REG - Brave Bison Grp PLC - Final Results
10/04/2025 07:00
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RNS Number : 4041E Brave Bison Group PLC 10 April 2025
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.
10 April 2025
Brave Bison Group plc
("Brave Bison" or the "Company", together with its subsidiaries "the Group")
Annual Results
8% growth in net revenue (exc. US) and 7% increase in adj. profit before tax
for FY24
Outlook ahead of expectations for FY25
Intention to consolidate shares 100:1
Maiden dividend declared
Brave Bison, the digital media, marketing and technology company, today
releases its audited results for the year ending 31 December 2024 ("FY24").
Oliver Green, Chairman, commented:
"2024 was another good year for Brave Bison both operationally and
strategically. We won a roster of Tier 1 clients across all divisions and have
invested further into sport and entertainment with the acquisition of Engage.
Progress delivered in 2024 has given us confidence as we enter 2025. We have
now completed a further two bolt-on acquisitions this year so far, each in
exciting and strategic areas, and as a result expect net revenue for FY25 to
be ahead of current market expectations.
We also announce today Brave Bison's first dividend in its 12 years as a
listed business (and five years since the new management team was installed),
which highlights our ambition to continue to grow the business profitably,
whilst also returning excess cash to shareholders.
It is too early to quantify the impact of US tariffs on Brave Bison. Most of
our work involves activity in UK and European markets but we continue to
monitor the situation closely"
FY24 Financial Highlights
FY24 FY23 Change
Turnover / Billings ((1)) £32.8m £35.7m (8%)
Net Revenue £21.3m £20.9m +2%
Net Revenue (exc. US operations) ((2)) £21.1m £19.5m +8%
Adj. EBITDA ((3)) £4.5m £4.3m +5%
Adj. EBITDA Margin 21.0% 20.5% +50bps
Adj. Profit Before Tax ((4)) £3.9m £3.6m +7%
Acquisition Costs £0.3m £0.8m
Restructuring & Integration Costs £0.9m £0.8m
Share Based Payments £0.4m £0.4m
Impairments & Amortisation of Acquired Intangibles £0.4m £0.4m
Profit Before Tax £2.0m £1.1m +76%
Adj. Basic EPS 0.30p 0.29p +5%
Net Cash £7.5m £6.8m +10%
Small apparent errors due to rounding
· Net Revenue of £21.3m (FY23: £20.9m), growth of 2%
year-on-year. Excluding net revenue of £0.2m (FY23: £1.4m) from US
operations which were scaled back during the period, net revenue growth was 8%
year-on-year
· Adj. EBITDA of £4.5m (FY23: £4.3m), growth of 5% year-on-year
and Adj. Profit Before Tax of £3.9m (FY23: £3.6m), growth of 7% year-on-year
· Adj. EBITDA margin of 21.0% (FY23: 20.5%), increase of 50bps
year-on-year. Margins have increased from zero to 21% over five years as a
result of technology-enabled business processes, tight integration of
acquisitions and careful cost control
· Statutory profit before tax of £2.0m, growth of 76%
year-on-year. Non-cash adjustments include share based payments of £0.4m
(FY23: £0.4m) and amortisation of acquired intangibles £0.4m (FY23: £0.4m)
· Exceptional acquisition costs of £0.3m (FY23: £0.8m) relate
mostly to legal and professional fees associated with acquisition
opportunities. Restructuring & integration costs of £0.9m (FY23: £0.8m)
relate to duplicate IT and property costs incurred as a result of acquisitions
completed in 2023, as well as legal costs associated with a US employee
termination, other employee termination costs and system migration costs
· Adj. Basic EPS of 0.30p (FY23: 0.29p), growth of 5% year-on-year.
Statutory Basic EPS of 0.18p (FY23: 0.27p), reducing 33% year-on-year as a
result of a reduced tax credit of £0.3m (FY23: £2.3m)
· Net cash of £7.5m as at 31 December 2024, an increase of £0.7m
year-on-year (FY23: £6.8m). Cash inflow from trading was partially offset by
negative working capital movement of £2.2m (FY23: £0.8m positive) as large
client pre-payments unwound during the year and acquisition payments of £0.7m
relating to Engage
· Fourth consecutive year of growth in Net Revenue, Adj. EBITDA and
Adj. Basic EPS. Net Revenue has increased by more than 5x since 2020 and Adj.
Basic EPS has increased 64% since 2021
FY20 FY21 FY22 FY23 FY24
Net Revenue £4.0m £7.8m £16.9m £20.9m £21.3m
Adj. EBITDA £0.1m £1.8m £3.0m £4.3m £4.5m
Adj. Basic EPS (0.25p) 0.18p 0.24p 0.29p 0.30p
Net Cash £2.7m £5.5m £6.2m £6.8m £7.5m
FY24 Strategic Highlights
· Acquisition of Engage Digital Partners ("Engage"), a global
sports marketing company that works with the world's largest sports brands and
federations including Formula 1, ICC, Real Madrid and New Zealand Rugby. The
business has a total headcount of 130 and offices in London, Dubai, India and
Australia, a geographical footprint that allows partners to benefit from
24-hour follow-the-sun service delivery
· Engage will combine with Brave Bison's existing network of sport
& entertainment channels, which already benefits from partners such as PGA
Tour, Ryder Cup, US Open, Australian Open, CPLT20 and Le Mans. The combined
business will be led by Gregg Oldfield, who founded Engage following a
management buyout from Endemol in 2012
· 2024 was a strong year for new business wins. SocialChain won
engagements with consumer electronics giant SharkNinja, global food group
LambWeston and social media company LinkedIn. Brave Bison won engagements with
global travel company The Travel Company and fast-growing retailer Yours
Clothing
· SocialMinds, our successful podcasting and events series, had an
excellent year. The platform drives brand awareness for SocialChain, generates
inbound opportunities and consolidates our reputation as the go-to-partner for
all things social media and content. Guests interviewed during the year
included representatives from ITV, John Lewis, Monzo, American Express, Oatly
and Booking.com, all of which became public ambassadors for Brave Bison and
SocialChain. Monthly podcast downloads averaged 6,000 in 2024
· Launch of AudienceGPT, our proprietary AI tool. Brave Bison
customers get their own GPT, a generative AI model trained on user data that
allows us to quickly investigate which audiences are the highest value, where
to find them and what creative formats they respond to. This rapid audience
segmentation replaces months' worth of survey-based customer research and
panels by giving us media strategies in a matter of minutes
· Launch of AdStudio, our creative AI platform. AdStudio creates
large volumes of high performing advertising content for use on social media
platforms like Meta and TikTok. Platform algorithms demand a high volume of
native, novel, and diverse ads, all of which are tested against one another
and optimised based on performance
· Total headcount following the acquisition of Engage of 291 (FY23:
251). New hubs acquired in Bangalore, Melbourne and a presence in Dubai
· Acquisition of Builtvisible Holdings Limited ("Builtvisible"),
completed after period-end in March 2025. Builtvisible is a leading
performance marketing agency specialising in organic performance strategies
through the use of search engine optimisation to drive outcomes for clients
including Aviva, Avis, Icelandair, Specsavers and Very Group
Outlook
· As separately announced on 10 April, Brave Bison has entered into
a binding agreement to acquire The Fifth, an influencer marketing company from
News Corp, the global media company. Following completion of the acquisition,
News Corp will become a Top 10 shareholder in Brave Bison and has committed to
invest a further £200k in on-market share purchases over the next six months
· Intention to consolidate shares 100:1 following consultation with
prospective institutional investors. Circular to be posted in the coming
weeks, with a view to seeking shareholder approval at Brave Bison's AGM in
June 2025
· Following the completion of bolt-on acquisitions and healthy
trading in Q1 2025, the Board expects revenue and adjusted profitability for
FY25 to exceed current market expectations
Capital Allocation Policy
· Brave Bison had unaudited net cash as at 31 March 2025 of £5.0m
(31 December 2024: £7.5m), and the Company's £3m revolving credit facility
remains undrawn. The acquisition of The Fifth will see cash consideration of
£0.6m payable on completion
· The Board's first priority remains the ongoing investment into
the business to support the long-term growth of the Company. This has
previously involved bolt-on acquisitions to enhance key business areas, and we
expect this to continue for as long as attractive opportunities are available
· Beyond this, the Board believes that Brave Bison has reached a
sufficient size and scale to begin paying dividends. The Board intends to
implement a progressive dividend policy to return excess cash to shareholders,
commencing in FY24 with the Company's first dividend in 12 years as a listed
business
· The Board is declaring a final dividend for the year ended 31
December 2024 of £0.3m, equivalent to approximately 0.02p per share and
representing approximately 20% of the Company's net operating cashflow after
lease costs for the period
(1) Turnover / Billings includes pass-through costs such as media spend
and revenue share from platforms and partner channels.
(2) Excludes net revenue from mothballed US operations.
(3) 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.
(4) 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.
For further information please contact:
Brave Bison Group plc
Oliver Green, Chairman via Cavendish
Theo Green, Chief Growth Officer
Philippa Norridge, Chief Financial Officer
Cavendish Capital Markets Tel: +44 (0) 20 7220 0500
Nominated Adviser & Broker
Ben Jeynes / Dan Hodkinson - Corporate Finance
Michael Johnson / Sunila de Silva - Sales & ECM
Sodali & Co Tel: +44 (0) 7841 658 163
Elly Williamson
Pete Lambie
Chairman's Review
2024 was another strong year for Brave Bison.
We outperformed vs our peers,
and were pleased
to report net revenue of £21.3m (2023: £20.9m), growth of
2% year-on-year, or 8% excluding our
US operations which have now been
scaled back.
No acquisitions were completed in the period
but the
acquisition of Engage was announced in December 2024 and completed in January
2025
and the acquisition of Builtvisible completed in March 2025.
Adjusted profits increased to £3.9m (2023: £3.6m), growth of 7% year-on-year
and our balance sheet remained healthy at year end with net cash increasing to
£7.5m (2023: £6.8m). Statutory profit before tax was £2.0m (2023: £1.1m),
an increase of 76% year-on-year.
Our business trades as one single company, with three connected divisions:
Brave Bison, SocialChain and Sport & Entertainment.
Brave Bison
Brave Bison is our digital marketing and technology division that partners
with forward-thinking businesses that are looking to leverage digital
advertising channels to drive sales and grow online. Here we combine
proprietary technology with market-leading expertise and best-in-class service
to help our customers navigate the complex world of digital media and use ad
platforms such as Google, Meta and TikTok.
During the year we won new engagements with
The Travel Corporation, a global
travel and tour operator, and Yours Clothing, one of the fastest growing
fashion retailers in the UK. Our differentiated and technology-enabled
proposition is resonating with major advertisers and we continue to
build
out new capabilities.
AudienceGPT is our proprietary AI tool. Each Brave Bison customer gets their
own GPT, a generative AI model trained on user data that allows us to quickly
investigate which audiences are the highest value, where to find them and what
creative formats they respond to. This rapid audience segmentation replaces
months' worth of survey-based customer research and panels by giving us media
strategies
in a matter of minutes.
Our AdStudio product uses AI to create large volumes
of high performing
advertising content for use on social media platforms like Meta and TikTok.
Platform algorithms demand a high volume of native, novel, and diverse ads,
all of which are tested against one another and optimised based on
performance.
SocialChain
SocialChain, which we acquired in February 2023 and subsequently integrated
into our operating platform,
is our creative and strategy division. Here we
work with global advertisers to build their brands on social media and help
them to gain access to new, younger audiences. We employ strategic
consultancy, social-first content production and native-to-platform
influencers/creators
to help our customers cut through the digital noise and
engage their customers.
The year saw significant traction with new customers including SharkNinja and
Sony Pictures and we were delighted to welcome our new divisional CEO, Jacinta
Faul.
SocialChain leverages its brand platform SocialMinds,
a popular podcast and
event series to drive brand awareness, generate inbound opportunities and
consolidate our reputation as the go-to-partner for all things social media
and content. Guests during the year included representatives from BBC, John
Lewis, Monzo, American Express, Oatly and Booking.com, all of which became
public ambassadors for Brave Bison and SocialChain. Monthly podcast downloads
averaged 6,000 in 2024.
Sport & Entertainment
Sport & Entertainment is where we own and operate a network of
social-media channels on platforms like YouTube, Meta and TikTok.
We work with global rights holders and sports federations to create digital
strategies, produce digital content and monetise digital channels across
various different digital platforms. Our partners, such as Le Mans, PGA Tour,
Ryder Cup, US Open and Australian Open, have seen strong growth over the last
few years and we have big plans for the years ahead.
Success in 2024 gave us the confidence to acquire Engage Digital Partners in a
transaction that exchanged in December 2024 and completed in January 2025.
Engage is a specialist sports marketing company that works with the world's
leading sports federations and teams including ICC, Formula 1, Real Madrid and
New Zealand Rugby.
International sports federations are increasingly moving direct-to-consumer;
launching streamers, fan platforms and digital products in order to better
connect with their fans and monetise audiences. Engage is a crucial partner
for organisations on this journey and the team will now be able to provide
YouTube channel management as part of our existing sports network.
Acquisitions
Brave Bison has made five acquisitions since 2020, inclusive of Engage which
completed in January 2025. Acquisitions are typically integrated, and the
combined company runs on a single operating platform with centralised IT, HR,
finance, marketing, sales and operations.
We make acquisitions where we can add value by bringing operational expertise
and growth opportunities. We focus our efforts on exciting markets where we
see long-term strategic upside, and where our investment is protected by the
cost savings and revenue synergies that integration with Brave Bison brings.
In May 2024 we announced a possible offer to acquire The Mission Group plc, an
AIM-listed marketing communications group with over 1,000 employees. Mission
had run into trouble under heavy debts and losses, and was in need of a
significant restructuring to create a more modern-facing operation. Whilst we
were confident that our integration team was up to the task, we were unable to
agree sufficiently attractive commercial terms with the Board of Mission.
In December 2024 we announced the acquisition of Engage, a specialist sports
marketing company, which completed in January 2025. Engage was established by
Gregg Oldfield following a management buyout from Endemol Sport in 2012 and
now has offices in London, Dubai, India and Australia, a geographical
footprint that allows partners to benefit from 24-hour "follow the sun"
service delivery for global sports federations. Engage will integrate with our
Sport & Entertainment division to expand our capabilities and enable
cross-selling of services.
We were also pleased to announce an exciting bolt-on transaction post-period
end. In March 2025 we acquired Builtvisible, a performance marketing agency
specialising in search engine optimisation. Builtvisible has excellent
customers including Icelandair, Aviva and Avis, and an award-winning team of
35 professionals.
Outlook
Brave Bison is a well-capitalised, profitable and cash generative digital
media and technology company that has a track record of acquiring and
integrating businesses into its platform. Despite the cyclical nature of our
sector, we have grown net revenue by 433% since 2020, underlying basic EPS by
64% since 2021, and increased net cash every year since 2020.
We continue to win new clients, expand our capabilities ahead of the
competition and make accretive acquisitions that drive us forward. We are
excited for the future and look forward to updating shareholders throughout
the year.
Finally, we intend to proceed with a 100:1 consolidation of the Company's
shares, a resolution that will be put to shareholders at our AGM this year.
Further detail will be included in the AGM notice, but the Board believes a
consolidation will not only improve the liquidity and trading activity of the
Company's shares, but also enhance the perception of the Company and its
prospects, and help improve the marketability of the Company's shares to a
wider group of investors.
Oli Green
Executive Chairman
9 April 2025
CFO's Review
2024 was another solid year for Brave Bison in a tricky market. SocialChain,
which we acquired in 2023, had a particularly strong year, with net revenue
growth of 63% from 2023.
Overall, net revenue / gross profit increased by 2% to £21.3 million (2023:
£20.9 million) and adjusted profit before tax, a measure of underlying
profitability, increased by 7% to £3.9 million (2023: £3.6 million).
Excluding our US operations which were scaled back during the year, net
revenue growth was 8%.
After the successful acquisition and integration of SocialChain in 2023, we
have been focused on finding our next acquisition. We have now built up a
healthy pipeline, and were pleased to announce the acquisition of Engage
Digital Partners in December 2024. Engage is a global sports marketing company
that works with the world's largest sports brands, and complements our
existing partnerships with the likes of PGA Tour, US Open and Australian Open.
There has been continued momentum into 2025 with a further acquisition of
Builtvisible, which is a performance marketing agency which will bolster our
organic performance capabilities and client roster, with clients such as
Specsavers and Aviva.
During the year the Company carried out a capital restructuring to create
additional distributable reserves. This involved cancelling the balance
standing to the credit of the share premium account and the capital redemption
reserve of the company, and capitalising a historical merger relief reserve
through the issue and subsequent cancellation of B Ordinary shares. This
should give the Company further flexibility to deliver shareholder returns
over the coming years either in the form of dividends, or purchases of the
Company's own shares.
Principal Activities
During the year we have evolved the way we look at the business and
consequently our segmental analysis. Previously this was split between fee
based services revenue and advertising revenue. As our business has grown and
developed however we have started to report with more of a focus on the
services which we are providing to our clients.
In our Content arm of the business we offer services around creative, content
production, influencer advertising and community management, which help drive
brand awareness and connect our clients to communities. SocialChain, Engage
(from 2025 onwards) and our media network make up this side of the business.
On the Media & Technology side we have more performance, data driven and
tech enabled marketing that drives online transactions and facilitates
conversion. This includes search engine optimisation, e-commerce software
integration, paid media services and AI tools.
Our Content revenue stream showed good growth during the year, with the gross
profit increasing by 22% to £11.0 million (2023: £9.0 million). This was
predominantly driven by growth in SocialChain following some major client
wins.
Within Media & Technology we saw strong demand for our performance
marketing services, in particular our AI driven offerings such as AudienceGPT
(audience research), and AdStudio (performance creative). We did however see
revenue relating to commerce systems integration and website builds reduce
during the year, as clients put budgets on hold and delayed signing off large
scale capex investments as a result of macroeconomic factors. This resulted in
an overall reduction in gross profit in this part of our business of 13% to
£10.3 million (2023: £11.9 million).
Margins and Operations
Brave Bison adjusted EBITDA margin has grown from 0% in 2020 to 21% in 2024.
This growth has been driven by a continued focus on operational excellence. We
have invested in tools across the group to manage resourcing and monitor and
improve efficiency and have successfully integrated all of our acquisitions to
enable us to centralise operations and make savings.
Exceptional Costs and Adjustments
During the year Brave Bison incurred restructuring costs of £0.9 million
(2023: £0.8 million). The majority of this related to the restructuring of
SocialChain, including £0.2 million relating to settlements associated with
the scaling back of the US operations, and £0.1 million relating to
terminating leases and software contracts. There were also restructuring costs
relating to staff termination payments and notice periods as a result of the
lower than anticipated revenue from commerce systems integration. Finally,
there were some legal costs associated with the capital restructure that was
carried out during the year to give the Company distributable reserves.
Brave Bison recorded acquisition costs during the period of £0.3 million
(2023: £0.8 million). These costs relate primarily to legal and professional
fees incurred in the due diligence of acquisition opportunities.
Amortisation of acquired intangibles relates to the amortisation of customer
relationships acquired as part of previous 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, and requires a
minimum Brave Bison share price of 3 pence.
2024 2023
£000's £000's
Adjusted EBITDA 4,491 4,277
Finance costs (195) (143)
Finance income 252 198
Depreciation (644) (694)
Adjusted Profit before tax 3,904 3,638
Restructuring costs (927) (832)
Acquisition costs (255) (847)
Impairment charge - (26)
Amortisation of acquired intangibles (387) (388)
Equity settled share based payments * (383) (435)
Profit before tax 1,952 1,110
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 2024 and 2023 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.
The statutory profit before tax for the year grew significantly to £2.0
million (2023: £1.1 million), an increase of 76%. This was driven by higher
underlying profits, as well as fewer adjustments.
Financial Position
Brave Bison ended the period with cash resources of £7.6 million (2023: £6.9
million) and net cash after deducting outstanding bank loans of £7.5 million
(2023: £6.8 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 £0.7 million during the period (2023: £0.4
million inflow) and expects to maintain positive operating cashflow throughout
2025. Our business model is significantly cash generative, which is further
bolstered by our tax position, since we have significant tax losses which we
can utilise across the group.
The Group is carrying intangible assets of £12.3 million (2023: £12.7
million). There were no intangible assets capitalised during the year (2023:
£6.8 million relating to the purchase of SocialChain).
The Group does not capitalise any wages.
Capital Allocation Policy
The Directors' first priority remains the ongoing investment into the business
to support the long-term growth of the Company. This has previously involved
bolt-on acquisitions to enhance key business areas, and we expect this to
continue for as long as attractive opportunities are available. Beyond this,
the Directors believe that Brave Bison has reached a sufficient size and
scale to begin paying dividends. The Directors intend to implement a
progressive dividend policy to return excess cash to shareholders, commencing
in FY24 with the Company's first dividend in 12 years as a listed business
The Directors are declaring a final dividend for the year ended of £0.3
million (FY23: £nil), equivalent to 0.02p per share. Subject to ratification
at the Company's AGM, the dividend will be paid on 27 June 2025 to
shareholders listed on the register of members on 30 May 2025. The shares will
be marked ex-dividend on 29 May 2025.
Key Performance Indicators
2024 2023
£000's £000's
Revenue 32,828 35,704
Gross Profit 21,341 20,902
Adjusted EBITDA 4,491 4,277
Adjusted Profit Before Tax 3,904 3,638
Adjusted Earnings per ordinary share (pence) 0.30 0.29
Profit before tax 1,952 1,110
Gross Cash 7,603 6,920
Net Cash 7,468 6,767
The movements in these key performance indicators are discussed above, and in
the Chairman's review.
Philippa Norridge
Chief Financial Officer
9 April 2025
CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
31 31
Note December December
2024 2023
£000's £000's
Revenue 6 32,828 35,704
Cost of sales (11,487) (14,802)
Gross profit 21,341 20,902
Administration expenses (19,446) (19,847)
Operating profit 7 1,895 1,055
Finance income 9 252 198
Finance costs 9 (195) (143)
Profit before tax 7 1,952 1,110
Analysed as
Adjusted EBITDA 4,491 4,277
Finance costs 9 (195) (143)
Finance income 9 252 198
Depreciation 14 (644) (694)
Adjusted Operating Profit 3,904 3,638
Restructuring costs 8 (927) (832)
Acquisition costs 29 (255) (847)
Impairment charge 15 - (26)
Amortisation of acquired intangibles 13 (387) (388)
Equity settled share based payments 24 (383) (435)
Profit before tax 1,952 1,110
Income tax credit 10 309 2,279
Profit attributable to equity holders of the parent 2,261 3,389
Statement of Comprehensive Income
Profit for the year 2,261 3,389
Items that may be reclassified subsequently to profit or loss
Exchange loss on translation of foreign subsidiaries (9) (2)
Total comprehensive profit for the year attributable to owners of the parent 2,252 3,387
Profit per share (basic and diluted)
Basic profit per ordinary share (pence) 11 0.18p 0.27p
Diluted profit per ordinary share (pence) 11 0.16p 0.25p
Adjusted basic operating earnings per ordinary share (pence) 11 0.30p 0.29p
Adjusted diluted operating earnings per ordinary share (pence) 11 0.16p 0.25p
All transactions arise from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 At 31
December December
Note 2024 2023
£000's £000's
Non-current assets
Intangible assets 13 12,274 12,661
Property, plant and equipment 14 1,962 2,210
Deferred tax asset 16 2,426 2,183
16,662 17,054
Current assets
Trade and other receivables 17 8,434 6,523
Cash and cash equivalents 7,603 6,920
16,037 13,443
Current liabilities
Trade and other payables 18 (8,741) (8,860)
Bank Loans <1 year 20 (19) (10)
Lease Liabilities 19 (249) (212)
(9,009) (9,082)
Non-current liabilities
Lease Liabilities 19 (1,463) (1,487)
Deferred tax liability 16 (596) (674)
Bank loans >1 year 20 (116) (143)
Provisions 21 (224) (516)
(2,399) (2,820)
Net Assets 21,291 18,595
Equity
Share capital 22 1,292 1,288
Share premium 23 - 89,095
Capital redemption reserve - 6,660
Merger reserve (24,060) (24,060)
Merger relief reserve - 62,624
Distributable reserve 158,436 -
Retained deficit (114,533) (117,177)
Translation reserve 156 165
Total equity 21,291 18,595
The financial statements on pages 53 to 82 were authorised for issue by the
Board of Directors on 10 April 2025 and were signed on its behalf by
Philippa Norridge
Chief Financial Officer
CONSOLIDATED STATEMENT OF CASHFLOWS
2024 2023
£000's £000's
Operating activities
Profit before tax 1,952 1,110
Adjustments:
Depreciation, amortisation and impairment 1,031 1,108
Finance income (252) (198)
Finance costs 195 143
Share based payment charges 383 435
(Increase)/decrease in trade and other receivables (1,261) 2,252
Decrease in trade and other payables (418) (3,076)
Tax (paid)/received (7) 49
Cash inflow from operating activities 1,623 1,823
Investing activities
Acquisition of subsidiaries - (4,756)
Net cash acquired on acquisition - (27)
Loan to potential acquisition (650) -
Purchase of property plant and equipment (167) (156)
Interest received 252 198
Cash outflow from investing activities (565) (4,741)
Cash flows from financing activities
Issue of share capital 61 4,750
Interest paid (195) (143)
Repayment of borrowings (18) (634)
Repayment of lease liability (214) (619)
Cash (outflow)/inflow from financing activities (366) 3,355
Net increase in cash and cash equivalents 692 437
Movement in net cash
Cash and cash equivalents, beginning of year 6,920 6,485
Increase in cash and cash equivalents 692 437
Movement in foreign exchange (9) (2)
Cash and cash equivalents, end of year 7,603 6,920
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Capital Share premium Distributable Reserve 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 £000's
At 1 January 2023 1,081 84,551 6,660 (24,060) 62,624 167 - (121,001) 10,022
Shares issued during the year 207 4,544 - - - - - - 4,751
Equity settled share based payments - - - - - - - 435 435
Transactions with owners 207 4,544 - - - - - 435 5,186
Other comprehensive income
Profit and total comprehensive income for the year - - - - - (2) - 3,389 3,387
At 31 December 2023 1,288 89,095 6,660 (24,060) 62,624 165 - (117,177) 18,595
Shares issued during the year 4 57 - - - - - - 61
Equity settled share based payments - - - - - - - 383 383
Capital Restructure - (89,152) (6,660) - (62,624) - 158,436 - -
Transactions with owners 4 (89,095) (6,660) - (62,624) - 158,436 383 444
Other Comprehensive income
Profit and total comprehensive income for the year - - - - - (9) - 2,261 2,252
At 31 December 2024 1,292 - - (24,060) - 156 158,436 (114,533) 21,291
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2024
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 2024 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 9-10, and Principal Risks and Uncertainties on
page 12. 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
2024 were £7.6 million (2023: £6.9 million). The Group made a profit before
tax of £2.0 million for the year ended 31 December 2024 (2023: £1.1
million), and generated an increase in cash and cash equivalents in 2024 of
£0.7 million (2023: £0.4 million). The Group has net assets of £21.1
million (2023: £18.6 million).
The Directors have prepared detailed cash flow projections for the period to
31 December 2025 and for the following 6 month period to 30 June 2026 which
are based on their current expectations of trading prospects. The Group
achieved positive cashflow of £0.7 million in H2 2024, and the Board
forecasts that the Group will continue to achieve positive cash inflows in
2025. The Directors have considered the initial, deferred and contingent
consideration payments for recent acquisitions in their cashflow projections.
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.
2.2 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
2024, with comparative information presented for the year ended 31 December
2023. 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.
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.
2.3 Adoption of new and revised standards
The Group has applied the following amendments to IFRS during the year:
· IFRS 16 - Lease Liability in a Sale and Leaseback;
· IAS 1 - Non-current Liabilities with Covenants;
· IAS 1 - Classification of Liabilities as Current or Non-current;
and
· IAS 12 - International Tax Reform - Pillar Two Model Rules.
Other Standards and amendments that are not yet effective and have not been
adopted early by the Company include:
· Amendments to IAS 21- Lack of Exchangeability; and
· IFRS 18 - Presentation and Disclosures in Financial Statements.
The directors are assessing the impact of these amendments on future periods.
3 Statement of compliance
The financial statements have been prepared in accordance with the accounting
policies and presentation required by UK adopted International Accounting
Standards, and International Financial Reporting Interpretations Committee
("IFRIC") Interpretations as endorsed for use in the UK. The financial
statements except certain financial assets and liabilities, share based
payments and assets and liabilities acquired as part of a business combination
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:
Media & Technology revenue:
· 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.
Content 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.
· 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;
4.2 Interest income
Interest income and expenses are reported on an accrual basis using the
effective interest method.
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 Media & Technology and Content. 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.
4.8 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.
4.9 Impairment of intangible assets
At each balance sheet date, the Group reviews the carrying amounts of its
intangible assets and goodwill to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the Group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and
value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific
to the asset.
If the recoverable amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised immediately in profit or
loss.
4.10 Development costs
Expenditure on the research phase of an internal project is recognised as an
expense in the period in which it is incurred. Development costs incurred on
specific projects are capitalised when all the following conditions are
satisfied:
· Completion of the asset is technically feasible so that it
will be available for use or sale;
· The Group intends to complete the asset and use or sell it;
· The Group has the ability to use or sell the asset and the
asset will generate probable future economic benefits (over and above cost);
· There are adequate technical, financial and other resources
to complete the development and to use or sell the asset; and
· The expenditure attributable to the asset during its
development can be measured reliably.
Development costs not meeting the criteria for capitalisation are expensed as
incurred. The cost of an internally generated asset comprises all directly
attributable costs necessary to create, produce and prepare the asset to be
capable of operating in the manner intended by management. Directly
attributable costs include employee (other than Director) costs incurred along
with third party costs.
Judgement by the Directors is applied when deciding whether the recognition
requirements for development costs have been met. Judgements are based on
the information available at the time when costs are incurred. In addition,
all internal activities related to the research and development of new
projects is continuously monitored by the Directors.
4.11 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.
4.12 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.
4.13 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.
Distributable reserve
This reserve was created during the year as a result of the capital
restructuring carried out to create additional distributable reserves.
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.
4.14 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.
4.15 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.
4.16 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.
4.17 Restructuring Costs
Restructuring costs relate to corporate re-organisation activities previously
undertaken or announced, as detailed in note 8.
4.18 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.
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.
Expected credit losses
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 two geographic areas (United Kingdom & Europe and
Rest of the world) and the information is presented based on the customers'
location.
2024 2023
Revenue £000's £000's
United Kingdom & Europe 29,862 31,558
Rest of the world 2,966 4,146
Total revenue 32,828 35,704
The Group identifies two revenue streams, Media and Technology and Content.
The analysis of revenue by each stream is detailed below, a detailed overview
can be found in the Strategic Report.
Revenue 2024 2023
£000's £000's
Media and Technology 12,623 16,828
Content 20,205 18,876
Total revenue 32,828 35,704
Gross profit 2024 2023
£000's £000's
Media and Technology 10,331 11,888
Content 11,010 9,014
Total gross profit 21,341 20,902
Timing of revenue recognition
The following table includes revenue from contracts disaggregated by the
timing of recognition.
2024 2023
£000's £000's
Products and services transferred at a point in time 8,658 10,077
Products and services transferred over time 24,170 25,627
Total revenue 32,828 35,704
7 Operating Profit and Profit before taxation
The operating profit and the profit before taxation are stated after:
2024 2023
£000's £000's
Auditor's remuneration:
Audit services 145 143
- Audit related services - 4
- Depreciation: property, plant and equipment 644 694
Impairment of intangible assets - 26
Amortisation of intangible assets 387 388
Foreign exchange loss 56 35
8 Restructuring costs
2024 2023
£000's £000's
Restructuring costs 927 832
Restructuring costs in 2024 relate to termination payments and legal costs for
the closure of our US office, unused property leases acquired with
SocialChain, duplicated IT contracts now replaced, restructuring costs in
relation to our Commerce division, corporate reorganisation costs and
professional fees associated with reduction in capital. 2023 restructuring
costs related to corporate reorganisation activities as a result of the
acquisition of SocialChain.
9 Finance income and costs
2024 2023
£000's £000's
Bank interest 252 198
2024 2023
£000's £000's
Interest expense for leasing arrangements 159 57
Interest on bank loans 36 86
195 143
10 Income tax credit
Major components of tax credit:
2024 2023
£000's £000's
Current tax:
UK corporation tax at 25.00% (2023: 23.52%) - (49)
Overseas tax 9 3
Prior year adjustment - (1)
Total current tax 9 (47)
Deferred Tax: (299) (2,243)
Originations and reversal of temporary differences (Note 16)
Adjustments to tax charge in respect of previous periods - deferred tax (19) 11
Tax credit on profit on ordinary activities (309) (2,279)
UK corporation tax is calculated at 25.00% (2023: 23.52%) 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:
2024 2023
£000's £000's
Profit on ordinary activities before tax 1,952 1,110
Income tax using the Company's domestic tax rate 25.00% (2023: 23.52%) 488 261
Effect of:
Property, plant and equipment differences 11 (1)
Intangible asset differences - -
Expenses not deductible for tax purposes 316 342
Income not taxable for tax purposes (55) -
Other permanent differences (6) (3)
Adjustments to tax charge in respect of previous periods - current tax - (50)
Adjustments to tax charge in respect of previous periods - deferred tax (19) 11
Remeasurement of deferred tax for changes in tax rates - 37
Deferred tax liabilities recognised (86) (80)
Movement in deferred tax not recognised (968) (2,790)
Difference in tax rates 10 (6)
Total tax credit for the year (309) (2,279)
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 2023 or 2024. 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.
2024 2023
Weighted average number of ordinary shares 1,289,619,958 1,268,861,088
Dilution due to share options 81,300,060 96,616,725
Total weighted average number of ordinary shares 1,370,920,018 1,365,477,813
Basic earnings per ordinary share (pence) 0.18p 0.27p
Diluted earnings per ordinary share (pence) 0.16p 0.25p
Adjusted basic operating earnings per ordinary share (pence) 0.30p 0.29p
Adjusted diluted operating earnings per ordinary share (pence) 0.28p 0.27p
2024 2023
£000's £000's
Profit after tax 2,261 3,389
Equity settled share based payments 383 435
Restructuring costs 927 832
Acquisition costs 255 847
Impairment charge - 26
Amortisation of acquired intangibles 387 388
Tax credit (309) (2,279)
Adjusted operating profit for the year attributable to the equity shareholders 3,904 3,638
12 Directors and employees
The average number of persons (including Directors) employed by the Group
during the year was:
2024 2023
Number Number
Sales, production and operations 155 209
Support services and senior executives 37 42
192 251
The aggregate cost of these employees was:
2024 2023
£000's £000's
Wages and salaries 12,076 12,403
Payroll taxes 1,016 957
Pension contributions 411 569
13,503 13,929
Directors emoluments paid during the period and included in the above figures
were:
2024 2023
£000's £000's
Emoluments 521 483
521 483
The highest paid Director received emoluments totalling £0.2 million (2023:
£0.2 million). The amount of share based payments charge (see Note 24)
which relates to the Directors was £0.3 million. (2023: £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:
2024 2023
£000's £000's
Salaries including bonuses 458 424
Social security costs 63 59
Total Emoluments 521 483
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 2023 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
Additions - - - - - -
At 31 December 2024 45,177 2,034 5,213 1,119 22,020 75,563
Amortisation and impairment
At 1 January 2023 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
Charge for the year - 33 - 73 281 387
At 31 December 2024 35,075 2,024 5,213 895 20,082 63,289
Net Book Value
At 31 December 2022 5,015 76 - - 1,179 6,270
At 31 December 2023 10,102 43 - 297 2,219 12,661
At 31 December 2024 10,102 10 - 224 1,938 12,274
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 2024, the intangible assets were assessed for impairment.
The impairment charge was £nil (2023: £0.03 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 2023 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 1,919 352 386 31 2,688
Additions 282 54 113 - 449
Disposals (301) - - - (301)
At 31 December 2024 1,900 406 499 31 2,836
Depreciation and impairment
At 1 January 2023 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
Charge for the year 420 87 127 10 644
Disposals (248) - - - (248)
At 31 December 2024 413 145 295 21 874
Net Book Value
At 31 December 2022 276 3 68 25 372
At 31 December 2023 1,678 294 218 20 2,210
At 31 December 2024 1,487 261 204 10 1,962
15 Impairment charge
2024 2023
£000's £000's
Impairment of intangible assets - 26
Total impairment charge - 26
During the year the Group assessed the value in use of the brand names. The
impairment charge was £nil (2023: £0.03m). The charge in 2023 was as a
result of the rebranding of Best Response Media to Brave Bison Commerce, the
value in use of the brand was assessed to be zero.
16 Deferred taxation assets and liabilities
Deferred tax recognised:
2024 2023
£000's £000's
Deferred tax
Deferred tax asset 2,426 2,183
Deferred tax liability (596) (674)
1,830 1,509
Unutilised tax losses carried forward which have not been recognised as a
deferred tax asset at 31 December 2024 were £45.1 million (2023: £48.8
million). These have not been recognised due to uncertainty about future
consistent taxable profits. Deferred tax has been calculated at a rate of 25%.
Reconciliation of movement in deferred tax
Deferred tax
£000's
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
Recognised in the income statement 321
As at 31 December 2024 1,830
This deferred tax asset relates to short term timing differences and an asset
in respect of tax losses brought forward.
17 Trade and other receivables
2024 2023
£000's £000's
Trade receivables 5,093 4,549
Less allowance for expected credit losses (161) (361)
Net trade receivables 4,932 4,188
Unbilled income 1,380 1,311
Other receivables 2,122 1,024
8,434 6,523
The contractual value of trade receivables is £5.1 million (2023: £4.5
million). Their carrying value is assessed to be £4.9 million (2023: £4.2
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:
2024 2023
£000's £000's
Not overdue 3,218 2,687
Not more than three months 1,586 1,617
More than three months but not more than six months 39 67
More than six months but not more than one year 141 56
More than one year (52) (239)
4,932 4,188
The movement in provision for expected credit losses can be reconciled as
follows:
2024 2023
£000's £000's
Opening provision (361) (587)
Provisions from acquisition of Social Chain - (57)
Receivables provided for during period (161) (210)
Reversal of previous provisions 361 493
(161) (361)
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 (2023: £nil).
The other classes within trade and other receivables do not contain impaired
assets.
18 Trade and other payables
2024 2023
£000's £000's
Trade payables 2,687 2,226
Other taxation and social security 869 1,296
Contract liabilities 1,408 1,356
Accruals 3,777 3,982
8,741 8,860
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 85 days (2023: 55
days).
Contract liabilities are utilised upon satisfaction of the associated contract
performance obligations. The 2024 contract liability of £1.4 million is
expected to be utilised in the next reporting periods upon satisfaction of the
associated performance obligation. The 2023 contract liability of £1.4
million was recognised within revenue during 2024 upon satisfaction of the
associated performance obligation.
19 Lease Liabilities
Lease liabilities are presented in the statement of financial position as
follows:
2024 2023
£000's £000's
Current 249 212
Non-current 1,463 1,487
1,712 1,699
The Group entered into two new office leases during the year which expire in
June 2026. The Group continues to hold an office lease which will expire in
November 2029. Four existing office leases expired in June 2024. 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 3 1.5 - 5 years 2.6 years - -
The lease liabilities are secured by the related underlying assets. Future
minimum lease payments at 31 December 2024 were as follows:
Within one year One to six years Total
£000's £000's £000's
Lease payments 394 1,725 2,119
Finance charges (145) (262) (407)
Net present values 249 1,463 1,712
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 2024 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
2024 2023
£000's £000's
Loan <1 year 19 10
Loan >1 year 116 143
135 153
The Group has a Bounce Back Loan Agreement which is due to be fully repaid in
2026. The repayment amount and timing of each instalment is based on a fixed
interest rate of 2.5% payable on the outstanding principal amount of the loan
and applicable until the final repayment date. This loan is unsecured. The
Group 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 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
2024 2023
£000's £000's
Dilapidations provision 14 397
Other provisions 210 119
224 516
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
Release of dilapidation provision from Social Chain (383)
Other provisions from Social Chain 91
As at 31 December 2024 224
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 2024 At 31 December 2023
Number £000's Number £000's
Ordinary shares of £0.001 1,291,813,947 1,292 1,288,147,280 1,288
Total ordinary share capital of the Company 1,292 1,288
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
Share options exercised 3,666,667 4 57
Capital restructuring - - (89,152)
At 31 December 2024 1,291,813,947 1,292 -
24 Share options
During 2024 Brave Bison Limited granted 2,500,000 RSUs (2023: 37,500,000).
The options vest annually over a 3 year period to senior employees in the
business. The exercise price of the RSUs were between 2.25 - 2.78 pence..
The options were valued using the Black-Scholes valuation model, using the
following assumptions.
2024 2023
Expected option life 4 years 4 years
Expected volatility 50% 50%
Weighted average volatility 50% 50%
Risk-free interest rate 0 - 3.5% 0 - 3.5%
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 (2023: £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 2024 is £0.3 million (2023: £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 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
Number Weighted average exercise price
For the year ended 31 December 2024
Outstanding at the beginning of the year 97,809,584 1.43p
Granted during the year 2,500,000 2.49p
Exercised during the year (3,666,667) (1.66p)
Cancelled during the year (14,149,998) (2.12p)
Outstanding at the end of the year 82,492,919 1.10p
Exercisable at the end of the year 49,460,149 1.29p
Share options expire after 10 years, the options above expiring between May
2030 and August 2034.
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
Brave Bison Commerce Limited Ordinary UK 100% Commerce agency
Brave Bison Performance 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
Asia Pacific Pte. Ltd. Brave Bison Limited, Brave Bison Commerce Limited,
Brave Bison Performance 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
2024 2023
£000's £000's
Financial assets at amortised cost
Trade and other receivables 9,473 5,850
Cash and bank balances 7,603 6,920
17,076 12,770
Financial liabilities at amortised cost
Trade and other payables 8,146 8,755
Lease liabilities 1,712 1,699
Bank Loans 135 153
9,993 10,607
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 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
Financial assets 15,374 1,414 3 187 98 17,076
Financial liabilities (8,000) (1,843) (7) (61) (82) (9,993)
Total exposure at 7,374 (429) (4) 126 16 7,083
31 December 2024
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 2023 2 (2) 1 (1) (21) 21
For the year to 31 December 2024 43 (43) - - (13) 13
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. 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).
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 2023
Trade and other payables 8,755 8,755 - -
Lease liabilities 1,699 212 1,222 265
As at 31 December 2024
Trade and other payables 8,146 8,146 - -
Lease liabilities 1,712 249 1,198 265
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:
2024 2023
£000's £000's
Amounts charged to Tangent Marketing Services Limited by Brave Bison
Recharge for HR related salary 35 33
Recharge for IT related salary 9 33
Recharge for facilities staff salary 10 17
Recharge for other expenses 1 -
Charge for marketing related costs 8 -
Charge for property related costs 77 76
Charge for client related work 58 19
Charge for IT related costs - 10
Recharge of other staff costs - 7
198 195
2024 2023
£000's £000's
Amounts charged to Brave Bison by Tangent Marketing Services Limited
Charge for client related work - 67
- 67
2024 2023
£000's £000's
Amounts charged to Printed Group Limited by Brave Bison
Charge for property related costs 38 39
Charge for client related work 66 96
104 135
At 31 At 31
December December
2024 2023
£000's £000's
Amounts owed by Tangent Marketing Services Limited 89 21
Amounts owed by Printed Group Limited 1 22
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 2023 1,699 143 10 1,852
Cashflows 13 (27) 9 (5)
At 31 December 2024 1,712 116 19 1,847
29 Post balance sheet events
On 3 January 2025, the Group acquired the entire issued share capital of
Engage Digital Partners Limited ('Engage'). Engage is a global sports
marketing company that works with the world's largest sports brands and
federations including Formula 1, ICC, Real Madrid and New Zealand Rugby.
The provisional 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 - 11,001 11,001
Tangible Assets 194 - 194
Trade and other receivables 891 - 891
Cash and cash equivalents 465 - 465
Current liabilities (3,831) - (3,831)
Non-current liabilities (192) - (192)
Deferred tax (29) - (29
(2,501) 11,001 8,500
The consideration for the acquisition is as follows:
£000's
Contingent share consideration 2,000
Contingent cash consideration 6,500
8,500
The contingent share consideration is dependent on share price and group net
revenues, and the above reflects the value of the shares that would be issued
at a £0.03p price per share. The contingent cash consideration is payable
over 3 years based on performance targets, and the amount recognised above is
the maximum amount payable under the agreement.
The fair value of the financial assets includes trade and other receivables
with a fair value of £0.8million and a gross contractual value of £0.8
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 Engage into
the Group's existing business. The Group has carried out an interim fair
value adjustment exercise and will be completing a full year exercise within
the one year measurement period from the date of acquisition in accordance
with IFRS3. At the interim valuation stage, the Group has not been able to
reliably estimate the fair value of acquired intangibles, and therefore the
excess of consideration over fair value of other identifiable assets and
liabilities has been allocated to goodwill. Once the full valuation exercise
has been completed additional intangible assets may be recognised separately
from goodwill.
On 27 March 2025, the Company acquired the entire issued share capital of
Builtvisible Holdings Ltd. Builtvisible is a leading performance
marketing agency specialising in organic performance strategies through the
use of search engine optimisation.
The provisional 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 - 3,918 3,918
Tangible Assets 33 - 33
Trade and other receivables 426 - 426
Cash and cash equivalents 230 - 230
Current liabilities (822) - (822)
Non-current liabilities (221) - (221)
Deferred tax (10) - (10)
(364) 3,918 3,554
It is noted however that the completion balance sheet has not yet been
prepared and agreed, so these numbers are expected to be amended once that
process is completed. At this stage the Group has not been able to reliably
estimate the fair value of acquired intangibles, and therefore the excess of
consideration over fair value of other identifiable assets and liabilities has
been allocated to goodwill. Once the full valuation exercise has been
completed additional intangible assets may be recognised separately from
goodwill.
The consideration for the acquisition is as follows:
£000's
Initial cash consideration 1,513
Deferred cash consideration 999
Contingent cash consideration 461
Contingent share consideration 540
Expected completion account adjustment 41
3,554
The contingent cash consideration is payable over 2 years dependant on
performance targets. The amount recognised above is the maximum amount that
would be paid out under the agreement. The contingent share consideration is
dependent on share price and group net revenues, and the above reflects the
value of the shares that would be issued at the 6 week volume weighted
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. END FR PKCBDOBKDCQKRecent news on Brave Bison
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