in the next reporting periods upon satisfaction of the
associated performance obligation. The 2022 contract liability of £1.9
million was recognised within revenue during 2023 upon satisfaction of the
associated performance obligation.
19 Lease Liabilities
Lease liabilities are presented in the statement of financial position as
follows:
2023 2022
£000's £000's
Current 212 393
Non-current 1,487 -
1,699 393
The Group acquired four office leases with the acquisition of Social Chain
which expire in June 2024. The Group also entered into a new office lease
which expires in November 2029. An existing office lease expired in November
2023. With the exception of short-term leases and leases of low-value
underlying assets, 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 5 0.5 - 6 years 1.6 years - -
The lease liabilities are secured by the related underlying assets. Future
minimum lease payments at 31 December 2023 were as follows:
Within one year One to six years Total
£000's £000's £000's
Lease payments 355 1,878 2,233
Finance charges (143) (391) (534)
Net present values 218 1,481 1,699
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.
At 31 December 2023 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
2023 2022
£000's £000's
Loan <1 year 10 109
Loan >1 year 143 199
153 308
The Group has a Bounce Back Loan Agreement which is due to be fully repaid in
2026. The repayment amount and timing of each instalment is based on a fixed
interest rate of 2.5% payable on the outstanding principal amount of the loan
and applicable until the final repayment date. This loan is unsecured. At
the start of the period the Group had a Coronavirus Business Interruption Loan
("CBIL") which was acquired as part of the Greenlight acquisition. During
the period, the Group repaid the CBIL in full. The Group continues to have a
£3m revolving credit facility (RCF) with Barclays Bank plc. The RCF is a 3
year facility with an interest margin of 2.75% over Base Rate. The RCF was
partially drawn (£1.5 million) at the time of the Social Chain acquisition
but was repaid in full before the end of the period. The Group also has a U.S.
Small Business Administration loan which was acquired as part of the Social
Chain acquisition which is due to be fully repaid in 2050. The repayment
amount and timing of each instalment was based on a fixed interest rate of
3.75% per annum payable on the outstanding principal amount of the loan and
applicable until the final repayment date.
21 Provisions for liabilities
2023 2022
£000's £000's
Dilapidations provision 397 285
Other provisions 119 -
516 285
Provisions
£000's
As at 31 December 2022 285
Release of dilapidation provision in relation to The Varnish Works (285)
Dilapidation provision from Social Chain acquisition 397
Other provisions from Social Chain acquisition 119
As at 31 December 2023 516
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 2023 At 31 December 2022
Number £000's Number £000's
Ordinary shares of £0.001 1,288,147,280 1,288 1,080,816,000 1,081
Total ordinary share capital of the Company 1,288 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
Ordinary Ordinary Share Share Premium
Shares Capital
Number £000's £000's
£0.0000001
At 31 December 2022 1,080,816,000 1,081 84,551
Shares issued in the period
Vendor placing 206,521,740 206 4,544
Share options exercised 809,540 1 -
At 31 December 2023 1,288,147,280 1,288 89,095
24 Share options
During 2023 Brave Bison Limited granted 37,500,000 RSUs (2022: 9,050,000).
The options vest annually over a 3 year period to senior employees in the
business. The exercise price of the RSUs were between 1.85 - 2.43 pence..
The options were valued using the Black-Scholes valuation model, using the
following assumptions.
2023 2022
Expected option life 4 years 4 years
Expected volatility 50% 50%
Weighted average volatility 50% 50%
Risk-free interest rate 0 - 3.5% 0 - 1.25%
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 2023 is £0.1 million (2022: £0.1 million). There is a
further charge within share based payments which relates to an LTIP and is
detailed in the Directors Remuneration Report. The charge for the year to 31
December 2023 is £0.3 million (2022: £0.3 million).
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 0.85p
Granted during the year 9,050,000 1.75p
Exercised during the year - -
Cancelled during the year (4,511,715) (1.06p)
Outstanding at the end of the year 63,369,125 0.96p
Exercisable at the end of the year 19,874,140 1.04p
Number Weighted average exercise price
For the year ended 31 December 2023
Outstanding at the beginning of the year 63,369,125 0.96p
Granted during the year 37,500,000 2.2p
Exercised during the year (809,541) (0.01p)
Cancelled during the year (2,250,000) (1.61p)
Outstanding at the end of the year 97,809,584 1.43p
Exercisable at the end of the year 34,659,615 1.05p
Share options expire after 10 years, the options above expiring between August
2024 and December 2032.
25 Undertakings included in the consolidated 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
Base 79 Limited Ordinary UK 100% Non-trading
Base 79 Iberia SL Ordinary Spain 100% Non-trading
Best Response Media Limited Ordinary UK 100% Commerce agency
Brave Bison Asia Pacific Pte Ordinary Singapore 100% Non-trading
Brave Bison Bulgaria EOOD Ordinary Bulgaria 100% Web development
Brave Bison Limited Ordinary UK 100% Online video distribution
Greenlight Commerce Limited Ordinary UK 100% Commerce agency
Greenlight Digital Limited Ordinary UK 100% Performance marketing
Rightster India LLP Ordinary India 100% Non-trading
Social Chain Limited Ordinary UK 100% Social media agency
Social Chain USA Inc. Ordinary USA 100% Social media agency
Viral Management Limited Ordinary UK 100% Non-trading
All subsidiaries are exempt from an audit with the exception of Brave Bison
Limited and Brave Bison Asia Pacific Pte. Ltd. Greenlight Digital Limited,
Greenlight Commerce Limited and Social Chain Limited are taking the s479A
exemption from audit.
26 Financial Instruments
Categories of financial instruments As at 31 As at 31
December December
2023 2022
£000's £000's
Financial assets at amortised cost
Trade and other receivables 5,850 6,167
Cash and bank balances 6,920 6,485
12,770 12,652
Financial liabilities at amortised cost
Trade and other payables 8,755 8,067
Lease liabilities 1,699 393
Bank Loans 153 294
10,607 8,755
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 11,106 888 19 600 40 12,653
Financial liabilities (6,948) (1,595) (59) (52) (100) (8,755)
Total exposure at 4,452 (707) (40) 548 (60) 3,898
31 December 2022
Financial assets 10,426 1,863 47 363 71 12,770
Financial liabilities (8,433) (1,882) (52) (157) (83) (10,607)
Total exposure at 1,993 (19) (5) 206 (12) 2,163
31 December 2023
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 2022 71 (71) 4 (4) (55) 55
For the year to 31 December 2023 2 (2) 1 (1) (21) 21
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 2022
Trade and other payables 8,068 8,068 - -
Leases liabilities 393 393 - -
As at 31 December 2023
Trade and other payables 7,229 7,229 - -
Lease liabilities 1,699 212 1,222 265
27 Transactions with Directors and other related parties
Oliver Green and Theodore Green are directors and shareholders in Tangent
Marketing Services Limited and directors of The Printed Group Limited.
Tangent Marketing Services and The Printed Group both rent office space from
Brave Bison at its London headquarters.
Tangent Marketing Services pays Brave Bison a salary recharge for certain
employees in the HR, IT and facilities departments.
The Printed Group is a client of Brave Bison, whereby Brave Bison provides
search engine optimisation services to The Printed Group.
All related party transactions are undertaken on an arms-length basis and are
approved beforehand by the Group's independent directors. A copy of the
Group's related party policy is available at bravebison.com/investors.
Transactions with associates and related parties during the year were:
2023 2022
£000's £000's
Amounts charged to Tangent Marketing Services Limited by Brave Bison
Recharge for HR related salary 33 36
Recharge for IT related salary 33 33
Recharge for facilities staff salary 17 13
Charge for property related costs 76 107
Charge for client related work 19 43
Charge for IT related costs 10 -
Recharge of other staff costs 7 8
195 240
2023 2022
£000's £000's
Amounts charged to Brave Bison by Tangent Marketing Services Limited
Recharge for IT related salary - 3
Charge for client related work 67 9
67 12
2023 2022
£000's £000's
Amounts charged to Printed Group Limited by Brave Bison
Recharge for property related costs 39 50
Charge for client related work 96 -
135 50
At 31 At 31
December December
2023 2022
£000's £000's
Amounts owed to Tangent Marketing Services Limited - 17
Amounts owed by Tangent Marketing Services Limited 21 68
Amounts owed by Printed Group Limited 22 20
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 2022 393 199 109 701
Cashflows 1,306 (56) (99) 1,151
At 31 December 2023 1,699 143 10 1,852
29 Acquisitions
On 3 February 2023, the Group acquired the entire issued share capital of
Social Chain Limited. The initial cash consideration for the Acquisition
consisted of a payment of £4.77 million. 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. It was founded in 2014 by Dragon's Den entrepreneur Steven Bartlett
and works with global brands such as Amazon, TikTok, and KFC to create social
media advertising campaigns and perform influencer marketing services. Social
Chain has offices in Manchester, New York and London.
The fair value of the assets acquired and liabilities were as follows:
Book value Fair value adjustments Fair value
£000's £000's £000's
Goodwill 5,211 - 5,211
Brand name 364 - 364
Customer relationships 1,201 - 1,201
Tangible Assets 756 - 756
Trade and other receivables 1,350 - 1,350
Cash and cash equivalents (27) - (27)
Current liabilities (3,161) - (3,161)
Non-current liabilities (479) - (479
Deferred tax (505) - (505)
4,710 - 4,710
The consideration for the acquisition is as follows:
£000's
Initial cash consideration 4,767
Completion accounts adjustment (57)
4,710
The Statement of Comprehensive Income includes £0.8 million of acquisition
costs.
The fair value of the financial assets includes trade and other receivables
with a fair value of £1.4 million and a gross contractual value of £1.4
million. The best estimate at acquisition date of the contractual cash flows
not to be collected is £Nil. The goodwill represents the acquired accumulated
workforce and the synergies expected from integrating Social Chain into the
Group's existing business. The Group has carried out a full fair value
adjustment exercise within the one year measurement period from the date of
the acquisition in accordance with IFRS3
Social Chain contributed £8.2 million revenue and added a £0.6 million loss
to the Group's profit for the period between the date of acquisition and the
reporting date.
During the year, the Group carried out a full fair value adjustment exercise
in relation to the acquisition of Best Response Media Limited on 28 April
2022. As a result intangible assets have been identified in relation to the
Best Response trade name and the customer relationships, and amounts allocated
to goodwill at the interim valuation have been reallocated to these intangible
assets.
The revised fair value of the assets acquired and liabilities assumed was as
follows:
Interim valuation Fair value adjustments Fair value
£000's £000's £000's
Goodwill 239 (124) 115
Brands - 26 26
Customer relationships - 127 127
Tangible Assets 1 - 1
Trade and other receivables 237 - 237
Cash and cash equivalents 840 - 840
Current Liabilities (143) - (143)
Deferred tax - (29) (29)
1,174 - 1,174
30 Post balance sheet events
There are no significant post-balance sheet events.
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