TIDMBBSN
RNS Number : 0986B
Brave Bison Group PLC
31 March 2017
Brave Bison Group plc
("Brave Bison" or "the Group" or "the Company")
Full year results for the twelve months ended 31 December
2016
Brave Bison Group plc (AIM: BBSN), the independent digital media
& social video broadcaster, today announces its audited full
year results for the twelve months ended 31 December 2016.
The Group re-branded and changed its name from Rightster Group
plc to Brave Bison Group plc on 9 May 2016.
Since the period end on 31 December 2016, the Group continues to
trade in line with management expectations.
Key Highlights
-- Net Revenue has increased by 22% to GBP17.7 million (2015:
GBP14.6 million). Growth was focussed in H1 2016 (38% growth versus
the same period in 2015), centred around the Euro 2016 football
tournament, and slipped in H2 2016 (7% growth versus the same
period in 2015)
-- Gross Profit has risen by 26% to GBP7.7 million (2015: GBP6.1 million)
-- A material share of the revenue growth versus 2015, GBP4.1
million (128% growth) was from a low margin revenue stream, earning
less than 10% Gross Profit. This activity is expected to cease in
2017
-- EBITDA loss has reduced by 74% to GBP3.5 million (2015:
GBP13.6 million). This includes the benefit of a GBP1.4 million
foreign exchange gain (2015: GBP0.2m loss)
-- Cash outflow from operating activities has reduced by 46% to
GBP4.5 million (2015: GBP8.3 million)
-- The Group now has offices in 3 locations (2015: 9)
-- The Group completed a GBP10 million fundraise (before expenses) on 6 January 2016
-- The Group continues its commitment to the APAC region with
increased headcount and the formation of a legal entity, Brave
Bison Asia Pacific Pte.
-- Headcount at year-end including contractors has reduced by 44% to 81 (2015: 144)
Post Period
-- On 8 January 2017, Ashley MacKenzie resigned from his role as
Chief Executive Officer, he remains on the board as a Director
-- On 30 January 2017 Kevin Deeley, Chief Finance Officer,
additionally assumed the responsibilities of Chief Executive
Officer. It is intended that he will carry out these
responsibilities until the Group appoints a new Chief Executive
Officer, the search for which is well underway
-- In February 2017, the Group's flagship owned and operated
brand "SlashFootball" was opened up to commercial opportunities
-- In March 2017, the Group opened a dedicated studio space,
Yellowstone Studios, to create more content, at a faster pace and
at a lower cost
Kevin Deeley, Chief Operating and Finance Officer,
commented:
"Brave Bison continues to deliver on the strategy set out by the
Board - moving from a third-party technology provider to a social
video broadcaster, coupled with a continuous programme of cost
efficiency.
Our aim is to create a higher margin business from further
content monetisation opportunities and with 2016 investments
starting to move the business up the value chain to intellectual
property rights ownership.
Today I am particularly pleased to announce the new Brave Bison
studio space, Yellowstone Studios, which will enable us to create
more content, more quickly and much more cost-effectively. The
studio, alongside our recently launched flagship channel,
SlashFootball, will support the rapid development of additional
owned and operated content in 2017."
For further information please contact:
Brave Bison Group plc
Kevin Deeley (Chief Operating and via FTI Consulting
Finance Officer)
Stockdale Securities Limited
Richard Johnson / Andy Crossley Tel: 020 7601 6100
FTI Consulting
Rob Mindell / Charles Palmer Tel: 020 3727 1000
This announcement is available on the Group's website,
www.bravebison.io.
This announcement contains inside information as defined in EU
Regulation No. 596/2014 and is in accordance with the Brave Bison
obligations under Article 17 of that Regulation.
Chairman's Report
Last year's Chairman's report contained the statement "Turning a
company around is not an easy task." This has indeed been the case,
as is obvious from our recent announcements, and we are still some
way from achieving that objective.
It has not been made easier by the departure of two senior
executives on whom the promise was largely based, the loss of two
large contracts which are not easily replaced and the conclusion
that a third contract, representing a major slice of stated
revenue, enjoyed terms which, unless improved, were unacceptable in
terms of margin and cash flow - a position still under review.
Therefore assumptions made for 2017 show a considerable reduction
in revenue but improvements in margin and cash flow.
But much was achieved in terms of cost reduction by the
management team as the results for 2016 show. An EBITDA Loss of
GBP3.5 million (2015: GBP13.6 million), not in itself something to
boast about, illustrates the success in reducing a bloated
structure to something more manageable relative to the 2015 results
and with some GBP7.1 million in cash at the end of the year the
Group has no immediate liquidity concerns.
But the question shareholders will be asking is: "Where do we go
from here?" The strategy of developing new intellectual property
and reducing reliance on low margin legacy business, outlined
during the raising of capital 18 months ago, remains. Considerable
effort is being put into this area including the hire of a key
executive. Our football channel launched in 2016 is gaining
momentum and new opportunities are being explored. However
launching new products into consumer markets is not without risk
and the stop/go button is an essential part of the wiring.
The ever-expanding world of online video continues to present
opportunities and with Facebook becoming increasingly interested in
this space, there are likely to be new revenue streams available to
those able to take advantage.
The departures of Ashley MacKenzie after little more than a year
as CEO and, earlier, that of COO Richard Mansell for private family
reasons is not to be under-estimated. This, together with the
additional departure of our Asia Pacific commercial leader from
Singapore, stretched our sales effort and impacted revenues in the
final part of the year. The latter position has been filled and the
search for a replacement CEO is well underway.
It is both gratifying and reassuring that business is still
being done and new contracts being won. CFO Kevin Deeley has
assumed the role of interim CEO, and others have taken on larger
responsibilities as we evaluate our strategy going forward.
Your Board is very conscious of the need to restore value in
this business by whatever means are most appropriate. We and the
staff of Brave Bison are working hard to do so. We see
opportunities ahead and look forward to making progress with a more
focussed and tightly knit Group.
Sir Robin Miller
Chairman, Brave Bison Group plc
Strategic Report
Trading Results
2016 saw the execution of the strategy outlined by the new
management team when they arrived in late 2015. In particular the
drive to simplify the business and reduce costs, whilst
simultaneously investing in the creation of new intellectual
property rights, which will in future allow the Group to monetise
its own content, have been the dominant themes.
Net Revenue increased by 22% to GBP17.7 million (2015: GBP14.6
million). After strong revenue growth of 38% in the first half of
2016 versus the first half of 2015, centred around the Euro 2016
football tournament, the second half of the year was challenging,
with growth slowing to 7% versus the second half of 2015.
The Group continues to carry out as its primary activity, the
monetisation of online video content which, can be sub-divided into
two main underlying revenue streams, namely Advertising and Fee
Based Services.
Advertising revenue rose 39% to GBP13.6 million (2015: GBP9.8
million). We have continued to see success in the world of high
value brand deals, and amongst others have delivered six-figure
campaigns with Procter & Gamble, Ford, Universal Pictures and
Morrisons. Our ability to match popular influencers, sourced via
Brave Talent our international social talent management business,
to relevant brands and then successfully promote those campaigns
across multiple platforms continues to be a successful formula.
Where advertising revenue is concerned, it is clear that the APAC
region merits a continuing presence and indeed further investment.
We have grown headcount to eight in APAC in 2016 and opened a local
company, Brave Bison Asia Pacific Pte. Limited, to demonstrate our
commitment to the region, and we plan to develop the business and
add further resources in the future. Other revenue streams include
the viral video licensing business, where revenues were materially
flat. This is an important segment strategically as user-generated
content is very effective at driving viewing, and the Group has
recently revamped its offering and committed to investing further
resources, for example in the launch of a new product, the "Viral
Vault".
Fee Based Services revenue fell 14% to GBP4.1 million (2015:
GBP4.7 million). This is largely due to the long term decline of
the old Rightster Theatrical business, acquired with the Preview
Networks acquisition in April 2013, where revenues fell to GBP0.2
million (2015: GBP0.8 million). This operation was finally shut
down in late 2016. Other fee based service revenues overall were
relatively stable, indeed live streaming revenues increased from
GBP1.1 million to GBP1.3 million. This revenue stream was largely a
result of the long-term partnership with the Australian Football
League. This four year contract, originally signed in 2012, came to
its natural end in Q4 2016 and aside from a short-term extension it
was not renewed for a further season. The Group had anticipated
this and the directly affected cost base was quickly reduced in
early 2017. The other material part of this revenue line, managing
the online video presence of major corporates was materially
unchanged year on year. However, a major part of this revenue is
the contract with a major Hollywood movie studio which ended in Q4
2016 and was not renewed. There is much work to do to rebuild this
product line, and there is some cause for optimism having signed a
low six-figure contract with a major multi-national in early 2017.
The Group remains committed to this segment as it represents stable
high-margin earnings over longer periods as compared to the more
transactional advertising revenue stream, albeit that when
individual contracts end the impact upon revenue and profits is
more pronounced.
After several years of anticipation, in 2016 Facebook began to
more publically embrace advertising around video on its platform.
Whilst it is still too early to see how this will develop and how
fast, the potential growth from leveraging Facebook's scale is
huge, which can only be a good thing for content owners and
advertisers moving forward. The Group continues to position its
activities to take advantage of any future developments.
With large audience and revenue growth available to owners of
intellectual property rights in the social video space, we are
focused on delivering on this valuable strategic goal. To that end
in Q3 2016 we appointed a proven entrepreneur and creative leader,
Will Pyne, to lead our growing creative team and oversee our
continued investment in our flagship brand "SlashFootball" where we
have now developed several formats that are attracting large
audiences on advertiser friendly platforms like Facebook and
YouTube. We expect to begin monetising these properties in 2017.
This owned and operated content fits in well with our exclusive
right to manage aspects of the video monetisation of 60+ official
club sites on behalf of the English Football League. Football is
the largest global sport and a huge commercial platform that aligns
well to our territorial focus of Europe and Asia-Pacific,
particularly in the run-up to the 2018 World Cup. In early 2017 we
have opened our dedicated studio space, Yellowstone Studios, which
will enable us to create more content, quicker and much more
cost-effectively. The studio, and the key learnings from our
SlashFootball launch, will support us as we seek to rapidly develop
additional owned and operated properties alongside football, where
we see gaps in the market.
Gross Profit has risen in absolute terms, by 26% to GBP7.7
million (2015: GBP6.1 million) and as a share of revenue, the gross
profit percentage has risen from 42% in 2015 to 43% in 2016. Profit
margins have now begun to grow as we invest more in products that
have higher margin potential and phase out those delivering little
or no margin. However there is still much to do. With respect to
the 2015 to 2016 revenue growth, whilst strong overall, the revenue
growth has been the result of a GBP4.1 million (128%) rise in sales
of a product yielding 10% gross margin or less, whilst sales of all
other products, yielding 68% overall, fell GBP0.9 million (8%). In
turn historically this lower margin activity has required the
deployment of very material, and unsustainable, amounts of
capital.
Curtailing these activities is the right thing to do even if the
consequence is lower headline revenues. As the Group continues its
journey from being a third party technology provider to being a
social video broadcaster owning Intellectual Property rights, it
will continue to move up the value chain, and gross profit margin
should stabilise and rise.
Operating loss has decreased to GBP6.4 million in 2016 from
GBP14.5 million in 2015, due to the revenue growth previously
described and a significant reduction in the cost base. During 2016
the Group decided to close its small offices in Paris, Madrid, Los
Angeles, Gurgaon, Milan, Melbourne and Copenhagen and consolidate
its operations in two hubs, being Europe centred in a smaller
London office and APAC centred in Singapore. As a result, the Group
ended the year with 81 FTE's (including contractors), compared to
144 FTE's (including contractors) at the end of the prior period.
Any future new headcount will be invested in key territories and
products where we see potential for profitable growth.
The Group continues to invest small amounts in proprietorial
technology tools like Totem and Viral Vault, to drive internal
productivity and enhance the customer experience.
As a direct result of the fall in the value of sterling in
mid-2016, following the result of the UK referendum on membership
of the EU, a material gain on foreign exchange was generated from
the revaluation of long-standing material inter-company balances
denominated in non-UK currencies. Whilst this has no operational or
cash impact, it is not helpful to have exposure to this level of
potential volatility in Operating Profit. As a result the Group
has, together with its professional advisors, conducted a territory
by territory review of such amounts and where appropriate and tax
efficient they have been reduced or eliminated. At the time of the
referendum the Group held the GBP equivalent of GBP8.4 million in
net inter-company balances denominated in foreign currencies, the
equivalent at 31 December 2016 is GBP0.05 million. All gains and
losses on re-translation of foreign currency monetary balances are
recognised in profit or loss on translation at the reporting date.
For the year these amounted to a GBP0.9 million gain (2015: GBP0.1
million loss).
The Group stock option charge for the year was GBP0.5 million
(2015: GBP1.1 million). The Group will continue to use stock
options as a means of incentivising and retaining key talent going
forward, and the board is in the process of reviewing the current
arrangements to make this more effective.
Restructuring costs associated with headcount decreases,
property rationalisation and associated legal costs have fallen
slightly to GBP1.2 million (2015: GBP1.6 million).
The Loss before tax for the year was GBP6.5 million versus
GBP54.4 million for the prior year. This consists of the following
main items:
-- The Operating loss analysed above
-- Exceptional costs totalled GBPnil million, in 2015 these
amounts totalled GBP2.2 million and comprised acquisition-related
items.
-- Impairment charge of GBPnil million (2015: GBP36.0 million).
-- Financing costs totalling GBPnil million (2015: GBP1.7
million). The 2015 amount relates to the discount on deferred
consideration on the acquisitions made in prior years and is a
non-cash charge, and
-- Depreciation and Amortisation of Tangible and Intangible
Assets of GBP2.9 million (2015: GBP3.0 million)
Acquisitions
There were no acquisitions in the year, and all outstanding
matters related to previous acquisitions were concluded in
2015.
Fundraising activity
The Group raised GBP10 million of new funding (before expenses)
on 6 January 2016. This is further described in the Significant
Events section of the Director's Report.
In October 2016 the Group obtained agreement from Barclays Bank
to provide up to GBP2 million overdraft facility on market terms.
This is further described in Note 2.1 to the Financial
Statements.
Statement of Financial Position
The Group ended the year with GBP7.1 million in cash and cash
equivalents (2015: GBP3.1 million) and GBP0.4 million of
Convertible Loan debt (2015: GBP0.3 million). Brave Bison is a
growth business and operating cash flow is currently negative. Cash
utilised by operating activities was reduced to GBP4.5 million in
2016 from GBP8.3 million in 2015. We anticipate that this will
continue to improve as the Group moves towards profitability under
its current strategy.
The Group is carrying Intangible Assets of GBP17.0 million
(2015: GBP19.1 million). The Group capitalised R&D spend of
GBP0.8 million (2015: GBPnil million) on the development of Owned
and Operated intellectual property in 2016, and GBPnil million on
the legacy Rightster technology platform (2015: GBP1.3 million).
The Intangibles continue to be amortised over their useful
lives.
Principal risks and uncertainties
The Group cannot be certain that it will achieve
profitability
Any adverse events relating to the Group's business, or a
significant delay in the introduction of anticipated new revenue
streams, or a shortfall in such revenue streams in relation to the
Group's expectations, would have an immediate adverse effect on the
Group's business, operating results and financial condition. There
can be no assurance that the Group will be able to introduce
identified cost savings or become profitable in any future period.
The Group is subject to the risks inherent in the operation of a
small and evolving business. It may not be able to successfully
address these risks.
Industry risk
The digital rights and media industry is relatively new and
changing rapidly and, as such, it is difficult to predict the
prospects for and direction of growth in the industry.
The Group operates within competitive markets. The board
believes that it has adopted a competitive business strategy.
However, the Group's business, results, operations and financial
condition could be materially adversely affected by the actions of
its competitors and suppliers. The Group's competitors could bring
superior scale, better known brands, deeper experience or more
compelling products to bear against the Group's existing and
potential business. Intense competition could increase pricing
pressure in the market, manifested, for example, through declining
revenue shares, or increased reliance on the payment of advances
ahead of commercial deals. If the Group is not able to compete
successfully against existing or future competitors, its
competitive position, business, financial condition and results of
operations may be adversely affected. The Group operates its
business using large international technology platforms that it
does not own and which are subject to external factors beyond its
control. An example of this includes the announcement from Google
in March 2017 that it acknowledged advertising was appearing
alongside YouTube content linked to terrorism and extremist views.
Such things happen from time to time in the sectors in which the
Group operates and could therefore impact indirectly upon the
Group.
Technological innovation is progressing quickly and the Group
may fail to keep pace or make the wrong choices
Customer preferences across the breadth of the Group's platform
and commercial offerings are subject to fast and relatively
unpredictable change, as advances in technology progress. Recent
changes have included proliferation of device types, operating
systems, video formats and delivery methods. Further changes are
difficult to predict. If the Group fails to adapt sufficiently
quickly to any changes, there is a risk that revenue will be lost
and ultimately that its proposition will become less competitive in
the market. Technology may progress to the point that in-house
bespoke solutions become so efficient to build and adapt that the
Group's proposition may become obsolete, which would materially
adversely affect the Group's business, financial condition and/or
operating results.
Failure to retain key executives, officers, managers and
technical personnel could adversely affect the Group's operating
and financial performance
Retaining and motivating technical and managerial personnel is a
critical component of the future success of the Group's business.
The departure of, or inability to replace quickly, any of the
Group's relatively small number of executive officers or other key
employees could have a negative impact on its operations. In the
event that future departures of employees occur, the Group's
ability to execute its business strategy successfully, or to
continue to provide services to its customers and users or attract
new customers and users, could be adversely affected. The
performance of the Group depends, to a significant extent, upon the
abilities and continued efforts of its senior management. The loss
of the services of any of the key management personnel or the
failure to retain key employees could adversely affect the Group's
ability to maintain and/or improve its operating and financial
performance.
Intellectual property risk
The Group's ability to compete effectively is highly dependent
on its ability to protect its software, commercial offerings and
trade secrets from unauthorised use. Brave Bison believes that it
has taken appropriate measures to protect itself to date (including
copyrights, trademarks, non-disclosure agreements, etc.). However,
the protection provided by these intellectual property rights,
confidentiality and contractual restrictions is limited and varies
between the UK and other countries. There can be no guarantee that
these protections may be adequate to prevent competitors from
taking commercial advantage of unauthorised disclosure of the
Group's sensitive business information. Similarly, these
protections may not prevent competitors from copying, reverse
engineering or independently re-creating the Group's products,
services and technologies to create similar offerings.
In addition, as the volume of content that the Group distributes
increases, claims relating to ownership of content may increase.
Any claims, regardless of their merit, could be expensive and
time-consuming to defend.
Since its inception, the Group has prioritised protection of its
Intellectual Property, primarily that generated by its staff.
Robust employment contracts protect internally generated IP whilst
commercial contracts as well as non-disclosure contracts protect
the Group's IP from external parties. The Group does not sell or
distribute its software, thereby making reverse engineering more
difficult.
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 below.
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 Australian
Dollar, the Euro and the Indian Rupee.
The Group does not use derivatives to hedge translation
exposures. All gains and losses are recognised in the income
statement on translation at the reporting date.
Credit risk
The Group's principal financial assets are cash and cash
equivalents and trade and other receivables. During 2016 the Group
had one client whose revenue accounted for 41% of total net revenue
(2015: 21%). The Group, by policy, routinely assesses the financial
strength of its clients. The Group has no significant concentration
of credit risk at the balance sheet date and continues to monitor
and manage its exposure. The maximum exposure to credit risk is
that shown within the balance sheet. All amounts are short term and
management consider the amounts to be of good credit quality.
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. Operating subsidiaries are financed by
the Group. The Group is primarily funded through equity finance
provided by the shareholders. For further information refer to Note
23 of the financial statements.
Environmental matters
As far as the directors of the Group are aware the Group's
business does not cause an adverse impact on the environment.
Social, community and human rights issues
Brave Bison has adopted a formal equal opportunities policy
which is contained in its employee handbook. The aim of the policy
is to ensure no job applicant, employee or worker is discriminated
against either directly or indirectly on the grounds of race, sex,
disability, sexual orientation, gender reassignment; marriage or
civil partnership; pregnancy or maternity; religion or belief or
age.
Employees
At 31 December 2016, the Group had 81 FTE's (including
contractors) of whom 53 were male and 28 were female. Of the senior
members of management, 6 were male and 1 was female.
On behalf of the board
Kevin Deeley
Chief Operating and Finance Officer, Brave Bison Group plc
Report of the Directors
The directors are pleased to present their report to
shareholders and the audited financial statements for the year
2016.
Brave Bison Group plc was incorporated on 30 October 2013
(initially as "Rightster Group plc"). On 9 May 2016 the Group
changed its name from Rightster Group plc to Brave Bison Group
plc.
On 28 October 2016, the Group established an entity in
Singapore, and the entire share capital of Brave Bison Asia Pacific
Pte. Limited is owned by the Group.
The preparation of the Group's financial statements is in
compliance with IFRS as adopted by the European Union and gives a
true and fair view of the assets, liabilities, financial position
and loss of the Group. The Group financial statements consolidate
the financial statements of Brave Bison Group plc and its
subsidiaries.
Principal activity and business model
The principal activity of the Group is monetising online video
content.
Brave Bison aims to become a leading global player in online
video content marketing with particular emphasis on social media
talent. The Group brings together Content Owners, Creators, Brands
and Publishers and helps them build and engage online audiences
with optimal impact and efficiency. It enables clients to
commercialise their content to audiences worldwide, utilising some
of the most popular online video platforms, including YouTube and
Facebook.
Results and dividends
The results for 2016 are set out in the consolidated income
statement.
The directors do not propose payment of a dividend for 2016.
Review of the period
A comprehensive analysis of the Group's progress and development
is set out in the Chairman's statement and Strategic Report. This
analysis includes comments on the position of the Group at the end
of the financial period.
Significant events
Following the appointment of new management in late 2015, and
the resulting change of strategy, the Group raised GBP10 million of
new funding (before expenses) on 6 January 2016. The net proceeds
of this Placing have allowed the Group to invest in Owned and
Operated content and channels and have provided working capital to
fund the continued operations of, and improvements in, the
business.
There have been various changes to the management team and board
during the year. On 20 May 2016, Niall Dore resigned his employment
and his position as Director and Company Secretary and was
succeeded by Kevin Deeley. Patrick Walker and John Barnett resigned
their positions as Non-Executive Directors on 26 May 2016 and 23
September 2016 respectively. John Barnett was succeeded by Paul
Marshall as nominee Non-Executive Director of Vesuvius Limited.
Richard Mansell resigned his employment and his position as
Director on 24 October 2016.
On 8 January 2017, Ashley MacKenzie resigned from his role as
Chief Executive Officer, he remains on the board as a Director. On
30 January 2017 Kevin Deeley was appointed Chief Operating Officer
and assumed the responsibilities of the Chief Executive Officer. It
is intended that he will continue to carry out these
responsibilities until the Group appoints a new Chief Executive
Officer.
Significant shareholdings
As at 31 December 2016, the following investors held more than
3% of the issued shares in the capital of Brave Bison:
Shareholder Number of Shares % of Total Issued Share
Capital
================================== ================= ========================
Woodford Investment Management
LLP 113,205,556 19.80%
---------------------------------- ----------------- ------------------------
Invesco Asset Management Limited 110,893,101 19.40%
---------------------------------- ----------------- ------------------------
Vesuvius Limited 56,014,648 9.80%
---------------------------------- ----------------- ------------------------
TCG LLC 31,610,503 5.53%
---------------------------------- ----------------- ------------------------
James Russell DeLeon 30,000,000 5.25%
---------------------------------- ----------------- ------------------------
Ashley MacKenzie 23,159,543 4.05%
---------------------------------- ----------------- ------------------------
Kelvin MacKenzie 22,797,766 3.99%
---------------------------------- ----------------- ------------------------
Herald Investment Management
Limited 20,000,000 3.50%
---------------------------------- ----------------- ------------------------
MMC GP Limited 18,960,698 3.32%
---------------------------------- ----------------- ------------------------
The directors' interests are shown in the remuneration
report.
Related party transactions
Details of all related party transactions are set out in Note 25
to the Financial Statements.
Corporate governance
The Director's statement on Corporate Governance is set out on
pages 15 to 18 and forms part of this report.
Going concern assessment
The consolidated financial statements have been prepared on the
going concern basis on the assumption that the Group continues in
operational existence for the foreseeable future.
The Directors have prepared detailed cash flow projections ("the
Projections") which are based on their current expectations of
trading prospects, and accordingly the Directors have concluded
that it is appropriate to continue to adopt the going concern basis
in preparing these financial statements. Further information is
provided in Note 2.1 of these Financial Statements.
The Directors are confident that the Group's forecasts are
achievable, and are committed to taking any actions available to
them to ensure that any shortfall in forecast revenues is mitigated
by cost savings. Accordingly the going concern basis of accounting
has been adopted in preparing these consolidated financial
statements.
Future outlook
The board believes that that the continuing roll out of the
strategic plan, which includes simplifying the business and
focusing on organic revenue growth, will support the Group's path
to profitability. Management continues to work to transform the
business from a third party technology provider to a business
creating and capturing advertising spend, using its expertise in
online video content and audience management. The directors believe
this will enable Brave Bison to become a leading social video
manager and producer with significant global reach amongst
millennials as well as the younger generations.
Annual General Meeting
Brave Bison's Annual General Meeting is scheduled to take place
on 21 June 2017.
Directors
The directors, who served during the year, were as follows:
J A Barnett Ceased on 23 September 2016
N Dore Ceased on 20 May 2016
P Walker Ceased on 26 May 2016
R Mansell Ceased on 24 October 2016
A MacKenzie
Sir R Miller
M Cranmer
K Deeley Appointed 20 May 2016
P Marshall Appointed 21 September 2016
All 9 of the above directors are male.
Statement as to disclosure of information to auditors
So far as the Directors are aware, there is no relevant audit
information (as defined by Section 418 of the Companies Act 2006)
of which the Group's auditor is unaware, and each Director has
taken all the steps that he ought to have taken as a Director in
order to make himself aware of any relevant audit information and
to establish that the Group's auditor is aware of that
information.
Auditors
Grant Thornton UK LLP were reappointed as auditors on 9 May 2016
and, having expressed their willingness to continue in office, will
be proposed for reappointment at the forthcoming Annual General
Meeting in accordance with section 489 of the Companies Act
2006.
On behalf of the board
Sir Robin Miller
Chairman, Brave Bison Group plc
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Strategic
Report, the Report of the Directors and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial period. Under that law the Directors
have prepared the Group financial statements in accordance with
International Financial Reporting Standards IFRS as adopted by the
European Union and elected to prepare the parent Group financial
statements in accordance with the UK Generally Accepted Accounting
Practice (UK accounting standards and applicable laws). Under
company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and Group and of the profit or
loss of the Company and Group for that period. In preparing these
financial statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether applicable IFRS/UK accounting standards have
been followed, subject to any material departures disclosed and
explained in the financial statements;
-- make judgements and accounting estimates that are reasonable and prudent;
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue
in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that the
financial statements comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the Group and,
hence, for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the Group's
website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Statement on Corporate Governance
As a company listed on AIM, Brave Bison Group plc ("Brave
Bison", or the "Company") is not required to comply with the UK
Corporate Governance Code. However, we have reported on the
corporate governance arrangements that we consider to be relevant
to the Group and best practice. The board is committed to the
regular review of Brave Bison's governance structures, its
practices and procedures and the composition and performance of the
board itself to ensure the highest standard of corporate
governance, having regard to available resources. In view of this
commitment in 2016 the Group joined the Quoted Companies
Alliance.
The statement set out below describes the corporate governance
principles applied by the Group.
The Board constitution and procedures
As at 31 December 2016, the board comprised the following: (I)
the Non-Executive Chairman, Sir Robin Miller who was appointed on
16 November 2015 and served as Non-Executive Chairman throughout
the year; (ii) the Chief Executive Officer, Ashley Mackenzie, who
was appointed on 16 November 2015, served as Chief Executive
Officer throughout the year, resigned as Chief Executive Officer on
8 January 2017 and continues to serve as a Director; (iii) the
Chief Financial Officer, Kevin Deeley, who was appointed on 20 May
2016 and was subsequently appointed as Chief Operating Officer on
30 January 2017, assuming the responsibilities of Chief Executive
Officer until such time as a new Chief Executive Officer is
appointed; and (iv) two Non-Executive Directors, Mark Cranmer and
Paul Marshall. Mr Cranmer was appointed on 16 November 2015 and
served as a Non-Executive Director throughout the year and Mr
Marshall was appointed on 21 September 2016, replacing John Barnett
as nominee Non-Executive Director of Vesuvius Limited.
The Non-Executive Directors are all considered by the board to
be independent of management and free of any relationship, which
could materially interfere with the exercise of their independent
judgment.
Niall Dore served as Company secretary until he stepped down in
20 May 2016, and was replaced by the Group's Head of Legal, Alex
Davids.
Board operation
The roles of the Chairman and the Chief Executive Officer are
separated, clearly defined and their respective responsibilities
are summarised below.
Chairman
The Chairman provides leadership to the board. He is responsible
for setting the agenda for board meetings, ensuring that the board
receives the information that it needs to properly participate in
board meetings in a timely and user-friendly fashion and that the
board has sufficient time to discuss issues on the agenda.
Chief Executive Officer
The Chief Executive Officer is responsible for leadership of the
Brave Bison's management and its employees on a day to day basis.
In conjunction with senior management, he is responsible for the
execution of strategy approved by the board and the implementation
of board decisions.
How the Board functions
The board is collectively responsible for the long-term success
of the Group. The board provides entrepreneurial leadership for
Brave Bison within a framework of prudent and effective controls
which enables risk to be assessed and managed. The board considers
the management team's proposals for strategy and, following a
consideration of those proposals, determines Brave Bison's strategy
and ensures that the necessary resources are in place for
management to execute that strategy. An important part of the
board's role is the review of management performance.
The board met on 13 occasions during 2016. Board meetings are
usually held at Brave Bison's registered office. Directors are
provided with comprehensive background information for each meeting
and all directors have been able to participate fully and on an
informed basis in the board decisions. In addition, certain members
of the senior management team have been invited to attend the whole
or parts of the meetings to deliver reports on the business. Any
specific actions arising during meetings are agreed by the board
and followed up and reviewed at subsequent board meetings to ensure
their completion.
Responsibility and delegation
The board has specifically reserved a number of matters for its
consideration and approval. These include:
-- Overall leadership of Brave Bison and setting Brave Bison's values and standards
-- Approval of Brave Bison's long-term objectives and commercial strategy
-- Approval of the annual operating and capital expenditure budgets and any changes to them
-- Major investments or capital projects
-- The extension of Brave Bison's activities into any new business or geographic areas
-- Any decision to cease any material operations
-- Changes in Brave Bison's capital structure or management and control structure
-- Approval of the annual report and accounts and preliminary
and half-yearly financial statements
-- Approval of treasury policies, including foreign currency
exposures and use of financial derivatives
-- Ensuring the maintenance of a sound system of internal control and risk management
-- The entering into of agreements that are not in the ordinary
course of business or material strategically or by reason of their
size
-- Changes to the size, composition or structure of the board and its committees
The board has delegated certain of its responsibilities to
committees. These committees comprise the Audit Committee, the
Remuneration Committee, Nomination Committee and the AIM Compliance
Committee. The Terms of Reference for each of the committees are
available to view on Brave Bison's website: www.bravebison.io.
Board tenure
Kevin Deeley and Paul Marshall were each appointed as directors
of Brave Bison Group plc by the board following the 2016 AGM. They
are therefore retiring in accordance with article 30.2 of the
Company's articles of association and, being eligible, are offering
themselves for reappointment as Directors at the AGM to be held on
21 June 2017.
The board has collectively agreed that the directors proposed
for re-election have made significant contributions to the business
and each has a key role to play in determining Brave Bison's future
strategy.
Insurance and indemnity
In accordance with Article 54 of the Brave Bison's articles of
association, Brave Bison's directors and officers are entitled to
an indemnity from Brave Bison against liabilities incurred by them
in the actual or purported exercise of their duties, or exercise of
their powers including liability incurred in defending any
proceedings (whether civil or criminal) which relate to anything
done or omitted to be done and in which judgment is given in his
favour, or in which he is acquitted, or which are otherwise
disposed of.
In addition, Brave Bison has purchased and maintains directors'
and officers' liability insurance cover against certain legal
liabilities and costs for claims incurred in respect of any act or
omission in the execution of their duties and which has been in
place throughout the year.
Board balance
The board comprises individuals with wide business experience
gained in various industry sectors related to Brave Bison's
business and it is the intention of the board to ensure that the
balance of the directors reflects the changing needs of that
business. The board considers that it is of a size and has the
balance of skills, knowledge, experience and independence that is
appropriate for Brave Bison's business. While not having a specific
policy regarding the constitution and balance of the board,
potential new directors are considered on their own merits with
regards to their skills, knowledge, experience and credentials.
Female candidates or candidates from any particular ethnic or
national background would each be considered equally.
The Non-Executive Directors contribute their considerable
collective experience and wide-ranging skills to the board and
provide a valuable independent perspective; where necessary
constructively challenging proposals, policy and practices of
executive management. In addition, they helped formulate Brave
Bison's strategy.
Relationship with shareholders
Primary responsibility for effective communication with
shareholders lies with the Chairman, but all Brave Bison's
directors are available to meet with shareholders throughout the
year. The Chief Executive Officer and Chief Financial Officer have
been active in meeting with and preparing presentations for
analysts and institutional investors. Brave Bison endeavours to
answer all queries raised by shareholders promptly.
Investor relations (IR) and communications
Brave Bison's Chairman, Chief Executive Officer and Chief
Financial Officer have attended a number of industry conferences
and regularly meet or are in contact with existing and potential
institutional investors.
Whenever required, the Executive Directors and the Chairman
communicate with Brave Bison's brokers to confirm shareholder
sentiment and to consult on particular governance issues.
In the period since Brave Bison's admission to AIM, regulatory
announcements have been released informing the market of certain
matters relating to the Company's shares, directorate changes, new
content deals in sports, news and celebrity entertainment and
providing trading updates. Copies of these announcements, together
with other IR information and documents, are available on Brave
Bison's website www.bravebison.io.
Summary
In presenting this report, and having monitored, reviewed or
approved all shareholder communications since the date of Brave
Bison's admission to AIM, the board is confident that it has
presented a balanced and understandable assessment of Brave Bison's
position and prospects.
By order of the board
Alex Davids
Company Secretary, Brave Bison Group plc
30 March 2017
Directors' Remuneration Report
The Remuneration Committee considers and evaluates remuneration
arrangements for senior managers and other key employees and makes
recommendations to the board. The purpose is to support the
strategic aims of the business and shareholder interest, by
enabling the recruitment, motivation and retention of key employees
while complying with the requirements of regulatory and governance
bodies.
The Committee's report, which is unaudited, except where
indicated, is set out below.
The Committee
The Committee held three meetings during the year, the first two
of which were chaired by Sir Robin Miller. Paul Marshall joined the
Committee on 21 September 2016 and was subsequently appointed
Chairman on 18 October 2016. Mark Cranmer continued to be a member
of the Committee following his appointment in 2015. John Barnett
left the committee on 21 September 2016 upon leaving the Board. The
members of the Committee have no personal interest in the outcome
of their decisions and give due regard to the interests of
shareholders and to the continuing financial and commercial health
of the business.
Remuneration policy
The policy of the board is to attract, retain and motivate the
best managers by rewarding them with competitive compensation
packages linked to the Group's financial and strategic objectives.
The components of remuneration for Executive Directors currently
comprise base salary, benefits, bonus and participation in the
Group's Share Option Plan.
Base salary
The Group aims to provide salaries which are fair and reasonable
in comparison with companies of a similar size, industry,
complexity and international scope. When making salary
determinations, the Committee takes into account not only
competitive performance but also each executive's individual
performance and overall contribution to the business during the
year.
Annual bonus
Bonuses are currently based on performance against the Group's
strategic and financial objectives and provide for an on-target
bonus opportunity subject to the achievement of financial
performance targets.
Service contracts
Ashley MacKenzie
Ashley MacKenzie entered into a service agreement with the
Company on 17 November 2015. The terms of the agreement provide
for, amongst other things, (I) salary of GBP200,000 per annum,
payable in monthly instalments in arrears (such salary to be
reviewed annually); (ii) termination upon 12 months' written notice
by the Company; and (iii) surrender by Ashley MacKenzie of certain
rights to intellectual property created or developed by Ashley
Mackenzie whilst an employee of the Company. Ashley MacKenzie is
also permitted (a) a bonus of 50 per cent of his base salary, upon
achievement by the Group of Net Revenue and EBITDA targets for the
year; and (b) a bonus up to a maximum of 50 per cent of his base
salary if and to the extent that the remuneration committee (in its
absolute discretion) agrees that other pre-agreed targets have been
met. Ashley MacKenzie is also subject to certain restrictive
covenants, which, among other things prevent him from using or
disclosing con dential information otherwise than in the proper
course of employment, soliciting or inducing any customers or
suppliers of the Company, persuading or attempting to persuade any
employee to terminate their employment with any member of the Group
or being engaged, concerned or interested in any business which is
in competition with the Group.
Ashley MacKenzie resigned his employment on 8 January 2017 and
he remains on the board as a Director.
Patrick Walker
Patrick Walker resigned his employment on 17 November 2015 and
he left the Board on 26 May 2016. In the period Patrick Walker
received GBP230,100 in relation to compensation for loss of office
and GBP5,833 in relation to his services as Non-Executive
Director.
Niall Dore
Niall Dore entered into a service agreement with the Company on
15 December 2014 (and commenced work on 5 January 2015). The terms
of the agreement provide for, amongst other things, (I) salary of
GBP190,000 per annum, payable in monthly instalments in arrears
(such salary to be reviewed annually); (ii) termination upon six
months' written notice by the Company; and (iii) surrender by Niall
Dore of certain rights to intellectual property created or
developed by Niall Dore whilst an employee of the Company. Niall
Dore is also entitled to a bonus on a sliding scale of up to a
maximum of 50 per cent of his base salary, upon achieving certain
targets in respect of, inter alia, net revenue, operating pro t and
total operating costs. Niall Dore is also subject to certain
restrictive covenants, which, among other things prevent him from
using or disclosing con dential information otherwise than in the
proper course of employment, soliciting or inducing any customers
or suppliers of the Company, persuading or attempting to persuade
any employee to terminate their employment with any member of the
Group or being engaged, concerned or interested in any business
which is in competition with the Group.
Niall Dore resigned his employment and his position as Director
and Company Secretary on 20 May 2016.
Kevin Deeley
Kevin Deeley entered into a service agreement with the Company
on 9 May 2016. The terms of the agreement provide for, amongst
other things, (I) salary of GBP140,000 per annum, payable in
monthly instalments in arrears (such salary to be reviewed
annually); (ii) termination upon 6 months' written notice by the
Company; and (iii) surrender by Kevin Deeley of certain rights to
intellectual property created or developed by Kevin Deeley whilst
an employee of the Company. Kevin Deeley is also entitled to a
bonus on a sliding scale of up to a maximum of 50 per cent of his
base salary, upon achieving certain targets as agreed with the
Committee including net revenue, operating pro t and total
operating costs. Kevin Deeley is also subject to certain
restrictive covenants, which, among other things prevent him from
using or disclosing con dential information otherwise than in the
proper course of employment, soliciting or inducing any customers
or suppliers of the Company, persuading or attempting to persuade
any employee to terminate their employment with any member of the
Group or being engaged, concerned or interested in any business
which is in competition with the Group.
Richard Mansell
Richard Mansell entered into a service agreement with the
Company on 17 November 2015. The terms of the agreement provide
for, amongst other things, (I) salary of GBP166,500 per annum,
payable in monthly instalments in arrears (such salary to be
reviewed annually); (ii) termination upon 12 months' written notice
by the Company; and (iii) surrender by Richard Mansell of certain
rights to intellectual property created or developed by Richard
Mansell whilst an employee of the Company. Richard Mansell is also
permitted (a) a bonus of 50 per cent of his base salary, upon
achievement by the Group of Net Revenue and EBITDA targets for the
year; and (b) a bonus up to a maximum of 50 per cent of his base
salary if and to the extent that the remuneration committee (in its
absolute discretion) agrees that pre-agreed targets have been met.
Richard Mansell is also subject to certain restrictive covenants,
which, among other things prevent him from using or disclosing con
dential information otherwise than in the proper course of
employment, soliciting or inducing any customers or suppliers of
the Company, persuading or attempting to persuade any employee to
terminate their employment with any member of the Group or being
engaged, concerned or interested in any business which is in
competition with the Group.
Richard Mansell resigned his employment and his position as
Director on 24 October 2016.
Non-Executive Director Appointment Letter
Each Non-Executive Director entered into a letter of appointment
with the Company on substantially the same terms. Non-Executive
Directors are paid fees and the Company shall reimburse their
reasonable, authorised and properly documented expenses that are
incurred in the performance of their duties. The initial term of
appointment is four years, unless terminated earlier by either the
Company or the Non-Executive Director giving the other one month's
prior written notice. The Non-Executive Director may be removed as
a Director at any time in accordance with the New Articles or the
Companies Act (for example, by a valid resolution of the
Shareholders). The Company may terminate the appointment
immediately in certain circumstances, such as if a material breach
of obligations is committed by the Non-Executive Director.
Sir Robin Miller continued as Chairman in 2016 and was paid an
annual fee of GBP55,000 for his services in satisfaction of this
role during the period.
Mark Cranmer continued as Non-Executive Director in 2016 and was
paid an annual fee of GBP35,000 for his services in satisfaction of
this role during the period.
Paul Marshall was appointed as Non-Executive Director on 21
September 2016 and was paid GBP7,000 for his services in
satisfaction of this role during the period.
Patrick Walker stepped down as Non-Executive Director on 26 May
2016 and was paid GBP6,000 for his services in satisfaction of this
role during the period.
John Barnett stepped down as Non-Executive Director on 21
September 2016 and was paid GBP26,000 for his services in
satisfaction of this role during the period.
Audited information
Compensation
Salary and for loss of Aggregate
pension office Bonus Emoluments
GBP000's GBP000's GBP000's GBP000's
------------- ---------- ------------ -------- -----------
A MacKenzie 210 - 100 310
K Deeley 90 - 70 160
P Walker - 230 - 230
N Dore 83 95 - 178
R Mansell 117 - - 117
C S Muirhead - 25 - 25
-------------- ---------- ------------ -------- -----------
Non-Executive Directors
The Non-Executive Directors serve under Contracts, and have
received fees in 2016, as detailed in the table below:
Fees
GBP000's
----------- --------
R Miller 55
M Cranmer 35
P Marshall 7
P Walker 6
J Barnett 26
--------------- --------
Share options
Under the group's share option scheme that was introduced in
September 2013, executives may be awarded share options. The
vesting of the award is between three and four years from the date
of grant, depending on the agreement.
The interests of the Executive Directors in Ordinary Shares
subject to awards under this plan as at 31 December 2016 were as
follows:
Granted Exercised Lapsed Outstanding
during during in the as at 31 December
the year the year year 2016 Exercise prices Vesting Dates
----------------- ------------ --------- ------- ------------------ --------------- --------------
Feb 2016-Feb
Ashley MacKenzie 17,074,309 - - 17,074,309 GBP0.05 2019
GBP0.001 - May 2016-May
Kevin Deeley 7,114,295 - - 8,493,684 GBP0.05 2019
------------------ ------------ --------- ------- ------------------ --------------- --------------
Kevin Deeley is the holder of 1,379,389 options included above
which were granted in previous years in relation to the acquisition
of Base79 Group and which are fully vested.
The interests of the Non-Executive Directors in Ordinary Shares
subject to awards under this plan as at 31 December 2016, were as
follows:
Granted Exercised Lapsed Outstanding
during during in the as at 31 December
the year the year year 2016 Exercise prices Vesting Dates
------------- ----------- --------- ------- ------------------ --------------- --------------
Feb 2016-Feb
Robin Miller 1,172,859 - - 1,172,859 GBP0.05 2019
Feb 2016-Feb
Mark Cranmer 1,422,859 - - 1,422,859 GBP0.05 2019
-------------- ----------- --------- ------- ------------------ --------------- --------------
Directors' interests
The interests of the Directors in the issued Ordinary Shares as
at 31 December 2016 are as follows:
Director Number of Ordinary Shares
------------- --------------------------
A MacKenzie 23,159,543
------------- --------------------------
K Deeley 1,988,859
------------- --------------------------
R Miller 1,693,243
------------- --------------------------
M Cranmer 800,000
------------- --------------------------
Other transactions that occurred with Directors during the year
are detailed in Note 25 of the accounts under Related Party
Transactions.
Paul Marshall
Chairman of the Remuneration Committee, Brave Bison Group
plc
REPORT OF THE INDEPENT AUDITOR TO THE MEMBERS OF BRAVE BISON
GROUP PLC
Independent auditor's report to the members of Brave Bison Group
plc
We have audited the group financial statements of Brave Bison
Group plc for the year ended 31 December 2016 which comprise the
consolidated income statement and consolidated statement of
comprehensive income, the consolidated statement of financial
position, the consolidated statement of cash flows, the
consolidated statement of changes in equity and the related notes.
The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Statement of Directors'
Responsibilities set out on page 14, the directors are responsible
for the preparation of the group financial statements and for being
satisfied that they give a true and fair view. Our responsibility
is to audit and express an opinion on the Group financial
statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us
to comply with the Auditing Practices Board's Ethical Standards for
Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
is provided on the Financial Reporting Council's website at
www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion, the group financial statements:
-- give a true and fair view of the state of the group's affairs
as at 31 December 2016 and of its loss for the year then ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union;
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the Strategic Report and the Report
of the Directors for the financial year for which the group
financial statements are prepared is consistent with the financial
statements; and
-- the Strategic Report and the Report of the Directors have
been prepared in accordance with applicable legal requirements.
Matter on which we are required to report under the Companies
Act 2006
In the light of the knowledge and understanding of the Group and
its environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the
Report of the Directors.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the parent company financial
statements of Brave Bison Group plc for the year ended 31 December
2016.
Mark Henshaw
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
30 March 2017
CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
For the year ended 31 December 2016
31 31
December December
Note 2016 2015
GBP000's GBP000's
Total revenues including commission share 26,536 24,249
Less commission share (8,817) (9,694)
-------- ---------
Revenue 6 17,719 14,555
Cost of sales (10,040) (8,447)
-------- ---------
Gross profit 7,679 6,108
Administration expenses (12,913) (18,974)
Restructuring costs (1,209) (1,599)
-------- ---------
Operating loss 7 (6,443) (14,465)
Exceptional items 8 - (2,226)
Impairment charge - (36,038)
Finance income 13 15
Finance costs 9 (55) (1,713)
-------- ---------
Loss before tax 7 (6,485) (54,427)
Analysed as
Operating loss before tax adjusted for exceptional items,
non-cash and restructuring costs (1,812) (8,686)
Restructuring costs (1,209) (1,599)
Exceptional items - (2,226)
Equity settled share based payments (511) (1,138)
-------- ---------
EBITDA (3,532) (13,649)
Finance costs (55) (1,713)
Finance income 13 15
Impairment charge - (36,038)
Depreciation (75) (269)
Amortisation (2,836) (2,773)
-------- ---------
Loss before tax (6,485) (54,427)
------------------------------------------------------ ---- -------- ---------
Income tax credit 10 589 2,130
-------- ---------
Loss attributable to equity holders of
the parent (5,896) (52,297)
======== =========
Statement of Comprehensive Income
Loss for the year (5,896) (52,297)
Items that may be reclassified subsequently
to profit or loss
Exchange loss on translation of foreign
subsidiaries (511) (62)
-------- ---------
Total comprehensive loss for the year attributable
to owners of the parent (6,407) (52,359)
======== =========
Loss per share (basic and diluted)
Basic and diluted loss per ordinary share
(pence) 11 (1.04p) (19.4p)
All transactions arise from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2016
At 31 At 31
December December
Note 2016 2015
GBP000's GBP000's
Non-current assets
Intangible assets 13 17,019 19,062
Property, plant and equipment 14 123 79
--------- ---------
17,142 19,141
Current assets
Trade and other receivables 16 6,457 7,445
Cash and cash equivalents 7,051 3,134
--------- ---------
13,508 10,579
Current liabilities
Trade and other payables 17 (7,847) (9,769)
Borrowings and other financial liabilities 18 (389) -
--------- ---------
(8,236) (9,769)
Non-current Liabilities
Borrowings and other financial liabilities 18 - (334)
Deferred tax 15 (2,544) (3,139)
(2,544) (3,473)
Net Assets 19,870 16,478
--------- ---------
Equity
Share capital 19 572 369
Share premium 78,312 69,227
Capital redemption reserve 6,660 6,660
Merger reserve (24,060) (24,060)
Convertible loan note 18 68 68
Merger relief reserve 62,624 62,624
Retained deficit (103,583) (98,198)
Translation reserve (723) (212)
--------- ---------
Total equity 19,870 16,478
--------- ---------
The financial statements on pages 26 to 58 were authorised for
issue by the Board of Directors on 30 March 2017
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2016
2016 2015
GBP000's GBP000's
Operating activities
Loss before tax (6,485) (54,427)
Adjustments:
Depreciation, amortisation and impairment 2,911 39,081
Finance income (13) (15)
Finance costs 55 1,713
Share based payment charges 511 1,138
Increase in deferred consideration - 1,732
Movement in foreign exchange (550) -
Deferred consideration classified as remuneration - 366
Decrease /(Increase) in trade and other receivables 988 (794)
(Decrease) /Increase in trade and other payables (1,922) 1,128
Movement in provisions - (214)
Tax (paid) / received (6) 2,040
-------- --------
Cash outflow from operating activities (4,511) (8,252)
Investing activities
Purchase of property plant and equipment (119) (12)
Purchase of intangible assets (793) (1,332)
Payment of deferred consideration - (851)
Interest received 13 15
-------- --------
Cash outflow from investing activities (899) (2,180)
Cash flows from financing activities
Issue of share capital 10,002 5,185
Share issue costs (714) (399)
Loan finance raised - 384
Cash inflow from financing activities 9,288 5,170
Net change in cash and cash equivalents 3,878 (5,262)
======== ========
Movement in net cash
Cash and cash equivalents, beginning of year 3,134 8,458
Increase / (Decrease) in cash and cash equivalents 3,878 (5,262)
Movement in foreign exchange 39 (62)
Cash and cash equivalents, end of year 7,051 3,134
======== ========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2016
Capital Convertible
redemption Loan Merger Merger Translation
Share Share Reserve Note Reserve relief Reserve Retained Total
Capital premium Reserve deficit Equity
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
At 1 January
2015 194 64,471 6,660 - (24,060) 41,009 (150) (50,414) 37,710
-------- -------- ----------- ------------ --------- ---------- ------------ --------- --------
Shares issued
during
the year 175 5,160 - - - 21,615 - - 26,950
Share issue
costs - (404) - - - - - - (404)
Equity settled share
based
payments - - - - - - - 4,513 4,513
Issue of convertible
loan notes
- - - 68 - - - - 68
Transactions
with
owners 175 4,756 - 68 - 21,615 - 4,513 31,127
-------- -------- ----------- ------------ --------- ---------- ------------ --------- --------
Other Comprehensive income
Loss and total comprehensive
income
for the year - - - - - (62) (52,297) (52,359)
At 31
December
2015 369 69,227 6,660 68 (24,060) 62,624 (212) (98,198) 16,478
-------- -------- ----------- ------------ --------- ---------- ------------ --------- --------
Shares issued
during
the year 200 9,799 - - - - - - 9,999
Share issue costs - (714) - - - - - - (714)
Equity settled share
based
payments - - - - - - - 511 511
Exercise of
share
options 3 - - - - - - - 3
Transactions
with
owners 203 9,085 - - - - - 511 9,799
-------- -------- ----------- ------------ --------- ---------- ------------ --------- --------
Other Comprehensive income
Loss and total comprehensive
income
for the year - - - - - (511) (5,896) (6,407)
At 31
December
2016 572 78,312 6,660 68 (24,060) 62,624 (723) (103,583) 19,870
-------- -------- ----------- ------------ --------- ---------- ------------ --------- --------
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2016
1 Brave Bison
BRAVE BISON GROUP PLC ("the Company") (formerly Rightster Group
plc) was incorporated in England and Wales on 30 October 2013 under
the Companies Act 2006 (registration number 08754680) and its
registered address is 3(rd) Floor, 1 Neal Street, London, WC2H 9QL.
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 2016 comprise the Company and its subsidiaries
(together referred to as the "Group"). The Group provides an online
video distribution and marketing network, providing rights holders,
online publishers and advertisers with the tools and expertise
required to engage audiences and optimise digital revenues. The
Group's business activities, together with the factors likely to
affect its future development, performance and position are set out
in the Strategic Report on page 4, in addition, Note 23 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 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. The Group
is dependent for its working capital requirements on cash generated
from operations, cash holdings and from equity markets. The cash
holdings of the Group at 31 December 2016 were GBP7.1 million
(2015: GBP3.1 million).
The Group made a loss before tax of GBP6.5 million for the year
ended 31 December 2016 (2015: GBP54.4 million).
The Directors have prepared detailed cash flow projections ("the
Projections") which are based on their current expectations of
trading prospects. The board forecasts that the Group will achieve
a positive cash inflow in 2018 and has sufficient cash on hand to
reach that goal. Accordingly, the Directors have concluded that it
is appropriate to continue to adopt the going concern basis in
preparing these financial statements.
The Directors are confident that the Group's forecasts are
achievable, and are committed to taking any actions available to
them to ensure that any shortfall in forecast revenues is mitigated
by cost savings. Accordingly the going concern basis of accounting
has been adopted in preparing these consolidated financial
statements.
In October 2016 the Group obtained agreement from Barclays Bank
to provide up to GBP2.0 million overdraft facility on market terms,
secured on the assets of the Group. This is intended to provide
occasional short-term working capital support. The facility has not
yet been drawn down and there is no forecast need to do so.
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 2016, with comparative information
presented for the year ended 31 December 2015. No profit and loss
account is presented for Brave Bison Group plc as permitted by
section 408 of the Companies Act 2006.
Subsidiaries are all entities over which the Group has the power
to control the financial and operating policies and is exposed to
or has rights over variable returns from its involvements with the
investee and has the power to affect returns. Brave Bison Group plc
obtains and exercises control through more than half of the voting
rights for all its subsidiaries. All subsidiaries have a reporting
date of 31 December and are consolidated from the acquisition date,
which is the date from which control passes to Brave Bison Group
plc.
Entities other than subsidiaries or joint ventures, in which the
Group has a participating interest and over whose operating and
financial policies the Group exercises significant influence, are
treated as associates. The results of associate undertakings are
consolidated under the equity method of accounting. The Group
applies uniform accounting policies and all intra-group
transactions, balances, income and expenses are eliminated on
consolidation.
Unrealised gains and losses on transactions between Group
companies are eliminated. Where recognised losses on intra-group
asset sales are reversed on consolidation, the underlying asset is
also tested for impairment from a Group perspective.
Business combinations are dealt with by 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
New and amended standards issued in the year have not had a
significant impact on the financial statements. At the date of
authorisation of these financial statements, certain new standards,
amendments and interpretations to existing standards have been
published by the IASB and adopted by the EU but are not yet
effective, and have not been adopted early by the Group. Management
anticipates that all of the relevant pronouncements will be adopted
in the Group's accounting policies for the first period beginning
after the effective date of the pronouncement. Information on new
standards, amendments and interpretations that are expected to be
relevant to the Group's financial statements is provided below.
Certain other new standards and interpretations have been issued
but are not expected to have a material impact on the Group's
financial statements.
-- Classification and measurement of share based payments
transactions (Amendments to IFRS 2) (effective 1 January 2018);
-- Amendments resulting from September 2014 Annual Improvements
to IFRSs (Amendments to IFRS 1, IFRS 12 and IAS 28) (effective 1
January 2018 for IFRS 1 and IAS 28; effective 1 January 2017 for
IFRS 12);
-- IFRS 15, 'Revenue from Contracts with Customers' (effective 1 January 2018);
-- Clarifications to IFRS 15 'Revenue from Contracts with
Customers' (effective 1 January 2018);
-- Disclosure initiative (Amendment to IAS 7) (effective 1 January 2017);
-- IFRS 9, 'Financial Instruments' (effective 1 January 2018);
-- Recognition of Deferred Tax Assets for Unrealised Losses
(Amendments to IAS 12) (effective 1 January 2017); and
-- IFRS 16 'Leases' (effective 1 January 2019).
The Group is yet to assess the full impact of the above new
standards and amendments to standards and interpretations.
3 Statement of compliance
The financial statements have been prepared in accordance with
the accounting policies and presentation required by International
Financial Reporting Standards (IFRS), and International Financial
Reporting Interpretations Committee ("IFRIC") Interpretations as
endorsed by the European Union. They are presented in pounds
sterling. The financial statements have also been prepared in
accordance with those parts of the Companies Act 2006 that are
relevant to companies that prepare financial statements in
accordance with IFRS.
4 Summary of accounting policies
The Group's presentation and functional currency is GBP
(Sterling). The financial statements are presented in thousands of
pounds (GBP000'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.
Gross versus Net Revenue recognition:
The Group must determine whether to report revenue based on the
gross amount billed to the ultimate customer or on the net amount
received from the customer after commissions and other payments to
third parties. To the extent revenues are recorded on a gross
basis, any commissions or other payments to third parties are
recorded as expense so that the net amount (gross revenues less
expense) is reflected in Operating Profit. Accordingly, the impact
on Operating Profit is the same whether the Group records revenue
on a gross or net basis.
The determination of whether revenue should be reported on a
gross or net basis is based on an assessment of whether the Group
is acting as the principal or an agent in the transaction. If the
Group is acting as a principal in a transaction, the Group reports
revenue on a gross basis. If the Group is acting as an agent in a
transaction, the Group reports revenue on a net basis. The
determination of whether the Group is acting as a principal or an
agent in a transaction involves judgment and is based on an
evaluation of the terms of an arrangement:
-- The Group serves as the principal in transactions in which it
has substantial risks and rewards of ownership. In the context of
Brave Bison's business we take this to be where we have agreed a
"buy out" of content which means the Group acts as the principal
and pays an agreed fee to the rights holder but then retains all
revenues associated with the monetisation of the rights. Both risk
and reward are hence taken on by Brave Bison;
-- The Group serves as an agent in transactions in which the
Group does not guarantee a level of revenue that will be generated
by the Rights Holder. In addition it does not modify or alter the
video received from the Rights Holder other than what is required
for the fulfilment of the contractual obligations agreed with the
customer.
When an agency relationship exists, the costs associated with
the revenue derived are reported within commission share expense.
Costs associated with revenue in which Brave Bison is the principal
are reported within cost of sales.
The accounting policies specific to the Group's key operating
revenue categories are outlined below:
Advertising revenue:
-- Monetisation of content owners' videos via platforms and
other third party publishers such as YouTube and Facebook through
revenue share or licensing agreements. The Group is acting as an
agent and recognises only its proportion of the revenue share
agreement.
In the instances above, Brave Bison's fee is a revenue share in
the transaction, which is either a share of the gross receipts or a
share of the net amount accruing to the rights holder. The Group
therefore acts as an agent in executing transactions between these
third parties.
-- Managing the creation of branded content and being
responsible for procuring the talent and the associated production
costs. The Group recognises revenue on a gross revenue basis as it
is acting as principal;
-- Delivering a target level of website views within the
boundaries of the budget allocated by the customer. The Group
recognises revenue on a gross revenue basis as it is acting as
principal.
In the instances above, Brave Bison has taken on the risks and
rewards of ownership as the Group will incur costs associated with
fulfilling the agreements regardless of the level of revenue
recognised i.e. there is a risk that fulfilling the contract may
result in a much lower gross margin than was expected.
Fee Based Service revenue:
-- Managing customer content on YouTube. The Group recognises
revenue on a gross revenue basis as it is acting as principal;
-- Providing agencies with requested content. The Group
recognises revenue on a gross revenue basis as it is acting as
principal;
-- Providing content direct to the consumer on a subscription
basis. Revenue is recognised evenly over the subscription period.
The Group recognises revenue on a gross revenue basis as it is
acting as principal;
-- Services relating to the placement and distribution of
theatrical trailers in the film industry. The Group recognises
revenue on a gross revenue basis as it is acting as principal.
In all instances above, Brave Bison has taken on the risks and
rewards of ownership as the Group will incur costs associated with
fulfilling the contracts for services regardless of the level of
revenue recognised i.e. there is a risk that the service may be
completed for much higher costs than expected or that the level of
revenue to be billed is lower than expected.
4.2. Interest and dividend income
Interest income and expenses are reported on an accrual basis
using the effective interest method. Dividend income, other than
from investments in associates, is recognised at the time the right
to receive payment is established.
4.3. Foreign currency translation
Transactions in foreign currencies are translated at the
exchange rate ruling at the date of the transaction. Monetary
assets and liabilities in foreign currencies are translated at the
rates of exchange ruling at the balance sheet date. Non-monetary
items that are measured at historical cost in a foreign currency
are translated at the exchange rate at the date of the transaction.
Non-monetary items that are measured at fair value in a foreign
currency are translated using the exchange rates at the date when
the fair value was determined.
Any exchange differences arising on the settlement of monetary
items or on translating monetary items at rates different from
those at which they were initially recorded are recognised in the
profit or loss in the period in which they arise.
The assets and liabilities in the financial statements of
foreign subsidiaries and related goodwill are translated at the
rate of exchange ruling at the balance sheet date. Income and
expenses are translated at the actual rate on the date of
transaction. The exchange differences arising from the
retranslation of the opening net investment in subsidiaries and on
income and expenses during the year are recognised in other
comprehensive income and taken to the "translation reserve" in
equity. On disposal of a foreign operation the cumulative
translation differences (including, if applicable, gains and losses
on related hedges) are transferred to the income statement as part
of the gain or loss on disposal.
4.4. Segment reporting
IFRS 8 Operating Segments requires operating segments to be
identified on the same basis as is used internally for the review
of performance and allocation of resources by the Group Chief
Executive (chief operating decision maker - CODM).
The board has reviewed the Group and all revenues are functional
activities of monetising online video content and these activities
take place on an integrated basis. The senior executive team review
the financial information on an integrated basis for the Group as a
whole, with respective heads of business who are geographically
located and in accordance with IFRS 8 Operating Segments, the Group
will be providing only a geographical split as it considers that
all activities fall within one segment of business which is
monetising online video content.
Segmental information is presented in accordance with IFRS 8 for
all periods presented.
4.5. Leasing
Rentals payable under operating leases are charged to the income
statement on a straight-line basis over the term of the relevant
lease. Benefits received and receivable as an incentive to enter
into an operating lease are also spread on a straight-line basis
over the lease term.
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
-- 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.
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 through the profit or loss. The rates applicable, which
represent the Directors' best estimate of the useful economic life,
are:
-- Customer relationships - 5 to 10 years
-- Technology - 1 to 5 years
-- Brands - 3 years
-- Online channel content - 3 years
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 (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. Impairments are charged to goodwill first and then
on a pro-rata basis across other intangible assets once goodwill
has been reduced to Nil.
Goodwill
Goodwill represents the difference between the cost of the
acquisition and the fair value of the net identifiable assets
acquired. Identifiable intangibles are those which can be sold
separately or which arise from legal rights regardless of whether
those rights are separable.
Goodwill is stated at cost less any accumulated impairment
losses. Goodwill is allocated to the cash-generating units that are
expected to benefit from the synergies of the combination and is
not amortised but tested annually for impairment. Impairment losses
in respect of goodwill cannot be subsequently reversed.
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
Financial assets
Financial assets are recognised when the Group becomes a party
to the contractual provisions of the financial instrument.
Loans and receivables
Trade receivables and other receivables that have fixed or
determinable payments that are not quoted in an active market are
classified as 'loans and receivables'. Loans and receivables are
initially recognised at fair value and are subsequently measured
using the effective interest method less provision for any
impairment.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the Group after deducting all of
its liabilities. Other financial liabilities (including borrowing
and trade and other payables) are initially recognised at fair
value and subsequently measured at amortised cost using the
effective interest method.
Financial liability instruments
Deferred consideration is measured at fair value discounted
using the Group's average cost of capital.
Contingent consideration is determined using a combination of
management forecasts and projections for relevant scenarios in
order to estimate the most likely outcome for a given
transaction.
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 utilised 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;
-- on completion of the transaction, the company issuing the
shares will have secured at least a 90% equity holding in the other
company.
Capital contribution reserve
Where the Company purchases its own equity share capital, on
cancellation, the nominal value of the shares cancelled is deducted
from share capital and the amount is transferred to the capital
redemption reserve.
Dividend distributions payable to equity shareholders are
included in 'other liabilities' when the dividends have been
approved in a general meeting prior to the reporting date.
4.14. Convertible loan note
Compound financial instruments issued by the Company comprise
convertible loan notes that can be converted to share capital at
the option of the holder, and the number of shares to be issued
does not vary with changes in their fair value. The liability
component of a compound financial instrument is recognised
initially at the fair value of a similar liability that does not
have an equity conversion option. The equity component is
recognised initially at the difference between the fair value of
the compound financial instrument as a whole and the fair value of
the liability component. Any directly attributable transaction
costs are allocated to the liability and equity components in
proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a
compound financial instrument is measured at amortised cost using
the effective interest method. The equity component of a compound
financial instrument is not re-measured subsequent to initial
recognition except on conversion or expiry. Borrowings are
classified as current liabilities unless the Company has an
unconditional right to defer settlement of the liability for at
least 12 months after the end of the reporting period. On
conversion of the compound instrument to equity, the shares are
issued by the Company in line with the terms of the instrument
agreement. Any difference between the nominal value of the shares
issued and the conversion price is credited to the share premium
account.
4.15. Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, together with other short-term highly liquid
investments that are readily convertible into known amounts of cash
having maturities of 3 months or less from inception and which are
subject to an insignificant risk of change in value, and bank
overdrafts.
4.16. Employee benefits
The Group operates two schemes on behalf of its employees,
private healthcare and a defined contribution pension plan and
amounts due are expensed as they fall due.
4.17. Share based payments
Employees (including Directors) of the Group received
remuneration in the form of share-based payment transactions,
whereby employees render services in exchange for rights over
shares ('equity-settled transactions'). The Group has applied the
requirements of IFRS 2 share-based payments to all grants of equity
instruments. The transactions have been treated as equity
settled.
The cost of equity settled transactions with employees is
measured by reference to the fair value at the grant date of the
equity instrument granted. The fair value is determined by using
the Black-Scholes method. The cost of equity-settled transactions
are recognised, together with a corresponding charge to equity,
over the period between the date of grant and the end of a vesting
period, where relevant employees become fully entitled to the
award. The total value of the options has been pro-rated and
allocated on a weighted average basis.
4.18. Settlement discounts
Where discounts are negotiated for early settlement of
liabilities these are recognised within the income statement.
4.19. Exceptional items
The Group separately discloses items which it determines are
non-recurring exceptional items. These are non-recurring items or
items that are material and unrelated to the principal operating
activities of the Group and the normal working capital financing of
the Group.
4.20. Restructuring Costs
Restructuring costs relate to corporate re-organisation
activities previously undertaken or announced.
5 Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements under IFRS 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
Impairment of goodwill
The Group is required to test, at least annually, whether
goodwill has suffered any impairment. The recoverable amount is
determined based on value in use calculations. The use of this
method requires the estimation of future cash flows attributable to
the acquired cash-generating unit and the choice of a suitable
discount rate in order to calculate the present value of these cash
flows. Actual outcomes could vary.
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.
Included within intangible assets are capitalised customer
relationships. These were acquired as part of the acquisitions of
Viral Management Limited and Base79 Limited. The Group continues to
recognise revenue from these customer relationships through revenue
share and licensing agreements. These assets are amortised over a
period between 5 to 10 years on a straight line basis.
Deferred taxation
Deferred tax assets and liabilities have been recognised which
are contingent and dependent upon future trading performance.
Development of Online Channel Content
Costs associated with the development of SlashFootball, a
network of social media channels and content that is owned and
operated by Brave Bison, that are directly attributable to the
design and building of the channel controlled by the Group are
recognised as intangible assets when the following criteria are
met:
-- It is technically feasible to complete the online channel
content so that it will be available for use;
-- Management intends to complete the online channel content and
use or sell it;
-- There is an ability to use or sell the online channel
content;
-- It can be demonstrated how the online channel content will
generate probable future economic benefits;
-- Adequate technical, financial and other resources to complete
the development and to use or sell the online channel content are
available;
-- The expenditure attributable to the online channel content
during its development can be reliably measured.
Furthermore management must estimate the expected useful lives
of intangible assets and charge amortisation on these assets
accordingly.
Development of multichannel network for the Arts Council
Brave Bison has entered into an agreement to develop a
Multichannel Network for the Arts Council. Brave Bison provides
channel management activities to the client based on an agreed
schedule of expenditure and mark up. The income from this agreement
relates to channel management activities which are in line with the
ordinary activities of the Group. As such, the income is treated as
revenue under IAS 18 Revenue and does not fall within the scope of
IAS 20 Accounting for Government Grants and Disclosure of
Government Assistance.
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
evaluation of the terms of an arrangement. The Group serves as the
principal in transactions in which it has substantial risks and
rewards of ownership. The difference in treatment between principal
and agent will impact gross and net revenue and cost of sales.
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 0.67% to 2.74% and management,
including the Directors, have estimated the expected life of most
share based payments to be 4 years.
Bad debt provision
Recoverability of some receivables may be doubtful although not
definitely irrecoverable. Where management feel recoverability is
in doubt an appropriate provision is made for the possibility that
the amounts may not be recovered in full. Provisions are made using
past experience however subjectivity is involved when assessing the
level of provision required.
6 Segment reporting
As explained in the summary of Accounting Policies, management
identify only one operating segment in the business, being
monetising online video content. This single operating segment is
monitored and strategic decisions are made on the basis of this
segment alone.
As a result only the geographic reporting of turnover analysis
has been included in this note. One customer accounted for GBP7.3
million or 41% of total revenue (2015: GBP3.2 million or 22%). This
revenue relates to a product currently yielding 10% gross margin or
less. In 2016, GBP0.6 million of gross margin was recognised (2015:
GBP0.7 million).
Geographic reporting
Brave Bison has identified four geographic areas (United Kingdom
& Ireland, United States of America, Europe and Rest of the
world) and the information is presented based on the customers'
location. In line with comments in the Strategic Report, we
anticipate that in future our geographic reporting will focus on
the new operational hubs following the organisational changes made
at the end of 2016.
2016 2015
GBP000's GBP000's
Revenue
United Kingdom & Ireland 15,274 12,264
United States of America 4,699 4,221
Europe 1,662 3,405
Rest of the world 4,901 4,359
-------- --------
Total Revenues including commission share 26,536 24,249
Less commission share (8,817) (9,694)
-------- --------
Revenue 17,719 14,555
The Group identifies two revenue streams, Advertising and Fee
based services. The analysis of revenue by each stream is detailed
below, a detailed overview can be found in the Strategic
Report.
2016 2015
GBP000's GBP000's
Advertising 13,647 9,820
Fee based services 4,072 4,735
17,719 14,555
======== ========
The revenue categories have been re-classified since 2015 due to
a change in how management analyses revenue. The total revenue for
2015 is unchanged.
7 Operating loss and loss before taxation
The operating loss and the loss before taxation are stated
after:
2016 2015
GBP000's GBP000's
Auditor's remuneration:
* Audit services 94 94
* Tax advisory services 41 24
* Other services 30 12
Operating lease rentals - land and buildings 728 1,424
Depreciation: property, plant and equipment 75 269
Impairment of intangible assets - 36,039
Amortisation 2,836 2,773
Foreign exchange (gain) / loss on trading
items (493) 130
Foreign exchange (gain) / loss on balance
sheet monetary items (883) 100
8 Exceptional items
2016 2015
GBP000's GBP000's
Acquisition costs - 493
Increase in deferred consideration payable - 1,733
- 2,226
======== =========
9 Finance costs
2016 2015
GBP000's GBP000's
Interest payable 55 19
Unwinding of discount on deferred consideration - 1,694
55 1,713
======== =========
10 Tax expense
Major components of tax credit:
2016 2015
GBP000's GBP000's
Current tax:
UK corporation tax at 20.00% (2015: 20.25%) - (1,647)
Overseas tax 6 -
Total current tax 6 (1,647)
---------- -----------
Deferred Tax:
Originations and reversal of temporary differences
(Note 15) (595) (483)
---------- -----------
Tax credit on loss on ordinary activities (589) (2,130)
========== ===========
UK corporation tax is calculated at 20.00% (2015: 20.25%) 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:
2016 2015
GBP000's GBP000's
Loss on ordinary activities before tax (6,485) (54,427)
---------- ----------
Income tax using the Company's domestic
tax rate 20.00% (2015: 20.25%) (1,297) (11,021)
Effect of:
Expenses not deductible for tax purposes 152 1,200
Amortisation and impairment of intangible
assets 567 7,774
Difference in capital allowances & depreciation/amortisation (509) 179
Tax credit on research and development - (1,590)
Unutilised tax losses carried forward 498 1,328
Total tax credit for period (589) (2,130)
========== ==========
11 Loss per share
Both the basic and diluted loss per share have been calculated
using the loss after tax attributable to shareholders of Brave
Bison Group plc as the numerator, i.e. no adjustments to losses
were necessary in 2015 or 2016. The calculation of the basic loss
per share is based on the loss attributable to ordinary
shareholders divided by the weighted average number of shares in
issue during the year. All share options and warrants have been
excluded when calculating the diluted EPS as they were
antidilutive.
2016 2015
GBP000's GBP000's
Loss for the year attributable to ordinary
shareholders (5,896) (52,297)
Equity settled share based payments 511 1,138
Amortisation, depreciation and impairment 2,911 39,080
Adjusted loss for the period attributable
to the equity shareholders (2,474) (12,079)
=========== ===========
Weighted average number of ordinary shares 566,515,406 270,181,450
Basic and diluted loss per ordinary share
(pence) 1.04p 19.4p
=========== ===========
Adjusted basic and diluted loss per ordinary
share (pence) 0.44p 4.5p
=========== ===========
12 Directors and employees
The average number of persons (including Director's) employed by
the Group during the year was:
2016 2015
Number Number
Finance, Legal, HR and senior executives 15 24
Technology and infrastructure 15 136
Sales, account management & audience development 88 38
118 198
====== ======
The aggregate cost of these employees was:
2016 2015
GBP000's GBP000's
Wages and salaries 5,831 7,429
Payroll taxes 729 1,234
Pension contributions 62 180
6,622 8,843
======== ========
Director's emoluments paid during the period and included in the
above figures were:
2016 2015
GBP000's GBP000's
Emoluments (including compensation for loss
of office) 1,149 1,121
======== ========
The highest paid Director received emoluments totalling GBP0.3
million (2015: GBP0.3 million). The amount of share based payments
charge (see Note 21) which relates to the Directors was GBP0.4
million (2015: GBP0.3 million). 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:
2016 2015
GBP000's GBP000's
Salaries including bonuses 765 705
Social security costs 106 97
-------- --------
Total Emoluments 871 802
======== ========
13 Intangible assets
Online Channel Customer
Goodwill Content Technology Brands Relation-ships Total
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Cost
At 31 December
2014 35,075 - 3,881 273 19,332 58,561
Additions - - 1,332 - - 1,332
-------- -------------- ---------- -------- --------------- --------
At 31 December
2015 35,075 - 5,213 273 19,332 59,893
-------- -------------- ---------- -------- --------------- --------
Additions - 793 - - - 793
-------- -------------- ---------- -------- --------------- --------
At 31 December
2016 35,075 793 5,213 273 19,332 60,686
-------- -------------- ---------- -------- --------------- --------
Amortisation and impairment
At 31 December
2014 - - 1,034 39 950 2,023
Charge for the
year - - 709 91 1,974 2,774
Impairment charge 35,075 - 166 7 786 36,034
-------- -------------- ---------- -------- --------------- --------
At 31 December
2015 35,075 - 1,909 137 3,710 40,831
-------- -------------- ---------- -------- --------------- --------
Charge for the
year - - 850 91 1,895 2,836
-------- -------------- ---------- -------- --------------- --------
At 31 December
2016 35,075 - 2,759 228 5,605 43,667
-------- -------------- ---------- -------- --------------- --------
Net Book Value
At 31 December
2014 35,075 - 2,847 234 18,382 56,538
======== ============== ========== ======== =============== ========
At 31 December
2015 - - 3,304 136 15,622 19,062
======== ============== ========== ======== =============== ========
At 31 December
2016 - 793 2,454 45 13,727 17,019
======== ============== ========== ======== =============== ========
During the year Brave Bison had capitalised costs of GBP0.8
million relating to the development of SlashFootball, a network of
social media channels and content that is owned and operated by
Brave Bison.
Brave Bison considers that the capitalised costs fall under IAS
38 as the Company intends to retain all intellectual property
relating to the channel and has no intention to sell the content.
The Directors consider that the capitalised costs meet the
requirements of IAS 38 in that Brave Bison has the intention and
the technical knowledge to complete the SlashFootball project and
that it demonstrates the potential to derive future economic
benefits.
Brave Bison intends to begin amortising this intangible asset in
2017 over three years, once it begins to generate revenue.
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 cash generating unit 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 2016, goodwill and other intangible assets
were assessed for impairment. Updated forecasts and assumptions
have been prepared. Based on this assessment, the value in use is
greater than the carrying amount; therefore, no further impairment
is necessary (2015: GBP36.0 million).
The estimated cash flows for a period of 5 years were developed
using internal forecasts, and a pre-tax discount rate of 15%. 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
Fixtures
Computer &
Equipment Fittings Total
GBP000's GBP000's GBP000's
At 31 December 2014 901 73 974
Additions 12 - 12
Disposals (99) (31) (130)
---------- --------- --------
At 31 December 2015 814 42 856
---------- --------- --------
Additions 49 70 119
---------- --------- --------
At 31 December 2016 863 112 975
---------- --------- --------
Depreciation and impairment
At 31 December 2014 600 34 634
Charge for the year 240 29 269
Disposals (99) (31) (130)
Impairment charge 3 1 4
---------- --------- --------
At 31 December 2015 744 33 777
---------- --------- --------
Charge for the year 61 14 75
At 31 December 2016 805 47 852
Net Book Value
At 31 December 2014 301 39 340
========== ========= ==========
At 31 December 2015 70 9 79
========== ========= ========
At 31 December 2016 58 65 123
========== ========= ========
15 Deferred taxation assets and liabilities
Deferred tax recognised:
2016 2015
GBP000's GBP000's
Deferred tax liabilities
Deferred tax on intangible assets (2,544) (3,139)
(2,544) (3,139)
======== ========
Unutilised tax losses carried forward which have not been
recognised as a deferred tax asset at 31 December 2016 were GBP52.4
million (2015: GBP52.3 million).
Reconciliation of movement in deferred tax
Deferred tax on intangible
assets
GBP000's
As at 31 December 2014 (3,622)
Recognised in the income statement 483
-------------------------------------------------------------------
As at 31 December 2015 (3,139)
Recognised in the income statement 595
As at 31 December 2016 (2,544)
===================================================================
16 Trade and other receivables
2016 2015
GBP000's GBP000's
Trade receivables 4,262 3,022
Less provision for impairment (393) (145)
-------- --------
Net trade receivables 3,869 2,877
Accrued income 2,052 3,191
Other receivables 536 1,377
6,457 7,445
======== ========
All trade receivable amounts are short term. All of the Group's
trade and other receivables have been reviewed for indicators of
impairment and where necessary, a provision for impairment
provided. The carrying value is considered a fair approximation of
their fair value. The Group's management considers that all
financial assets that are not impaired or past due are of good
credit quality.
The movement in provision for impairment of trade receivables
can be reconciled as follows:
2016 2015
GBP000's GBP000's
Opening provision (145) (197)
Receivables provided for during period (382) (126)
Reversal of previous provisions 134 178
(393) (145)
======== ========
In addition, some of the unimpaired trade receivables of the
Group are past due as at the reporting date. The age of financial
assets past due, but not impaired, is as follows:
2016 2015
GBP000's GBP000's
Not more than three
months 1,034 1,699
More than three months but not more than
six months 1,309 358
More than six months but not more than one
year 416 374
More than one year - 96
2,759 2,527
======== ========
17 Trade and other payables
2016 2015
GBP000's GBP000's
Trade payables 3,012 1,907
Other payables 185 324
Other taxation and social security 54 166
Deferred income 31 216
Accruals 4,565 7,156
7,847 9,769
======== ========
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 109 days
(2015: 73 days).
18 Borrowings and other financial liabilities
2016 2015
GBP000's GBP000's
Due within one year:
Debt element of convertible loan notes 389 -
Due in more than one year:
Debt element of convertible loan notes - 334
389 334
======== ========
On 14 August 2015, the Group issued GBP0.4 million of unsecured
convertible loan notes. Interest of 5% is payable on conversion and
the loans are repayable on 14 August 2017. The principle sum
outstanding is convertible into new ordinary shares of the Company
at a conversion price of GBP0.18 per share at any time prior to 14
August 2017.
The loan notes above are regarded as compound instruments,
consisting of a liability component and an equity component. The
fair value of the liability component has been estimated and the
fair value assigned to the liability and shown as a non-current
liability, whilst the equity component of GBP0.1 million (2015:
GBP0.1 million) is shown within equity. In valuing the loan notes
the likelihood of conversion has not been taken into account given
this is under the control of the loan note holder.
19 Share capital
Ordinary share capital At 31 December 2016 At 31 December 2015
Number GBP000's Number GBP000's
Ordinary shares of GBP0.001 571,628,125 572 369,143,635 369
Total ordinary share capital
of the Company 572 369
======== ========
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 20.
20 Reconciliation of share capital
2016 2015
Ordinary Ordinary Share Ordinary Ordinary Share
Shares Capital Shares Capital
Number GBP000's Number GBP000's
GBP0.0000001 GBP0.0000001
Opening balance 369,143,635 369 193,714,204 194
Issue of ordinary
shares 202,484,490 203 175,429,431 175
Closing balance 571,628,125 572 369,143,635 369
============ ============== ============ ==============
21 Share options
In September 2013 Brave Bison Limited introduced an approved EMI
share option scheme for employees. The first options were granted
in September and October 2013, where options were issued in
replacement for options issued under the original Brave Bison
Limited unapproved scheme, vesting periods were deemed to have
commenced from 30 May 2013. The replacement share options issued by
Brave Bison Group plc were treated as modification of the original
scheme, in accordance with IFRS 2. The options were valued using
the Black-Scholes valuation model, using the following
assumptions.
Options
Expected option life 4 years
Expected volatility 50%
Weighted average volatility 50%
Risk-free interest rate 0.67% - 2.74%
Expected dividend yield 0%
The charge included within the financial statements for share
options for the year to 31 December 2016 is GBP0.5 million (2015:
GBP1.1 million).
Within the assumptions above 50% share price volatility has been
used, the assumption is based on the average volatility for AIM
adjusted for Brave Bison Group plc.
Options vest as follows:
-- 25% 12 months from grant date
-- 2.08% each month commencing 13 months from grant date until
the options are fully vested at the end of the four year vesting
period.
Details of the options issued under Weighted average
the approved scheme are as follows: Number exercise price
Outstanding at the beginning of the
year 42,935,470 4.0p
Granted during the year 53,598,890 5.0p
Exercised during the year (2,484,489) 0.1p
Cancelled during the year (5,251,557) 23.0p
Outstanding at the end of the year 88,798,314 9.0p
Exercisable at the end of the year 11,444,097 16.0p
The weighted average share price on the date options were
exercised was 4p.
Share options expire after 10 years, the options above expiring
between March 2021 and December 2025.
In addition to the share options above, 2,326,031 warrants were
previously issued in 2013. The warrants were issued at an exercise
price of 60p, were due to vest on 12 November 2017 and were due to
expire in November 2023. The warrants were cancelled upon the exit
of Michael Broughton, a former Director of the Group in November
2015. The charge included within the financial statements at 31
December 2016 was GBPNil (2015: GBP0.4 million).
22 Undertakings included in the financial statements
The consolidated financial statements include:
Class
of
share Country of Proportion
held incorporation held Nature of business
Brave Bison Limited
(formerly Rightster
Limited) Ordinary UK 100% Online video distribution
Rightster Inc. Ordinary USA 100% Online video distribution
Rightster India LLP Ordinary India 100% Non-trading
Rightster Gibraltar Ordinary Gibraltar 100% Online video distribution
Preview Networks
ApS Ordinary Denmark 100% Online video distribution
Viral Management
Limited Ordinary UK 100% Online video distribution
Base 79 Limited Ordinary UK 100% Online video distribution
Base 79 Inc. Ordinary USA 100% Online video distribution
Base 79 SL Ordinary Spain 100% Online video distribution
Base 79 GMBH Ordinary Germany 100% Online video distribution
Base 79 SARL Ordinary France 100% Online video distribution
Brave Bison Asia
Pacific Pte Ordinary Singapore 100% Online video distribution
23 Financial Instruments
Categories of financial instruments As at 31 As at 31
December December
2016 2015
GBP000's GBP000's
Financial assets
Loans and receivables 6,457 7,445
Cash and bank balances 7,051 3,134
---------- ---------
13,508 10,579
Financial liabilities at amortised cost
Trade and other payables (7,847) (9,769)
Borrowings (389) (334)
---------- ---------
(8,236) (10,103)
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 Australian Dollar,
the Euro and the Indian Rupee.
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:
Other Indian Rupee US Dollar Euro Sterling Total
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Financial assets 115 - 2,620 567 26,419 29,721
Financial liabilities (128) (111) (1,007) (1,169) (10,868) (13,243)
Total exposure
at
31 December 2015 (13) (111) 1,613 (602) 15,551 16,478
======== ============ ========= ======== ======== ========
Financial assets 37 201 41 74 30,298 30,651
Financial liabilities (58) (79) (6) (163) (10,475) (10,781)
Total exposure
at
31 December 2016 (21) 122 35 (89) 19,823 19,870
======== ============ ========= ======== ======== ========
Sensitivity analysis
The table below illustrates the estimated impact on profit or
loss as a result of market movements in the Australian Dollar,
Indian Rupee, US Dollar, Euro and Sterling exchange rate.
10% 10% 10% 10%
Increase Increase Increase Increase
in favour in favour in favour in favour
Impact on loss and equity of AUS Dollars of Rupees of US Dollars of Euro
GBP000's GBP000's GBP000's GBP000's
For the year to 31 December
2015 (786) 70 949 131
=============== ========== ============== ==========
For the year to 31 December
2016 (20) (12) 2 (70)
=============== ========== ============== ==========
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. The maximum exposure to
credit risk is that shown within the balance sheet. All amounts are
short term and management consider the amounts to be of good credit
quality.
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. Operating subsidiaries are financed by
retained profits.
Contractual maturities
The Group manages liquidity risk by maintaining adequate
reserves.
Interest rate risk
The Group holds the majority of its cash and cash equivalents in
corporate current accounts. These accounts offer a competitive
interest rate with the advantage of quick access to the funds.
Capital policy
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain a capital structure that optimises the
cost of capital.
The Group manages its capital to ensure that entities in the
Group will be able to continue as a going concern while maximising
the return to stakeholders through the optimisation of the debt and
equity balance. The capital structure of the Group consists of cash
and cash equivalents as disclosed in the statement of financial
position and equity attributable to equity holders of the parent,
comprising issued capital, reserves and retained earnings as
disclosed in the consolidated statement of changes in equity.
Debt is defined as long and short-term borrowings (excluding
derivatives). Equity includes all capital and reserves of the Group
that are managed as capital.
Financial instruments measured at fair value
Financial assets and financial liabilities measured at fair
value in the statement of financial position are grouped into three
levels of fair value hierarchy. This grouping is determined based
on the lowest level of significant inputs used in fair value
measurement, as follows:
-- level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities
-- level 2 - inputs other than quoted prices included within
level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from
prices)
-- level 3 - inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
Brave Bison categorises all financial assets and liabilities as
level 1.
Maturity analysis
Set out below is a maturity analysis for non-derivative
financial liabilities. The amounts disclosed are based on
contractual undiscounted cash flows. The table includes both
interest and principal cash flows. The Group had no derivative
financial liabilities at either reporting date.
Less than 1-3 3-5
Total 1 Year Years Years
GBP000's GBP000's GBP000's GBP000's
As at 31 December 2015
Borrowing principal payments 349 - 349 -
Trade and other payables 9,769 9,769 - -
------------------------------ -------- --------- -------- --------
As at 31 December 2016
Borrowing principal payments 389 389 --
Trade and other payables 7,847 7,847 --
------------------------------ ----- -----
For details as to how management is planning to manage liquidity
risk to ensure debts are paid as due please refer to Note 23.
24 Financial commitments
The present value of future minimum rentals payable under
non-cancellable operating leases is as follows:
At 31 At 31
December December
2016 2015
GBP000's GBP000's
Less than 1 year 388 616
Between 2 and 5 years 456 548
More than 5 years - -
844 1,164
========= =========
Minimum Guarantees
The Group has entered into contracts committing to the following
minimum guarantees:
At 31 At 31
December December
2016 2015
GBP000's GBP000's
Less than 1 year 66 891
Between 2 and 5 years - -
More than 5 years - -
66 891
========= =========
25 Transactions with Directors and other related parties
25.1. Tixdaq Limited
Tixdaq Limited is a group of sport sites owned by William
Muirhead who is a connected party through his relationship with
Charles Muirhead. During the period to 31 December 2016 the Group
paid a revenue share to Tixdaq Limited, from advertising generated
on the above websites of GBPnil (2015: GBP0.01 million). The
balance outstanding at 31 December 2016 was GBPnil (2015:
GBPnil).
25.2. Sports Investment Partners LLP
Fees of GBPnil (2015: GBP0.1 million) were paid to Sports
Investment Partners LLP which is a connected party through its
relationship with Michael Broughton, a former director of the
Company. The amount outstanding at 31 December 2016 was GBPnil
(2015: GBP0.1 million).
26 Post balance sheet events
No adjusting or significant events have occurred between the
reporting date and the date of authorisation.
REPORT OF THE INDEPENT AUDITOR TO THE MEMBERS OF BRAVE BISON
GROUP PLC
For the year ended 31 December 2016
Independent auditor's report to the members of Brave Bison Group
plc
We have audited the parent company financial statements of Brave
Bison Group plc for the year ended 31 December 2016 which comprise
the company balance sheet, the company statement of changes in
equity and the related notes. The financial reporting framework
that has been applied in their preparation is applicable law and
United Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice), including Financial Reporting
Standard 102 'The Financial Reporting Standard applicable in the UK
and Republic of Ireland'.
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Statement of Directors'
Responsibilities set out on page 14, the directors are responsible
for the preparation of the parent company financial statements and
for being satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the parent
company financial statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
is provided on the Financial Reporting Council's website at
www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion, the parent company financial statements:
-- give a true and fair view of the state of the parent
company's affairs as at 31 December 2016;
-- have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the Strategic Report and the Report
of the Directors for the financial year for which the parent
company financial statements are prepared is consistent with the
financial statements; and
-- the Strategic Report and the Report of the Directors have
been prepared in accordance with applicable legal requirements.
Matter on which we are required to report under the Companies
Act 2006
In the light of the knowledge and understanding of the parent
company and its environment obtained in the course of the
audit, we have not identified material misstatements in the
Strategic Report or the Report of the Directors.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you
if, in our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not
been received from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by
law are not made; or
-- we have not received all the information and explanations we
require for our audit.
Other matter
We have reported separately on the group financial statements of
Brave Bison Group plc for the year ended 31 December 2016.
Mark Henshaw
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
30 March 2017
COMPANY BALANCE SHEET
As at 31 December 2016
At 31 At 31
December December
2016 2015
Note GBP000's GBP000's
Fixed asset investments
Investments in subsidiaries 28 19,062 19,062
Current Assets
Debtors 29 49 334
----------------- ------------------------
49 334
Creditors: amounts falling
due
within one year 30 (389) -
(389) -
Creditors: amounts falling
due
after one year 30 - (334)
----------------- ------------------------
- (334)
Total assets less current
liabilities 18,722 19,062
================= ========================
Capital and reserves
Called up share capital 31 572 369
Share premium account 78,312 69,227
Capital redemption reserve 6,660 6,660
Merger relief reserve 62,624 62,624
Convertible loan note 68 68
Profit and loss account (129,514) (119,886)
----------------- ------------------------
18,722 19,062
================= ========================
The financial statements on pages 61- 67 were authorised for
issue by the Board of Directors on 30 March 2017
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2016
Capital Convertible
Share Share redemption Loan Merger relief Profit and Total
capital premium Reserve Note Reserve loss account Equity
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
At 1 January 2015 194 64,471 6,660 - 41,009 (31,387) 80,947
-------- -------- ----------- ----------- ------------------- ------------- --------
Shares issued during the
year 175 5,160 - - 21,615 - 26,950
Share issue costs - (404) - - - - (404)
Equity settled share based payments
- - - - - 4,513 4,513
Issue of convertible loan notes
- - - 68 - - 68
Transactions with owners 175 4,756 - 68 21,615 4,513 31,127
-------- -------- ----------- ----------- ------------------- ------------- --------
Other Comprehensive income
Loss and total comprehensive income for
the year - - - - (93,012) (93,012)
At 31 December 2015 369 69,227 6,660 68 62,624 (119,886) 19,062
-------- -------- ----------- ----------- ------------------- ------------- --------
Shares issued during the
year 200 9,799 - - - - 9,999
Share issue costs - (714) - - - - (714)
Exercise of share options 3 - - - - - 3
Transactions with owners 203 9,085 - - - - 9,288
-------- -------- ----------- ----------- ------------------- ------------- --------
Other Comprehensive income
Loss and total comprehensive income for
the year - - - - (9,628) (9,628)
At 31 December 2016 572 78,312 6,660 68 62,624 (129,514) 18,722
-------- -------- ----------- ----------- ------------------- ------------- --------
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2016
27 Accounting Policies
The financial statements have been prepared in accordance with
applicable accounting standards including Financial Reporting
Standard 102 The Financial Reporting Standard Applicable in the UK
and Republic of Ireland (FRS 102) and the Companies Act 2006. The
financial statements have been prepared on a going concern basis
under the historical cost convention, modified to include certain
items at fair value.
The financial statements are prepared in sterling which is the
functional currency of the Company. The figures are presented in
thousands of pounds (GBP000's) unless otherwise stated.
Going concern
The financial statements have been prepared on a going concern
basis, which assumes that the Company will be able to meet its
liabilities as they fall due for the foreseeable future. The
Company is dependent for its working capital requirements on cash
generated from Group operations and cash holdings and from equity
markets. The cash holdings of the Group at 31 December 2016 were
GBP7.1 million (2015: GBP3.1 million).
The Company made a loss of GBP9.6 million for the year ended 31
December 2016 (2015: loss of GBP93.0 million).
The Directors have prepared detailed cash flow projections ("the
Projections") which are based on their current expectations of
trading prospects. The board forecasts that the Group will achieve
a positive cash inflow in 2018 and has sufficient cash on hand to
reach that goal. Accordingly, the Directors have concluded that it
is appropriate to continue to adopt the going concern basis in
preparing these financial statements.
The Directors are confident that the Group's forecasts are
achievable, and are committed to taking any actions available to
them to ensure that any shortfall in forecast revenues is mitigated
by cost savings. Accordingly the going concern basis of accounting
has been adopted in preparing these consolidated financial
statements.
In October 2016 the Group obtained agreement from Barclays Bank
to provide up to GBP2.0 million overdraft facility on market terms,
secured on the assets of the Group. This is intended to provide
occasional short-term working capital support. The facility has not
yet been drawn down and there is no forecast need to do so.
Deferred taxation
Deferred tax represents the future tax consequences of
transactions and events recognised in the financial statements of
current and previous periods. It is recognised in respect of all
timing differences, with certain exceptions. Timing differences are
differences between taxable profits and total comprehensive income
as stated in the financial statements that arise from the inclusion
of income and expense in tax assessments in periods different from
those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised
only to the extent that it is probable that they will be recovered
against the reversal of deferred tax liabilities or other future
taxable profits. Deferred tax is measured using the tax rates and
laws that have been enacted or substantively enacted by the balance
sheet date that are expected to apply to the reversal of timing
differences. Deferred tax on revalued non-depreciable tangible
fixed assets and investment properties is measured using the rates
and allowances that apply to the sale of the asset.
Investment
Investments are recognised initially at fair value which is
normally the transaction price excluding transaction costs.
Subsequently, they are measured at cost less impairment.
Debtors
Debtors are stated in the balance sheet at estimated net
realisable value.
Share based payments
Employees (including Directors) of the Company received
remuneration in the form of share-based payment transactions,
whereby employees render services in exchange for shares or rights
over shares ('equity-settled transactions').
The cost of equity settled transactions with employees is
recovered 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
are recognised, together with a corresponding credit to equity,
over the period between the date of grant and the end of 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.
Exemptions
The Directors have taken advantage of the exemption available
under section 408 of the Companies Act 2006 and not presented a
profit and loss account for the Company alone.
The Company has taken advantage of exemption, under the terms of
Financial Reporting Standard 102 'The Financial Reporting Standard
applicable in the UK and Republic of Ireland', not to disclose
related party transactions with wholly owned subsidiaries within
the Group.
Share capital and reserves
Share capital represents the nominal value of shares that have
been issued.
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, net of any related income
tax benefits.
Profit and loss account includes all current and prior period
retained profits or losses. It also includes charges related to
share-based employee remuneration.
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;
-- on completion of the transaction, the company issuing the
shares will have secured at least a 90% equity holding in the other
company.
Where the Company purchases its own equity share capital, on
cancellation the nominal value of the shares cancelled is deducted
from share capital and the amount is transferred to the capital
redemption reserve.
Dividend distributions payable to equity shareholders are
included in 'other liabilities' when the dividends have been
approved in a general meeting prior to the reporting date.
Convertible loan note
Compound financial instruments issued by the Company comprise
convertible loan notes that can be converted to share capital at
the option of the holder, and the number of shares to be issued
does not vary with changes in their fair value. The liability
component of a compound financial instrument is recognised
initially at the fair value of a similar liability that does not
have an equity conversion option. The equity component is
recognised initially at the difference between the fair value of
the compound financial instrument as a whole and the fair value of
the liability component. Any directly attributable transaction
costs are allocated to the liability and equity components in
proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a
compound financial instrument is measured at amortised cost using
the effective interest method. The equity component of a compound
financial instrument is not re-measured subsequent to initial
recognition except on conversion or expiry. Borrowings are
classified as current liabilities unless the Company has an
unconditional right to defer settlement of the liability for at
least 12 months after the end of the reporting period. On
conversion of the compound instrument to equity, the shares are
issued by the Company in line with the terms of the instrument
agreement. Any difference between the nominal value of the shares
issued and the conversion price is credited to the share premium
account.
Significant judgements and estimates
The Group is required to test, at least annually, whether
investments have suffered any impairment. The recoverable amount is
determined based on value in use calculations. The use of this
method requires the estimation of future cash flows attributable to
the acquired cash-generating unit and the choice of a suitable
discount rate in order to calculate the present value of these cash
flows. Actual outcomes could vary.
Where the Company has receivables from other Group entities, the
recoverability of the receivables are assessed at the end of each
accounting period. Where there is doubt in regards to the
recoverability, the receivable is considered to be impaired and
written down to its recoverable value. This assessment is made
using past experience however subjectivity is involved when
assessing the level of recoverability and impairment.
28 Investments in subsidiaries and associates
Investments
2016
GBP000's
As at 31 December 2015
& 2016 19,062
========
As at 31 December 2016, investments were assessed for
impairment. Updated forecasts and assumptions have been prepared
using the valuation model behind the current strategy. No
impairment is necessary for the year ended 31 December 2016 (2015:
GBP56.7 million).
At 31 December 2016 the Company had the following subsidiary
undertakings:
Class of Country of Proportion
share held incorporation held Nature of business
Subsidiaries
Brave Bison Limited
(formerly Rightster
Limited) Ordinary UK 100% Online video distribution
Indirect subsidiaries
Rightster Inc. Ordinary USA 100% Online video distribution
Rightster India LLP Ordinary India 100% Non-trading
Rightster Gibraltar Ordinary Gibraltar 100% Online video distribution
Preview Networks
ApS Ordinary Denmark 100% Online video distribution
Viral Management
Limited Ordinary UK 100% Online video distribution
Base 79 Limited Ordinary UK 100% Online video distribution
Base 79 Inc. Ordinary USA 100% Online video distribution
Base 79 SL Ordinary Spain 100% Online video distribution
Base 79 GMBH Ordinary Germany 100% Online video distribution
Base 79 SARL Ordinary France 100% Online video distribution
Brave Bison Asia
Pacific Pte Ordinary Singapore 100% Online video distribution
29 Debtors
2016 2015
GBP000's GBP000's
Prepayments 4 4
Other debtors 27 27
Other taxes and social security 18 -
Amounts due from Group undertakings - 303
49 334
======== ========
Amounts owed by Group companies are interest free, due on demand
and unsecured.
30 Creditors
Amounts falling due within
one year 2016 2015
GBP000's GBP000's
Debt elements of convertible loan notes
(Note 18) 389 -
Amounts falling due after
one year 389 -
======== ========
Debt elements of convertible loan notes
(Note 18) - 334
- 334
======== ========
31 Capital and reserves
Ordinary share capital At 31 December 2016 At 31 December 2015
Number GBP000's Number GBP000's
Ordinary shares of GBP0.001 571,628,125 572 369,143,635 369
Total ordinary share capital
of the Company 572 369
======== ========
Called-up share capital represents the nominal value of shares
that have been issued.
The movement in share capital can be reconciled as follows:
2016 2015
Ordinary Ordinary Share Ordinary Ordinary Share
Shares Capital Shares Capital
Number GBP000's Number GBP000's
GBP0.0000001 GBP0.0000001
Opening balance 369,143,635 369 193,714,204 194
Issue of ordinary
shares 202,484,490 203 175,429,431 175
Closing balance 571,628,125 572 369,143,635 369
============ ============== ============ ==============
This information is provided by RNS
The company news service from the London Stock Exchange
END
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