The information contained within
this announcement is deemed by the Company to constitute inside
information pursuant to Article 7 of EU Regulation 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public
domain.
22 April 2024
Brave
Bison Group plc
("Brave
Bison" or the "Company", together with its subsidiaries "the
Group")
Annual
Results
23%
growth in Net Revenue y-o-y
42%
growth in Adj. EBITDA y-o-y
2024
trading to date ahead of prior year
Brave Bison, the digital advertising
and technology services company, today announces its audited
results for the year ended 31 December 2023 ("FY23").
Summary
Brave Bison is pleased to report
another year of healthy growth in revenues, profitability and cash,
with results marginally ahead of market expectations.
Oliver Green, Executive Chairman, commented:
"2023 was another strong year for
Brave Bison. We are pleased to report an increase in net revenue,
adjusted EBITDA and adjusted EPS for the third consecutive
year.
The acquisition of SocialChain has
transformed our proposition to advertisers looking to connect with
younger and more niche audiences on emerging platforms. We are now
working with a roster of blue-chip global brands across the
business and are able to connect the dots for clients across the
holy trinity of media, technology and content.
2024 trading to date has been ahead
of last year and the Board remains confident of meeting market
expectations* for FY24"
* Market expectations for FY24 are to
deliver net revenue of £21.0m and Adj. EBITDA of £4.2m. Net cash is
expected to be in excess of £9m at year end
FY23 Financial Highlights
|
FY23
|
FY22
|
Change
|
Turnover / Billings
(1)
|
£35.7m
|
£31.7m
|
+13%
|
Net
Revenue / Gross Profit
|
£20.9m
|
£16.9m
|
+23%
|
Adj. EBITDA (2)
|
£4.3m
|
£3.0m
|
+42%
|
Adj.
Profit Before Tax (3)
|
£3.6m
|
£2.6m
|
+38%
|
Adj. Basic EPS
(4)
|
0.29p
|
0.24p
|
+18%
|
Acquisition Costs
|
(£0.8m)
|
(£0.1m)
|
|
Restructuring Costs
|
(£0.8m)
|
(£0.1m)
|
|
Share Based Payments
|
(£0.4m)
|
(£0.4m)
|
|
Impairment & Amortisation of
Acquired Intangibles
|
(£0.4m)
|
(£0.7m)
|
|
Profit Before Tax
|
£1.1m
|
£1.5m
|
(24%)
|
Basic EPS
|
0.27p
|
0.19p
|
42%
|
Net Cash
|
£6.8m
|
£6.2m
|
+10%
|
NB: Small apparent errors due to
rounding
(1) Turnover / Billings
includes pass-through costs such as media spend and revenue share
from platforms and partner channels.
(2) Adj. EBITDA is
defined as earnings before interest, taxation, depreciation and
amortisation, and after adding back acquisition costs,
restructuring costs and share-based payments. Under IFRS16 most of
the costs associated with property leases are classified as
depreciation and interest, therefore Adj. EBITDA is stated before
deducting these costs.
(3) Adj. Profit Before
Tax is stated after adding back acquisition costs, restructuring
costs, impairments, amortisation of acquired intangibles and
share-based payments, and is after the deduction of costs
associated with property leases.
(4) Adj. Profit Before
Tax divided by the weighted average number of ordinary shares in
issue at year end
· Net
Revenue / Gross Profit of £20.9m (FY22: £16.9m), growth of 23%
year-on-year, marginally ahead of market expectations
· Adj.
EBITDA of £4.3m (FY22: £3.0m), growth of
42% year-on-year, and Adj. Profit Before Tax of £3.6m (FY22: £2.6m), growth of 38%
year-on-year
· Statutory Profit Before Tax of £1.1m (FY22: £1.5m). The
decrease in statutory profit is the result of the acquisition, and
subsequent restructuring, of SocialChain in H1 FY23, and therefore
identified as exceptional. Recognised during the period were
Acquisition Costs of £0.8m (FY22: £0.1m) relating to professional
fees and fundraising fees, and Restructuring Costs of £0.8m (FY22:
£0.1m) relating to staff termination costs, duplicate property cost
and duplicate IT costs
· Adj.
Basic EPS of 0.29p (FY22: 0.24p), growth of 18% year-on-year.
Statutory Basic EPS of 0.27p (FY22: 0.19p), growth of 39%
year-on-year due to £2.3m positive tax credit (FY22:
£0.6m)
· Net
cash of £6.8m, an increase of £2.5m from 30 June 2023 (H1 23:
£4.3m) and an increase of £0.6m year-on-year (FY22: £6.2m), with
one acquisition made in the period. Revolving credit facility of
£3.0m remains undrawn, providing further liquidity if
required
· Third
consecutive year of growth in Net Revenue / Gross Profit, Adj.
EBITDA and Adj. Basic EPS. Net Revenue / Gross Profit has
quintupled since 2020 and Adj. Basic EPS has increased 56% since
2021
|
FY20
|
FY21
|
FY22
|
FY23
|
Net Revenue / Gross Profit
|
£4.0m
|
£7.8m
|
£16.9m
|
£20.9m
|
YoY Growth
|
n/a
|
+95%
|
+117%
|
+23%
|
Adj. EBITDA
|
£0.1m
|
£1.8m
|
£3.0m
|
£4.3m
|
YoY Growth
|
n/a
|
+1,700%
|
+67%
|
+42%
|
Adj. PBT
|
(£0.5
m)
|
£1.4m
|
£2.6m
|
£3.6m
|
YoY Growth
|
n/a
|
n/a
|
+86%
|
+38%
|
Adj.
Basic EPS
|
(0.08p)
|
0.18p
|
0.24p
|
0.29p
|
YoY Growth
|
n/a
|
n/a
|
+32%
|
+18%
|
Net Cash
|
£2.7m
|
£4.7m
|
£6.2m
|
£6.8m
|
YoY Growth
|
n/a
|
+74%
|
+32%
|
+10%
|
FY23 Strategic Highlights
· SocialChain, a leading social media advertising and influencer
marketing agency, was acquired during the period and integrated
into the Brave Bison operating platform. The business has been
rebranded and relaunched, with a raft of client wins in the second
half of the year including LinkedIn, Holland & Barrett, John
Lewis Partnership and The Army
· Oversubscribed fundraising in February 2023 to raise £4.8m
enabled the acquisition of SocialChain, improved our investment
case and brought new institutional shareholders to Brave
Bison
· Record
levels of new business during the year with new clients including
Fiskars, Winparts, Markel Group, ProCook, Molson Coors, Purina and
Monday.com
· Further growth in SocialMinds, a podcast and events series for
social media marketeers run by SocialChain. SocialMinds generates
approximately 7,000 monthly downloads and recent guests include
leaders from Booking.com, Pinterest, Reddit and Formula
1
· Launch
of Scribe, an artificial intelligence tool that leverages GPT-3 to
produce brand-safe content to improve search engine optimisation
and human reduce copywriting hours
· Successful rollout of company-wide professional services
automation tool to control resourcing and drive margin, and
appointment of a new COO in further pursuit of Operational
Excellence
· Total
headcount of 251 (FY22: 162), growing in-line with revenue and
taking full advantage of distributed hiring and hybrid
working
Outlook
· Trading in 2024 to date has been encouraging and is ahead of
the prior year. The Board is confident in meeting full year market
expectations
· In
particular, SocialChain has performed well following significant
client wins in Q4 FY23 / Q1 FY24
For further information please
contact:
Brave Bison Group
plc
Oliver Green, Executive
Chairman
via Cavendish
Theo Green, Chief Growth
Officer
Philippa Norridge, Chief Financial
Officer
Cavendish Capital Markets
Limited
Tel: +44 (0) 20 7220 0500
Nominated Adviser &
Broker
Ben Jeynes / Dan Hodkinson -
Corporate Finance
Michael Johnson / Tim Redfern -
Sales and ECM
About Brave Bison
Brave Bison (AIM: BBSN) is a digital
advertising and technology services company, headquartered in
London with a globally distributed workforce in over ten countries.
The Company provides services to global brand advertisers through
four business units.
Brave Bison Performance is a paid
and organic media practice. It plans and buys digital media on
platforms like Google, Meta, TikTok, Amazon and YouTube, as well as
providing search engine optimisation and digital PR services.
Customers include New Balance, Curry's and
Asus.
SocialChain is a social media
advertising practice. It creates content for social media
platforms, and works with influencers to create and distribute
content. This creative approach ensures that content is more native
to the platform it is on, leading to higher engagements from its
audience. Customers include Holland & Barrett, The Army and
General Mills.
Brave Bison Commerce is a digital
commerce practice. It builds complex
ecommerce platforms to support digital commerce operations. We are
specialist consultants in composable system architecture, the most
advanced technology available for enterprise customers.
Customers include Furniture Village, Fiskars and
Winparts.
Brave Bison Media Network is a
portfolio of channels across YouTube, Facebook, Snapchat, TikTok
and Instagram. These channels generate over 1 billion monthly
views, and the advertising inventory from each channel is sold
through online advertising exchanges. Popular channels include The
Hook, PGA Tour, US Open and Link Up TV.
Chairman's
Review
Brave
Bison is a digital advertising and technology services company
purpose built for the digital era. We operate from trend to spend
for our customers and through the marketing funnel, helping our
clients to capitalise on the complexity that now defines the modern
marketing landscape.
We charge our customers fees for
products and services that include building their brands on social
media, driving ecommerce transactions with personalised digital
advertising campaigns, consulting on digital customer experience
and building websites and apps to deliver seamless user experience
and maximise revenue. We also own and operate a number of sports
and entertainment channels on platforms such as YouTube, Facebook,
Instagram and Snap. This network of channels generates revenue
through advertising and acts as a marker to clients for our
strength in growing digital audiences, and our native understanding
of this new social and digital era.
Unlike the legacy advertising
networks, our business is fully integrated
which means that clients get access to all of our capabilities from
within a single, unitary structure. The collaboration and
connectivity across our business allows our clients to access
specialist expertise across a range of disciplines and lets us
connect the dots to solve marketing problems using the holy trinity
of media, content and technology.
Inside
Brave Bison there are four specialist business practices that are
supported by functions for finance, IT, HR,
marketing and operations. Our four business practices work both
independently and together to build custom
digital media and technology solutions for
our clients to help them stay ahead of their competition and thrive
in an online world.
Brave Bison
Performance is our paid and organic
media practice. Here we plan and buy digital media on platforms
like Google, Meta, TikTok, Amazon and YouTube as well as provide
search engine optimisation and digital PR services. Customers
include New Balance, Asus and Curry's.
Brave
Bison Commerce is our digital
commerce practice. Customers engage us to build complex digital
ecommerce platforms and support digital commerce operations.
We are specialist consultants in composable system
architecture, the most advanced technology available
for enterprise clients. Customers include
Furniture Village, Fiskars and Winparts.
SocialChain is our social media
advertising and influencer marketing practice. Here we advise
clients on how to navigate the various social platforms, create
original social-first content and manage influencers and
creators to create and distribute native
content. Customers include KFC, Holland & Barrett and The
Army.
Brave
Bison Media Network is a portfolio
of sports and entertainment channels that run across YouTube,
Facebook, Snap, TikTok and Instagram. These channels generate over
1bn monthly views, and the advertising inventory from each channel
is sold through online advertising exchanges. Popular channels
include The Hook, PGA Tour, US Open and Link Up TV.
Year in Review
2023
was another strong year for Brave Bison. During the period, net
revenue / gross profit grew by 23% to £20.9m, adjusted profit
before tax increased by 38% to £3.6m and we
delivered 18% growth in adjusted earnings per share to 0.29p. Our
balance sheet was healthy at year end with net cash of £6.8m, an
increase of £0.6m, and an undrawn credit facility of £3.0m.
During the year, the company made its
fourth acquisition since myself, Theo and Philippa joined as
executives in 2020. In February 2023, after an oversubscribed
fundraising, we acquired SocialChain
- an industry-defining social
media and influencer marketing business that was founded by
entrepreneur and Dragon's Den star Steven Bartlett. As with all
previous acquisitions, we set about integrating the business into
the Brave Bison operating platform. SocialChain was merged with our
existing Social & Influencer operations, and the integration
involved an overhaul of the SocialChain
brand proposition and website as well as
its systems and processes for managing
resource, delivery and margin.
The restructuring and repositioning of
SocialChain saw quick product-market-fit and we won a number of new
clients in the second half of the year including Holland &
Barrett, Warner Bros., Monday.com, Molson Coors, The Army,
Pinterest, LinkedIn, Purina, Aer Lingus and John Lewis
Partnership.
Through SocialChain, Brave Bison is
well positioned to capitalise on global
advertisers' increased appetite to invest in social media. More and
more of our clients strive to connect with younger and more niche
audiences that do not use the more intent-led digital channels such
as Google / Facebook and are instead much more active on creator
and community-led platforms such as TikTok, Reddit and
Discord.
Brave Bison Performance was able to
deliver strong results in the year. The
practice was relatively insulated from the global economic
uncertainty, and we believe this is a
result of our focus on using personalised campaigns to drive direct
results for clients, usually culminating with an online transaction
and therefore revenue for our client. This direct response
advertising delivers a high return on media spend and can be
directly attributed to our work. New client
wins during the period include Markel Group and ProCook.
Similarly, our Commerce practice was
able to show value for our customers despite challenging end
markets. Enterprise retailers take a long-term view when investing
into their digital infrastructure and
this has remained a key focus
since Covid-19. We have established ourselves as expert
consultants and partners in composable
ecommerce architecture, the most modern
method of systems design that is favoured by senior technology
leaders. New client wins during the period
include Fiskars and Winparts.
The Brave Bison Media Network was more
exposed to the poor market for advertising
rates, but nonetheless delivered good results on the softer KPIs
such as views and subscriber growth. These operational wins
resulted in renewed and/or extended
contracts for 12-24 months with our biggest channel partners,
including PGA Tour, US Open, Alofoke Radio
and Le Mans. We are a leading channel partner for sports rights
holders and entertainment companies on YouTube, and we have
confidence in our market position as advertising rates begin to
increase back to normal levels.
Brave Bison prides itself on quality
of delivery for clients, as well as its hybrid-first approach to
work, resourcing and hiring. This means that Operational Excellence
is a key priority for Brave Bison at an
executive and Board level. As part of our strategy to consistently
strengthen our operational backbone and ensure we maintain a
platform that can integrate with future acquisitions,
we invested in our operations by way of people,
process and technology during the year. We rolled out a new
professional services automation platform that allows
us to manage resource, make hiring decisions and
ultimately drive margin improvement as we scale revenue and services in new markets. Alongside this
new tool, Clarity, we bolstered our operations
team and hired a Chief Operating
Officer.
To complement our investments in
Operational Excellence, we also invested in our sales and marketing
efforts with the hiring of a new Chief Marketing Officer,
as well as the creation of a Chief Business
Officer role. These investments began to show momentum in
the final quarter of the year as we
organised a 100-person event for social media marketeers in
Manchester at our Social Minds conference, rolled out a new Brave
Bison proposition and moved into a new London HQ. These investments
give us the team and platform to drive further organic and
inorganic growth over the coming years all whilst benefiting from
the operational leverage that now exists inside the
business.
Outlook
Although there remains a level of uncertainty across
the global economic and political backdrop, we
have confidence in the underlying strength of our business model
and our unique approach to connecting the dots across the holy
trinity of marketing: media, content and technology. Our platform
is one that is primed for further growth and the Board and I look
forward to updating shareholders as we make progress in 2024 and
beyond.
Oli Green
Executive
Chairman
19
April 2024
CFO's
Review
2023
was an exciting year for Brave Bison despite some macro-economic headwinds. We completed
the acquisition of SocialChain in February
2023, which helped drive an increase in
turnover of 13% to £35.7 million (2022:
£31.7 million).
Net
revenue / gross profit increased by 23% to £20.9 million (2022:
£16.9 million) and adjusted profit before tax, a measure of
underlying profitability, increased by 38%
to £3.6 million (2022: £2.6 million).
Principal
Activities
Brave
Bison has two business models.
Firstly, the provision of digital advertising and technology
services to global blue-chip companies. Services provided include
social media advertising, influencer marketing, paid media
services, search engine optimisation services, ecommerce software
integration, ecommerce system design and others. Customers include
New Balance, Currys, Holland & Barrett, and Asus. This
operation is referred to as "fee based services" in the Group
segmental reporting. Within this operation there are
three business units, Brave Bison Commerce, Brave
Bison Performance, and SocialChain by Brave Bison.
Secondly, Brave Bison owns and operates a network
of social and digital media channels. These
channels principally exist on platforms such as YouTube, Snap,
Facebook, TikTok and Instagram. Brave Bison publishes content on
these channels which attract views and serve advertising which can
be bought programmatically through digital advertising platforms.
This operation is referred to as "advertising" in the Group
segmental reporting, and consists of the Brave Bison Media Network
business unit.
The fee based services revenue stream showed good growth during the
year. Turnover increased by 30% to £25.6 million (2022: £19.7
million) and the gross profit increased by 30% to £18.1 million
(2022: £14.0 million). During the year SocialChain was
acquired and successfully integrated into our platform. While this
required some restructuring during the year, as SocialChain was loss making at the point of acquisition,
this was largely completed in the first half, and it has given us a
strong offering in this fast growing segment of the market.
The advertising revenue stream generated turnover of £10.1 million
(2022: £11.9 million) and approximately 1.4 billion average monthly
views (2022: 1.3 billion). Revenue decreased despite increased
views due to lower-than-normal advertising rates as a result of
macro-economic factors. The revenue decrease year-on-year
largely relates to channels that are operated by Brave Bison on a
revenue share basis, therefore the underlying gross profit remained
broadly flat at £2.8 million (2022: £2.9 million). Our gross profit
from YouTube, which is our core platform, increased by 8%, helped
by record breaking numbers during both the Australian Open and US
Open events. Snap revenues however declined as the platform was
opened up to increased numbers of shows.
Margins and
Operations
Brave
Bison tracks adjusted profit margin (adjusted profit before tax as a percentage of gross profit)
as a key performance indicator to measure
the Company's financial performance.
The adjusted profit margin for the period was 17.4%
(2022: 15.5%), an increase YoY despite the
lower profit margins present in SocialChain
prior to the restructuring exercise being completed.
Exceptional Costs and
Adjustments
During
the year Brave Bison incurred restructuring costs of £0.8 million (2022: £0.1 million), relating
to the integration and restructuring of
SocialChain, and acquisition costs of £0.8
million (2022: £0.1 million) relating to the costs associated with
the fundraising for and acquisition of
SocialChain
Amortisation of acquired intangibles relates to the amortisation of
customer relationships acquired as part of
the Greenlight, Best Response Media and SocialChain acquisitions
and the amortisation of the brand name acquired as part of the
SocialChain acquisition.
Equity settled share-based payments relate to the value of share
awards that have been granted to employees of the Company. £0.3 million of this amount relates to
the directors' LTIP, which can only be redeemed in
accordance with the terms outlined in the Directors' Remuneration
Report.
|
2023
|
2022
|
|
£000's
|
£000's
|
Adjusted
EBITDA
|
4,277
|
3,020
|
Finance
costs
|
(143)
|
(86)
|
Finance
income
|
198
|
80
|
Depreciation
|
|
|
Adjusted Profit before
tax
|
3,638
|
2,632
|
Restructuring costs
|
(832)
|
(62)
|
Acquisition
costs
|
(847)
|
(56)
|
Impairment
charge
|
(26)
|
(456)
|
Amortisation of acquired intangibles
|
(388)
|
(215)
|
Equity
settled share based payments *
|
|
|
Profit before
tax
|
1,110
|
1,456
|
Adjusted EBITDA is a non-IFRS measure that the Group uses to
measure its performance and is defined as earnings before interest,
taxation, depreciation and amortisation and after add back of costs
related to restructuring, acquisitions and share based
payments. It
should be noted that a portion of the property costs
in both 2023 and 2022 fall into the finance costs
and depreciation lines as a result of the introduction of IFRS 16
'Leases'.
As a result, the Group also uses adjusted profit before
tax as a measure of performance, which is stated
after add back of costs related to restructuring, acquisitions,
share based payments, impairments and amortisation
of acquired intangibles, but which is after the
deduction of costs associated with property leases. Adjusted
earnings per share is defined as adjusted profit before tax divided
by the weighted average number of shares in issue during the
year.
The statutory profit before tax for the year remained healthy at
over £1.1m (2022: £1.5m), a reduction of 24% on the previous year primarily because of the acquisition
costs and restructuring costs associated with the acquisition of
SocialChain discussed above.
Financial
Position
Brave Bison ended the period with cash resources of £6.9 million
(2022: £6.5 million) and net cash after deducting outstanding bank
loans of £6.8 million (2022: £6.2 million).
Brave Bison also has an undrawn revolving credit facility with
Barclays bank for a total of £3 million.
The Group had cash inflow of £0.4 million during the period (2022:
£0.6 million inflow) and expects to maintain positive cashflow
throughout 2024. The decrease in cash
inflow is largely due to the acquisition of
SocialChain during the year and repayment of some
of the liabilities acquired as part of that
acquisition.
The Group is carrying intangible assets of £12.7 million (2022:
£6.3 million). The Group capitalised goodwill of £5.3 million (2022: £0.2 million) on the purchase
of SocialChain (2022: Best Response Media).
The Group does not capitalise any wages.
Key
Performance Indicators
|
2023
|
2022
|
|
£000's
|
£000's
|
|
|
|
Revenue
|
35,704
|
31,652
|
Gross
Profit
|
20,902
|
16,948
|
Adjusted
EBITDA
|
4,277
|
3,020
|
Adjusted
Profit Before Tax
|
3,638
|
2,632
|
Adjusted
Earnings per ordinary share (pence)
|
0.29
|
0.24
|
Profit
before tax
|
1,110
|
1,456
|
Gross
Cash
|
6,920
|
6,485
|
Net
Cash
|
6,767
|
6,177
|
The movements in these key
performance indicators are discussed above,
and in the Chairman's review.
Philippa Norridge
Chief Financial Officer
19 April 2023
CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
|
|
|
31
|
31
|
|
Note
|
December
2023
|
December
2022
|
|
|
|
|
|
|
£000's
|
£000's
|
|
|
|
|
Revenue
|
6
|
35,704
|
31,652
|
Cost of sales
|
|
|
|
Gross profit
|
|
20,902
|
16,948
|
|
|
|
|
Administration expenses
|
|
(19,847)
|
(15,486)
|
Operating profit
|
7
|
1,055
|
1,462
|
|
|
|
|
Finance income
|
9
|
198
|
80
|
Finance costs
|
9
|
|
|
Profit before tax
|
7
|
1,110
|
1,456
|
|
|
|
|
Analysed as
|
|
|
|
Adjusted EBITDA
|
|
4,277
|
3,020
|
Finance costs
|
9
|
(143)
|
(86)
|
Finance income
|
9
|
198
|
80
|
Depreciation
|
14
|
|
|
Adjusted profit before tax
|
|
3,638
|
2,632
|
Restructuring costs
|
8
|
(832)
|
(62)
|
Acquisition costs
|
29
|
(847)
|
(56)
|
Impairment charge
|
15
|
(26)
|
(456)
|
Amortisation of acquired
intangibles
|
13
|
(388)
|
(215)
|
Equity settled share based
payments
|
24
|
|
|
Profit before tax
|
|
1,110
|
1,456
|
Income tax credit
|
10
|
|
|
|
|
|
|
Profit attributable to equity holders of the
parent
|
|
|
|
|
|
|
|
Statement of Comprehensive Income
|
|
|
|
Profit for the year
|
|
3,389
|
2,080
|
Items that may be reclassified
subsequently to profit or loss
|
|
|
|
Exchange (loss)/gain on translation
of foreign subsidiaries
|
|
|
|
Total comprehensive profit for the
year attributable to owners of the parent
|
|
|
|
Profit per share (basic and diluted)
|
|
|
|
Basic profit per ordinary share
(pence)
|
11
|
0.27p
|
0.19p
|
Diluted profit per ordinary share
(pence)
|
11
|
0.25p
|
0.18p
|
All transactions arise from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
|
|
|
|
At
31
|
At
31
|
|
|
December
|
December
|
|
Note
|
2023
|
2022
|
|
|
|
|
|
|
£000's
|
£000's
|
Non-current assets
|
|
|
|
Intangible assets
|
13
|
12,661
|
6,270
|
Property, plant and
equipment
|
14
|
2,210
|
372
|
Deferred tax asset
|
16
|
|
|
|
|
17,054
|
6,690
|
|
|
|
|
Current assets
|
|
|
|
Trade and other
receivables
|
17
|
6,523
|
7,426
|
Cash and cash equivalents
|
|
|
|
|
|
13,443
|
13,911
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
18
|
(8,860)
|
(9,310)
|
Bank Loans <1 year
|
20
|
(10)
|
(109)
|
Lease Liabilities
|
19
|
|
|
|
|
(9,082)
|
(9,812)
|
|
|
|
|
Non-current liabilities
|
|
|
|
Lease Liabilities
|
19
|
(1,487)
|
-
|
Deferred tax liability
|
16
|
(674)
|
(283)
|
Bank loans >1 year
|
20
|
(143)
|
(199)
|
Provisions
|
21
|
|
|
|
|
(2,820)
|
(767)
|
|
|
|
|
Net
Assets
|
|
|
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
22
|
1,288
|
1,081
|
Share premium
|
23
|
89,095
|
84,551
|
Capital redemption reserve
|
|
6,660
|
6,660
|
Merger reserve
|
|
(24,060)
|
(24,060)
|
Merger relief reserve
|
|
62,624
|
62,624
|
Retained deficit
|
|
(117,178)
|
(121,001)
|
Translation reserve
|
|
|
|
Total equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements on pages 34
to 68 were authorised for issue by the Board of Directors on 22
April 2024 and were signed on its behalf by
Philippa
Norridge
Chief Financial
Officer
CONSOLIDATED STATEMENT OF CASHFLOWS
|
|
|
|
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
|
£000's
|
£000's
|
|
|
|
|
Operating activities
|
|
|
|
Profit before tax
|
|
1,110
|
1,456
|
Adjustments:
|
|
|
|
Depreciation, amortisation and
impairment
|
|
1,108
|
1,053
|
Finance income
|
|
(198)
|
(80)
|
Finance costs
|
|
143
|
86
|
Share based payment
charges
|
|
435
|
387
|
(Increase)/decrease in trade and
other receivables
|
|
2,252
|
(553)
|
Decrease in trade and other
payables
|
|
(3,076)
|
(721)
|
Tax received
|
|
|
|
Cash inflow from operating
activities
|
|
1,823
|
1,712
|
|
|
|
|
Investing activities
|
|
|
|
Acquisition of
subsidiaries
|
|
(4,756)
|
(1,174)
|
Net cash acquired on
acquisition
|
|
(27)
|
840
|
Purchase of property plant and
equipment
|
|
(156)
|
(81)
|
Interest received
|
|
|
|
Cash (outflow) from investing
activities
|
|
(4,741)
|
(335)
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
Issue of share capital
|
|
4,750
|
-
|
Interest paid
|
|
(143)
|
(86)
|
Repayment of borrowings
|
|
(634)
|
(108)
|
Repayment of lease
liability
|
|
|
|
Cash inflow/(outflow) from financing
activities
|
|
3,355
|
(823)
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
|
|
|
|
|
|
Movement in net cash
|
|
|
|
Cash and cash equivalents, beginning
of year
|
|
6,485
|
5,906
|
Increase in cash and cash
equivalents
|
|
437
|
554
|
Movement in foreign
exchange
|
|
|
|
Cash
and cash equivalents, end of year
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
|
|
|
Share
Capital
|
Share
premium
|
Capital
redemption Reserve
|
Merger
Reserve
|
Merger
relief Reserve
|
Translation
Reserve
|
Retained
deficit
|
Total
Equity
|
|
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1
January 2022
|
1,081
|
84,551
|
6,660
|
(24,060)
|
62,624
|
142
|
(123,468)
|
7.530
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued during the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Equity
settled share based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
387
|
387
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
Profit and total comprehensive income
for the year
|
-
|
-
|
-
|
-
|
-
|
25
|
2,080
|
2,105
|
|
|
|
|
|
|
|
|
|
|
|
At
31 December 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued during the
year
|
207
|
4,544
|
-
|
-
|
-
|
-
|
-
|
4,751
|
|
Equity
settled share based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
435
|
435
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive income
|
|
|
|
|
|
|
|
|
|
Profit and
total comprehensive income for the year
|
-
|
-
|
-
|
-
|
-
|
(2)
|
3,389
|
3,387
|
|
|
|
|
|
|
|
|
|
|
|
At
31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December
2023
1
Brave
Bison
Brave Bison Group plc ("the
Company") was incorporated in England and Wales on 30 October 2013
under the Companies Act 2006 (registration number 08754680) and its
registered address is 2 Stephen Street, London, W1T 1AN. On
12 November 2013 the Company entered into share exchange agreements
to acquire 100% of the issued share capital of Brave Bison Limited,
a company incorporated in England and Wales on 16 May 2011 and
registered at the same address. On 12 November 2013 the Company was
admitted to the Alternative Investment Market (AIM) where its
ordinary shares are traded.
The consolidated financial
statements of the Group for the year ended 31 December 2023
comprise the Company and its subsidiaries (together referred to as
the "Group"). The Group's business activities, together with
the factors likely to affect its future development, performance
and position are set out in the CFO's Review on pages 6-7, and
Principal Risks and Uncertainties on page 9. In addition,
Note 26 to the financial statements includes the Group's
objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial
instruments and its exposure to credit risk and liquidity
risk.
2
Basis of
preparation
2.1. Going
Concern
The consolidated financial
statements have been prepared on a going concern basis, which
assumes that the Group will be able to meet its liabilities as they
fall due for the foreseeable future, and at least for 12 months
from the date of approval of the consolidated financial statements.
The Group is dependent for its working capital requirements on cash
generated from operations, and cash holdings. The cash holdings of
the Group at 31 December 2023 were £6.9 million (2022: £6.5
million). The Group made a profit before tax of £1.1 million for
the year ended 31 December 2023 (2022: £1.5 million), and generated
an increase in cash and cash equivalents in 2023 of £0.4 million
(2022: £0.6 million). The Group has net assets of £18.6
million (2022: £10.0 million).
The Directors have prepared detailed
cash flow projections for the period to 31 December 2024 and for
the following 6 month period to 30 June 2025 which are based on
their current expectations of trading prospects. The Group achieved
positive cashflow of £2.4 million in H2 2023, and the Board
forecasts that the Group will continue to achieve positive cash
inflows in 2024.
The Directors are confident that the
Group's cash flow projections are achievable, and are committed to
taking any actions available to them to ensure that any shortfall
in forecast revenue receipts is mitigated by cost
savings.
The Directors continue to maintain
rolling forecasts which are regularly updated.
The Directors remain confident that
the Group has sufficient cash resources for a period of at least
twelve months from the date of approval of these consolidated
financial statements and accordingly, the Directors have concluded
that it is appropriate to continue to adopt the going concern basis
in preparing these consolidated financial
statements.
Basis of consolidation
The consolidated financial
statements consolidate the financial statements of Brave Bison
Group plc and all its subsidiary undertakings up to 31 December
2023, with comparative information presented for the year ended 31
December 2022. No profit and loss account is presented for Brave
Bison Group plc as permitted by section 408 of the Companies Act
2006.
Subsidiaries are all entities over
which the Group has the power to control the financial and
operating policies and is exposed to or has rights over variable
returns from its involvements with the investee and has the power
to affect returns. Brave Bison Group plc obtains and
exercises control through more than half of the voting rights for
all its subsidiaries. All subsidiaries have a reporting date of 31
December and are consolidated from the acquisition date, which is
the date from which control passes to Brave Bison Group
plc.
Entities other than subsidiaries or
joint ventures, in which the Group has a participating interest and
over whose operating and financial policies the Group exercises
significant influence, are treated as associates. The results of
associate undertakings are consolidated under the equity method of
accounting. The Group applies uniform accounting policies and all
intra-group transactions, balances, income and expenses are
eliminated on consolidation.
Unrealised gains and losses on
transactions between Group companies are eliminated. Where
recognised losses on intra-group asset sales are reversed on
consolidation, the underlying asset is also tested for impairment
from a Group perspective.
Business
combinations are accounted for using the acquisition method. The
acquisition method involves the recognition at fair value of all
identifiable assets and liabilities, including contingent
liabilities of the subsidiary, at the acquisition date, regardless
of whether or not they were recorded in the financial statements of
the subsidiary prior to acquisition. On initial recognition, the
assets and liabilities of the subsidiary are included in the
consolidated statement of financial position at their fair values,
which are also used as the basis for subsequent measurement in
accordance with the Group accounting policies. Goodwill is stated
after separating out identifiable intangible assets. Goodwill
represents the excess of acquisition cost over the fair value of
the Group's share of the identifiable net assets of the acquired
subsidiary at the date of acquisition.
Profit or loss and
other comprehensive income of subsidiaries acquired or disposed of
during the year are recognised from the effective date of
acquisition, or up to the effective date of disposal, as
applicable.
2.2. Adoption of new and revised
standards
The Group has applied the following
amendments:
· IAS 1
and IFRS Practice Statement 2 - Disclosure of Accounting
Policies;
· IAS 8
- Definition of Accounting Estimates; and
· IAS 12
- Deferred Tax related to Assets and Liabilities arising from a
Single Transaction.
Other Standards and amendments that
are not yet effective and have not been adopted early by the
Company include:
· Amendments to IFRS 16 - Lease Liability in a Sale and
Leaseback;
· Amendments to IAS 1 - Classification of Liabilities as Current
or Non-current;
· Amendments to IAS 1 - Non-current Liabilities with Covenants.;
and
· Amendments to IAS 12 - International Tax Reform - Pillar Two
Model Rules.
The directors have assessed the
impact of standards above on the current and future periods and
concluded that they will not have a material impact on the
group.
3
Statement of
compliance
The financial statements have been
prepared in accordance with the accounting policies and
presentation required by UK adopted International Accounting
Standards, and International Financial Reporting Interpretations
Committee ("IFRIC") Interpretations as endorsed for use in the UK.
The financial statements have also been prepared under the
historical cost convention and in accordance with those parts of
the Companies Act 2006 that are relevant to companies that prepare
financial statements in accordance with UK adopted International
Accounting Standards.
4
Summary of
accounting policies
The Group's presentation and
functional currency is £ (Sterling). The financial statements are
presented in thousands of pounds (£000's) unless otherwise
stated.
4.1. Revenue
Revenue is measured at the fair
value of the consideration received or receivable and represents
amounts receivable for services provided in the normal course of
business, net of discounts and sales related taxes.
Revenue is recognised when the
amount of revenue can be measured reliably, it is probable that the
economic benefits associated with the transaction will flow to the
entity, the costs incurred or to be incurred can be measured
reliably, and when the criteria for each of the Group's different
activities has been met.
The determination of whether the
Group is acting as a principal or an agent in a transaction
involves judgement and is based on an
assessment of who controls a specified good or service before it is
transferred to a customer.
Significant contracts are reviewed for the indicators of
control. The Group is deemed to be acting as a principal in
all significant contracts.
Where the Group's contractual
performance obligations have been satisfied in advance of invoicing
the client then unbilled income is recognised on the Statement of
Financial Position. Where the Group's contractual performance
obligations have been satisfied less than amounts invoiced then a
contract liability is recognised.
The accounting policies specific to
the Group's key operating revenue categories are outlined
below:
Advertising revenue:
· Ad-funded YouTube channel management of third party content
owners' videos. Revenue is recognised at the point in time
when the performance obligation of delivering monetised views
occurs; and
· Monetisation of the Group's owned and operated brands and
videos via platforms such as Facebook and Snapchat. Revenue
is recognised at the point in time when the performance obligation
of delivering monetised views occurs.
Fee Based Service
revenue:
· Social
Media and Influencer services. Providing social media consultancy
and strategy services, and providing creative and influencer
management services. Revenue from providing these services is
recognised over the time that the performance obligations to
provide services are satisfied;
· License fee revenues for the Group's own content and third
parties' content are recognised at the point in time when the
performance obligation of delivering the content is
satisfied;
· Performance marketing services. Revenue from providing these
services is recognised over the time that the performance
obligations to provide services are satisfied; and
· Technology services. Revenue from providing these services is
recognised over the time that the performance obligations to
provide services are satisfied.
4.2. Interest and dividend
income
Interest income and expenses are
reported on an accrual basis using the effective interest method.
Dividend income, other than from investments in associates, is
recognised at the time the right to receive payment is
established.
4.3. Foreign currency
translation
Transactions in foreign currencies
are translated at the exchange rate ruling at the date of the
transaction. Monetary assets and liabilities in foreign currencies
are translated at the rates of exchange ruling at the balance sheet
date. Non-monetary items that are measured at historical cost in a
foreign currency are translated at the exchange rate at the date of
the transaction. Non-monetary items that are measured at fair value
in a foreign currency are translated using the exchange rates at
the date when the fair value was determined.
Any exchange differences arising on
the settlement of monetary items or on translating monetary items
at rates different from those at which they were initially recorded
are recognised in the profit or loss in the period in which they
arise.
The assets and liabilities in the
financial statements of foreign subsidiaries and related goodwill
are translated at the rate of exchange ruling at the balance sheet
date. Income and expenses are translated at the actual rate on the
date of transaction. The exchange differences arising from the
retranslation of the opening net investment in subsidiaries and on
income and expenses during the year are recognised in other
comprehensive income and taken to the "translation reserve" in
equity. On disposal of a foreign operation the cumulative
translation differences (including, if applicable, gains and losses
on related hedges) are transferred to the income statement as part
of the gain or loss on disposal.
4.4. Segment
reporting
IFRS 8 Operating Segments requires operating
segments to be identified on the same basis as is used internally
for the review of performance and allocation of resources by the
Group Chief Executive (chief operating decision maker -
CODM).
The Board has reviewed the Group and
all revenues are functional activities of a digital media and
marketing group, and these activities take place on an integrated
basis. The senior executive team review the financial
information on an integrated basis for the Group as a whole, but
view the business as having 2 key pillars, being the Media Network
and the Digital Advertising and Technology Services. The
Group will provide a split between these two pillars, as well as a
split by geographical location. Segmental information is
presented in accordance with IFRS 8 for all periods presented
within Note 6.
4.5. Leasing
For any new contracts entered into
on or after 1 January 2019, the Group considers whether a contract
is, or contains a lease. A lease is defined as 'a contract, or part
of a contract, that conveys the right to use an assed (the
underlying asset) for a period of time in exchange for
consideration'. To apply this definition the Group assesses whether
the contract meets three key evaluations which are
whether:
· The
contract contains an identified asset, which is either explicitly
identified in the contract or implicitly specified by being
identified at the time the asset is made available to the
Group;
· The
Group has the right to obtain substantially all of the economic
benefits from use of the identified asset throughout the period of
use, considering its rights within the defined scope of the
contract; and
· The
Group has the right to direct the use of the identified asset
throughout the period of use. The Group assess whether it has the
right to direct 'how and for what purpose' the asset is used
throughout the period of use.
At lease commencement date, the
Group recognises a right-of-use asset and a lease liability on the
balance sheet. The right-of-use asset is measured at cost, which is
made up of the initial measurement of the lease liability, any
initial direct costs incurred by the Group, an estimate of any
costs to dismantle and remove the asset at the end of the lease,
and any lease payments made in advance of the lease commencement
date (net of any incentives received).
The Group depreciates the
right-of-use assets on a straight-line basis from the lease
commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The Group also
assesses the right-of-use asset for impairment when such indicators
exist.
At the commencement date, the Group
measures the lease liability at the present value of the lease
payments unpaid at that date, discounted using the interest rate
implicit in the lease if that rate is readily available or the
Group's incremental borrowing rate.
Lease payments included in the
measurement of the lease liability are made up of fixed payments
(including in substance fixed), variable payments based on an index
or rate, amounts expected to be payable under a residual value
guarantee and payments arising from options reasonably certain to
be exercised.
Subsequent to initial measurement,
the liability will be reduced for payments made and increased for
interest. It is remeasured to reflect any reassessment or
modification, or if there are changes in in-substance fixed
payments.
When the lease liability is
remeasured, the corresponding adjustment is reflected in the
right-of-use asset, or profit and loss if the right-of-use is
already reduced to zero.
The Group has elected to account for
short-term leases and leases of low-value assets using the
practical expedients. Instead of recognising a right-of-use asset
and lease liability, the payments in relation to these are
recognised as an expense in the profit or loss on a straight-line
basis over the lease term.
On the statement of financial
position, right-of-use assets have been included in property, plant
and equipment and lease liabilities have been included in trade and
other payables.
4.6. Property, plant and
equipment
Property, plant and equipment are
stated at historical cost less accumulated depreciation and
impairment. Depreciation is calculated to write down the cost
less estimated residual value of all property, plant and equipment
by equal annual instalments over their expected useful lives less
estimated residual values, using the straight line method.
The rates generally applicable are:
· Fixtures & Fittings - 3 years or over remaining lease
term
· Computer Equipment - 3 years
The gain or loss arising on the
disposal or retirement of an item of property, plant and equipment
is determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in profit or
loss.
The assets' residual value and
useful lives are reviewed, and adjusted if required, at each
balance sheet date. The carrying amount of an asset is
written down immediately to its recoverable amount if the carrying
amount is greater than its estimated recoverable amount.
The Group depreciates the
right-of-use assets on a straight-line basis from the lease
commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The Group also
assesses the right-of-use asset for impairment when such indicators
exist.
4.7. Impairment of property, plant
and equipment
At each balance sheet date, the
Group reviews the carrying amounts of its property, plant and
equipment to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any). Where it
is not possible to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs. Recoverable amount
is the higher of fair value less costs of disposal and value in
use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset.
If the recoverable amount of an
asset (or cash-generating unit) is estimated to be less than its
carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised immediately in profit or
loss.
Where an impairment loss
subsequently reverses, the carrying amount of the asset (or
cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset (cash-generating
unit) in prior years. A reversal of an impairment loss is
recognised immediately in profit or loss.
Intangible assets
An intangible asset, which is an
identifiable non-monetary asset without physical substance, is
recognised to the extent that it is probable that the expected
future economic benefits attributable to the asset will flow to the
Group and that its cost can be measured reliably. The asset is
deemed to be identifiable when it is separable or when it arises
from contractual or other legal rights.
Intangible assets acquired as part
of a business combination, are shown at fair value at the date of
the acquisition less accumulated amortisation. Amortisation
is charged on a straight line basis to profit or loss. The
rates applicable, which represent the Directors' best estimate of
the useful economic life, are:
· Customer relationships - 5 to 10 years
· Online
channel content - 3 to 5 years
· Brands
- 3 to 5 years
· Technology - 1 to 5 years
Goodwill is not amortised but is
instead reviewed for impairment on an annual basis as outlined
below.
4.8. Impairment of intangible
assets
At each balance sheet date, the
Group reviews the carrying amounts of its intangible assets and
goodwill to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any). Where it
is not possible to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
Recoverable amount is the higher of
fair value less costs of disposal and value in use. In assessing
value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks
specific to the asset.
If the recoverable amount of an
asset is estimated to be less than its carrying amount, the
carrying amount of the asset is reduced to its recoverable amount.
An impairment loss is recognised immediately in profit or
loss.
4.9. Development
costs
Expenditure on the research phase of
an internal project is recognised as an expense in the period in
which it is incurred. Development costs incurred on specific
projects are capitalised when all the following conditions are
satisfied:
·
Completion of the asset is technically feasible so
that it will be available for use or sale;
·
The Group intends to complete the asset and use or
sell it;
·
The Group has the ability to use or sell the asset
and the asset will generate probable future economic benefits (over
and above cost);
·
There are adequate technical, financial and other
resources to complete the development and to use or sell the asset;
and
·
The expenditure attributable to the asset during
its development can be measured reliably.
Development costs not meeting the
criteria for capitalisation are expensed as incurred. The
cost of an internally generated asset comprises all directly
attributable costs necessary to create, produce and prepare the
asset to be capable of operating in the manner intended by
management. Directly attributable costs include employee
(other than Director) costs incurred along with third party
costs.
Judgement by the Directors is
applied when deciding whether the recognition requirements for
development costs have been met. Judgements are based on the
information available at the time when costs are incurred. In
addition, all internal activities related to the research and
development of new projects is continuously monitored by the
Directors.
4.10. Taxation
Tax expenses recognised in profit or
loss comprise the sum of the tax currently payable and deferred tax
not recognised in other comprehensive income or directly in
equity.
Current tax
The tax currently payable is based
on taxable profit for the year. Taxable profit differs from profit
as reported in the statement of comprehensive income because it
excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable
or deductible. The Group's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by
the balance sheet date.
Deferred tax
Deferred tax is recognised on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and are accounted for using the
liability method. Deferred tax liabilities are generally recognised
for all taxable temporary differences, and deferred tax assets are
generally recognised for all deductible temporary differences to
the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can
be recognised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets
and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit. Deferred tax liabilities are
recognised for taxable temporary differences associated with
investments in subsidiaries except where the Group is able to
control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable
future. Deferred tax assets arising from deductible temporary
differences associated with such investments are only recognised to
the extent that it is probable that there will be sufficient
taxable profits against which to recognise the benefits of the
temporary differences and they are expected to reverse in the
foreseeable future.
The carrying amount of deferred tax
assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profits will
be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates
that are expected to apply in the period in which the liability is
settled or the asset recognised based on tax rates (and tax laws)
that have been enacted or substantively enacted by the balance
sheet date. The measurement of deferred tax liabilities and assets
reflects the tax consequences that would follow from the manner in
which the Group expects, at the reporting date, to recover or
settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Group intends to settle its
current tax assets and liabilities on a net basis.
4.11. Financial
Instruments
Recognition and derecognition
Financial assets and financial
liabilities are recognised with the Group becomes a party to the
contractual provisions of the financial instrument. Financial
assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset
and substantially all the risks and rewards are transferred. A
financial liability is derecognised when it is extinguished,
discharged, cancelled or expires.
Loan and other receivables
The Group accounts for loan and
other receivables by recording the loss allowance as lifetime
expected credit losses. These are shortfalls in contractual cash
flows, considering the potential for default at any point during
the life of the financial instrument. The Group uses its historical
experience, external indicators and forward-looking information to
calculate expected credit losses.
Trade and other payables
Trade and other payables are
initially measured at fair value, and are subsequently measured at
amortised cost, using the effective interest method.
Contract assets and liabilities
The Group does not adjust the
promised amount of consideration for the effects of a significant
financing component if the entity expects, at contract inception,
that the period between when the entity transfers a promised good
or service to a customer and when the customer pays for that good
or service will be one year or less.
4.12. Equity, reserves and dividend
payments
Share capital
Share capital represents the nominal
value of shares that have been issued.
Share premium
Share premium includes any premiums
received on issue of share capital. Any transaction costs
associated with the issuing of shares are deducted from share
premium arising on those shares, net of any related income tax
benefits.
Retained deficits
Retained deficits include all
current and prior period retained profits or losses. It also
includes credits arising from share based payment
charges.
Translation reserve
Translation reserve represents the
differences arising from translation of investments in overseas
subsidiaries.
Merger reserve
The merger reserve is created when
group reconstruction accounting is applied. The difference between
the cost of investment and the nominal value of the share capital
acquired is recognised in a merger reserve.
Merger relief reserve
Where the following conditions are
met, any excess consideration received over the nominal value of
the shares issued is recognised in the merger relief
reserve:
· the
consideration for shares in another company includes issued shares;
and
· on
completion of the transaction, the company issuing the shares will
have secured at least a 90% equity holding in the other
company.
Capital redemption reserve
Where the Company purchases its own
equity share capital, on cancellation, the nominal value of the
shares cancelled is deducted from share capital and the amount is
transferred to the capital redemption reserve.
Dividend distributions payable to
equity shareholders are included in 'other liabilities' when the
dividends have been approved in a general meeting prior to the
reporting date.
4.13. Cash and cash
equivalents
Cash and cash equivalents include
cash in hand, deposits held at call with banks, together with other
short-term highly liquid investments that are readily convertible
into known amounts of cash having maturities of 3 months or less
from inception and which are subject to an insignificant risk of
change in value, and bank overdrafts.
4.14. Employee
benefits
The Group operates two schemes on
behalf of its employees, private healthcare and a defined
contribution pension plan and amounts due
are expensed as they fall due.
4.15. Share based
payments
Employees (including Directors) of
the Group received remuneration in the form of share-based payment
transactions, whereby employees render services in exchange for
rights over shares ('equity-settled transactions'). The Group
has applied the requirements of IFRS 2 Share-based payments to all grants of
equity instruments. The transactions have been treated as equity
settled.
The cost of equity settled
transactions with employees is measured by reference to the fair
value at the grant date of the equity instrument granted. The fair
value is determined by using the Black-Scholes method. The cost of
equity-settled transactions is recognised, together with a
corresponding charge to equity, over the period between the date of
grant and the end of a vesting period, where relevant employees
become fully entitled to the award. The total value of the options
has been pro-rated and allocated on a weighted average
basis.
4.16. Restructuring
Costs
Restructuring costs relate to
corporate re-organisation activities previously undertaken or
announced, as detailed in note 8.
4.17. Provisions
The Group has recognised a provision
for the costs to restore leased property to its original condition,
as required by the terms and conditions of the lease. This is
recognised when the obligation is incurred, either at the
commencement date or as a consequence of having used the underlying
asset during a particular period of the lease, at the directors'
best estimate of the expenditure that would be required to restore
the assets. Estimates are regularly reviewed and adjusted as
appropriate for new circumstances.
5
Critical
accounting judgements and key sources of estimation
uncertainty
The preparation of financial
statements under UK adopted International Accounting Standards
requires the Group to make estimates and assumptions that affect
the application of policies and reported amounts. Estimates and
judgements are continually evaluated and are based on historical
experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates. The estimates and
assumptions which have a risk of causing a material adjustment to
the carrying amount of assets and liabilities are discussed
below.
5.1. Critical accounting
judgements
Intangible assets and impairment
The Group recognises the intangible
assets acquired as part of business combinations at fair value at
the date of acquisition. The determination of these fair values is
determined by experts engaged by management and based upon
management's and the Directors' judgement and includes assumptions
on the timing and amount of future incremental cash flows generated
by the assets and selection of an appropriate discount rate.
Furthermore management must estimate the expected useful lives of
intangible assets and charge amortisation on these assets
accordingly.
Treatment of revenue as agent or principal
The determination of whether the
Group is acting as a principal or an agent in a transaction
involves judgment and is based on an
assessment of who controls a specified good or service before it is
transferred to a customer.
Significant contracts are reviewed for the indicators of control.
These include if the Group is primarily responsible for fulfilling
the promise to provide the good or service, if the Group has
inventory risk before the good or services has been transferred to
the customer and if the Group has discretion in establishing the
price for the good or service.
Deferred taxation
Deferred tax assets are recognised
in respect of tax loss carry forwards only to the extent that the
realisation of the related tax benefit through future taxable
profits is probable.
Best Response Media acquisition and purchase price
allocation
The purchase price allocation of the
Best Response Media acquisition was fully assessed in the year,
within the one year IFRS 3 measurement period from the date of
acquisition following an initial assessment in the previous year.
Acquired intangibles were identified and a full valuation exercise
carried out in relation to the Best Response Media trade name and
the customer relationships. The purchase price has been
reallocated accordingly.
Social Chain acquisition and purchase price
allocation
The purchase price allocation of the
Social Chain acquisition was fully assessed in the year, within the
one year IFRS 3 measurements period from the date of acquisition,
and acquired intangibles were identified and a full valuation
exercise carried out in relation to the Social Chain trade name and
the customer relationships.
5.2. Estimates
Share based payment charges
The Group is required to measure the
fair value of its share based payments. The fair value is
determined using the Black-Scholes method which requires
assumptions regarding exchange rate volatility, the risk free rate,
share price volatility and the expected life of the share based
payment. Exchange rate volatility is calculated using historic data
over the past three years. The volatility of the Group's
share price has been calculated as the average of similar listed
companies over the preceding periods. The risk-free rate range used
is between 0% and 3.5% and management, including the Directors,
have estimated the expected life of most share based payments to be
4 years.
Bad debt provision
Recoverability of some receivables
may be doubtful although not definitely irrecoverable. Where
management feel recoverability is in doubt an appropriate provision
is made for the possibility that the amounts may not be recovered
in full. Provisions are made using past experience however
subjectivity is involved when assessing the level of provision
required.
6
Segment
Reporting
Geographic reporting
The Group has identified three
geographic areas (United Kingdom & Europe, Asia Pacific and
Rest of the world) and the information is presented based on the
customers' location.
|
|
|
|
|
|
2023
|
2022
|
Revenue
|
|
£000's
|
£000's
|
United
Kingdom & Europe
|
|
31,558
|
28,493
|
Asia
Pacific
|
|
82
|
311
|
Rest of the
world
|
|
|
|
Total
revenue
|
|
|
|
|
|
|
|
The Group identifies two revenue
streams, advertising and fee based services, which correspond to
the Media Network and Digital Advertising and Technology Services
pillars respectively. The analysis of revenue by each stream is
detailed below, a detailed overview can be found in the Strategic
Report.
|
|
|
|
|
|
|
|
Revenue
|
|
2023
|
2022
|
|
|
£000's
|
£000's
|
Advertising
|
|
10,079
|
11,905
|
Fee based
services
|
|
25,625
|
19,747
|
Total
revenue
|
|
|
|
|
|
|
|
Gross
profit
|
|
2023
|
2022
|
|
|
£000's
|
£000's
|
Advertising
|
|
2,753
|
2,945
|
Fee based
services
|
|
18,149
|
14,003
|
Total gross
profit
|
|
|
|
|
|
|
|
|
|
|
|
Timing of revenue
recognition
|
|
|
|
|
|
|
|
The
following table includes revenue from contracts disaggregated by
the timing of recognition.
|
|
|
|
2023
|
2022
|
|
|
£000's
|
£000's
|
Products
and services transferred at a point in time
|
|
10,077
|
11,968
|
Products
and services transferred over time
|
|
|
|
Total
revenue
|
|
|
|
7
Operating Profit
and Profit before taxation
The operating profit and the profit
before taxation are stated after:
|
2023
|
2022
|
|
|
|
|
£000's
|
£000's
|
Auditor's
remuneration:
|
|
|
- Audit services
|
143
|
178
|
- Audit related
services
|
4
|
10
|
- Tax compliance
|
-
|
49
|
Depreciation: property, plant and equipment
|
694
|
382
|
Impairment
of intangible assets
|
26
|
456
|
Amortisation of intangible assets
|
388
|
215
|
Foreign
exchange loss
|
35
|
23
|
8
Restructuring
costs
|
2023
|
2022
|
|
£000's
|
£000's
|
Restructuring costs
|
|
|
Restructuring costs in 2022 relate
to corporate reorganisation activities as a result of the
acquisition of Greenlight, and costs associated with setting up a
Bulgarian subsidiary and transferring employees into this
entity.
Restructuring costs in 2023 relate
to corporate reorganisation activities as a result of the
acquisition of Social Chain.
9
Finance income
and costs
|
2023
|
2022
|
|
|
|
Bank
interest
|
|
|
|
|
|
|
2023
|
2022
|
|
£000's
|
£000's
|
Interest
expense for leasing arrangements
|
57
|
71
|
Interest on
bank loans
|
|
|
|
|
|
10
Income tax
credit
Major
components of tax credit:
|
|
|
|
2023
|
2022
|
|
£000's
|
£000's
|
Current
tax:
|
|
|
UK
corporation tax at 23.52% (2022: 19.00%)
|
(49)
|
(36)
|
Overseas
tax
|
3
|
1
|
Prior year
adjustment
|
|
|
Total
current tax
|
|
|
Deferred
Tax:
Originations and reversal of temporary differences (Note
16)
|
(2,243)
|
(148)
|
Adjustments
to tax charge in respect of previous periods - deferred
tax
|
11
|
78
|
Effect of
tax rate change on opening balances
|
|
|
Tax credit on profit/loss on
ordinary activities
|
|
|
UK corporation tax is calculated at
23.52% (2022: 19.00%) of the estimated assessable loss for the
year. Taxation for other jurisdictions is calculated at the rates
prevailing in those jurisdictions.
The credit for the year can be
reconciled to the loss per the income statement as
follows:
Reconciliation of effective tax
rate:
|
|
|
|
2023
|
2022
|
|
|
|
|
£000's
|
£000's
|
Profit on
ordinary activities before tax
|
|
|
|
|
|
|
|
|
Income tax
using the Company's domestic tax rate 23.52% (2022:
19.00%)
|
261
|
277
|
Effect
of:
|
|
|
Property,
plant and equipment differences
|
(1)
|
(3)
|
Intangible
asset differences
|
-
|
(154)
|
Expenses
not deductible for tax purposes
|
342
|
185
|
Other
permanent differences
|
(3)
|
(11)
|
Adjustments
to tax charge in respect of previous periods - current
tax
|
(50)
|
(522)
|
Adjustments
to tax charge in respect of previous periods - deferred
tax
|
11
|
78
|
Remeasurement of deferred tax for changes in tax
rates
|
37
|
3
|
Deferred
tax liabilities recognised
|
(80)
|
-
|
Movement in
deferred tax not recognised
|
(2,790)
|
-
|
Difference
in tax rates
|
(6)
|
(3)
|
Unutilised
tax losses carried forward
|
-
|
(474)
|
Total tax
credit for the year
|
|
|
11
Earnings per
share
Both the basic and diluted earnings
per share have been calculated using the profit after tax
attributable to shareholders of Brave Bison Group plc as the
numerator, i.e. no adjustments to profits were necessary in 2022 or
2023. The calculation of the basic earnings per share is based on
the profit attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the
year.
|
2023
|
2022
|
|
|
|
Weighted
average number of ordinary shares
|
1,268,816,088
|
1,080,816,000
|
Dilution
due to share options
|
|
|
Total
weighted average number of ordinary shares
|
|
|
|
|
|
Basic
earnings per ordinary share (pence)
|
|
|
Diluted
earnings per ordinary share (pence)
|
|
|
Adjusted
basic operating earnings per ordinary share (pence)
|
|
|
Adjusted
diluted operating earnings per ordinary share (pence)
|
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
£000's
|
£000's
|
Profit for
the year attributable to ordinary shareholders
|
3,389
|
2,080
|
|
|
|
Equity
settled share based payments
|
435
|
387
|
Restructuring costs
|
832
|
62
|
Acquisition
costs
|
847
|
56
|
Impairment
charge
|
26
|
456
|
Amortisation of acquired intangibles
|
388
|
215
|
Tax
credit
|
(2,279)
|
(624)
|
|
|
|
Adjusted
Profit before tax for the year attributable to the equity
shareholders
|
|
|
12
Directors and
employees
The average number of persons
(including Directors) employed by the Group during the year
was:
|
|
|
|
2023
|
2022
|
|
Number
|
Number
|
Sales,
production and operations
|
209
|
137
|
Support
services and senior executives
|
|
|
|
|
|
The aggregate cost of these
employees was:
|
|
|
|
2023
|
2022
|
|
£000's
|
£000's
|
|
|
|
Wages and
salaries
|
12,403
|
5,610
|
Payroll
taxes
|
957
|
718
|
Pension
contributions
|
569
|
333
|
|
|
|
Directors emoluments paid during the
period and included in the above figures were:
|
|
|
|
2023
|
2022
|
|
£000's
|
£000's
|
Emoluments
|
|
|
|
|
|
The highest paid Director received
emoluments totalling £0.2 million (2022: £0.2 million). The
amount of share based payments charge (see Note 24) which relates
to the Directors was £0.3 million. (2022: £0.3 million charge). The
key management of the Group are the executive members of Brave
Bison Group plc's Board of Directors. Key management personnel
remuneration includes the following expenses:
|
2023
|
2022
|
|
£000's
|
£000's
|
Salaries
including bonuses
|
424
|
391
|
Social
security costs
|
|
|
Total
Emoluments
|
|
|
13
Intangible
assets
|
Goodwill
|
Online Channel Content
|
Technology
|
Brands
|
Customer Relation-ships
|
Total
|
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
Cost
|
|
|
|
|
|
|
At 1 January 2022
|
41,230
|
2,034
|
5,213
|
273
|
19,332
|
68,082
|
Additions
|
239
|
-
|
-
|
-
|
-
|
239
|
Reallocation of Goodwill
|
|
|
|
|
|
|
At 31 December 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
5,211
|
-
|
-
|
364
|
1,201
|
6,776
|
Reallocation of Goodwill
|
|
|
|
|
|
|
At 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation and impairment
|
|
|
|
|
|
At 1 January 2022
|
35,075
|
1,924
|
5,213
|
273
|
19,332
|
61,817
|
Charge for the year
|
-
|
34
|
-
|
-
|
181
|
215
|
Impairment charge
|
|
|
|
|
|
|
At 31 December 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year
|
-
|
33
|
-
|
67
|
288
|
388
|
Impairment charge
|
|
|
|
|
|
|
At 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Book Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
During the year the Group acquired
Social Chain. Within the one year IFRS 3 measurement period from
the date of acquisition, the Group carried out a full fair value
adjustment exercise. Amounts have been allocated to goodwill, brand
name and customer relationships. An amount has also been allocated
to deferred tax liabilities. There was an overall increase of
intangible assets related to the Social Chain acquisition of £6.8
million.
During the year, within the one year
IFRS 3 measurement period from the date of acquisition, the Group
carried out a full fair value adjustment exercise in relation to
the acquisition of Best Response Media on 28 April 2022. As a
result intangible assets have been identified in relation to the
Best Response trade name and the customer relationships, and
amounts allocated to goodwill at the interim valuation have been
reallocated to these intangible assets. An amount has also been
reallocated to deferred tax liabilities resulting in an overall
increase of intangible assets related to the Best Response
acquisition of £0.03 million.
Goodwill is not amortised, but
tested annually for impairment with the recoverable amount being
determined from value in use calculations.
The recoverable amount of the
intangible assets has been determined based on value in use. Value
in use has been determined based on future cash flows after
considering current economic conditions and trends, estimated
future operating results, growth rates and anticipated future
economic conditions.
As at 31 December 2023, the
intangible assets were assessed for impairment. The Best Response
Media trade name was fully impaired as it is no longer in use
following a re-branding during the year. The impairment
charge was £0.03 million (2022: £0.5 million). The brand name
acquired as part of the Social Chain acquisition is being amortised
over 5 years and the customer relationships are being amortised
over 10 years.
The estimated cash flows for a
period of 5 years were developed using internal forecasts, and a
pre-tax discount rate of 10%. The cash flows beyond 5 years have
been extrapolated assuming nil growth rates. The key assumptions
are based on growth of existing and new customers and forecasts,
which are determined through a combination of management's views,
market estimates and forecasts and other sector
information.
14
Property, plant
and equipment
|
Right of Use asset
|
Leasehold Improvements
|
Computer Equipment
|
Fixtures &
Fittings
|
Total
|
|
|
|
|
|
|
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
Cost
|
|
|
|
|
|
At 1
January 2022
|
1,754
|
11
|
972
|
220
|
2,957
|
Additions
|
-
|
-
|
54
|
27
|
81
|
Acquisition
of subsidiary
|
-
|
-
|
1
|
-
|
1
|
Disposals
|
(1,035)
|
-
|
(904)
|
(220)
|
(2,159)
|
At 31
December 2022
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
1,618
|
76
|
76
|
4
|
1,774
|
Acquisition
of subsidiary
|
301
|
268
|
189
|
-
|
758
|
Disposals
|
|
|
|
|
|
At 31
December 2023
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
impairment
|
|
|
|
|
|
At 1
January 2022
|
1,145
|
2
|
918
|
220
|
2,285
|
Charge for
the year
|
333
|
6
|
41
|
2
|
382
|
Disposals
|
(1,035)
|
-
|
(904)
|
(220)
|
(2,159)
|
At 31
December 2022
|
|
|
|
|
|
|
|
|
|
|
|
Charge for
the year
|
517
|
53
|
115
|
9
|
694
|
Disposals
|
(719)
|
(3)
|
(2)
|
-
|
(724)
|
At 31
December 2023
|
|
|
|
|
|
|
|
|
|
|
|
Net Book
Value
|
|
|
|
|
|
At 31
December 2021
|
|
|
|
|
|
|
|
|
|
|
|
At 31
December 2022
|
|
|
|
|
|
|
|
|
|
|
|
At 31
December 2023
|
|
|
|
|
|
15
Impairment
charge
|
2023
|
2022
|
|
£000's
|
£000's
|
|
|
|
Impairment
of intangible assets
|
26
|
456
|
Total
impairment charge
|
|
|
During the year the Group assessed
the value in use of the Best Response Media brand names. As a
result of the rebranding of Best Response Media to Brave Bison
Commerce, the value in use of the brands was assessed to be
zero.
16
Deferred taxation
assets and liabilities
Deferred tax recognised:
|
2023
|
2022
|
|
£000's
|
£000's
|
Deferred
tax
|
|
|
Deferred
tax asset
|
2,183
|
48
|
Deferred
tax liability
|
(674)
|
(283)
|
|
|
|
Unutilised tax losses carried
forward at 31 December 2023 were £48.8 million (2022: £49.9
million). During the current period, based on a consideration of
recent performance and future forecasts, the group have assessed
that it is probable that future taxable profit will be available
against which a portion of unused tax losses can be utilised and
have therefore recognised a deferred tax asset of £2.2m in respect
of unused tax losses.
Reconciliation of movement in deferred tax
|
|
Deferred tax on intangible
assets
|
|
|
£000's
|
|
|
|
As at December
2021
|
|
135
|
|
|
|
Recognised
in the income statement
|
|
67
|
Balance
arising as a result of the PPA exercise in relation to
Greenlight
|
|
|
As at 31 December
2022
|
|
(235)
|
|
|
|
Recognised
in the income statement
|
|
2,232
|
Balance
arising as a result of the PPA exercise in relation to Best
Response Media
|
|
(29)
|
Balance
arising as a result of the Social Chain acquisition
|
|
(69)
|
Balance
arising as a result of the PPA exercise in relation to Social
Chain
|
|
|
As at 31 December
2023
|
|
|
This deferred tax asset relates to
short term timing differences and has therefore been
recognised.
17
Trade and other
receivables
|
2023
|
2022
|
|
£000's
|
£000's
|
Trade
receivables
|
4,549
|
5,613
|
Less
allowance for credit losses
|
|
|
Net trade
receivables
|
4,188
|
5,026
|
Unbilled
income
|
1,311
|
1,737
|
Other
receivables
|
1,024
|
663
|
|
|
|
The contractual value of trade
receivables is £4.5 million (2022: £5.6 million). Their carrying
value is assessed to be £4.2 million (2022: £5.0 million) after
assessing recoverability. The contractual value and the carrying
value of other receivables are considered to be the same. The
Group's management considers that all financial assets that are not
impaired or past due are of good credit quality.
The ageing analysis of these trade
receivables showing fully performing and past due but not impaired
is as follows:
|
2023
|
2022
|
|
£000's
|
£000's
|
Not
overdue
|
2,687
|
3,357
|
Not more
than three months
|
1,617
|
817
|
More than
three months but not more than six months
|
67
|
93
|
More than
six months but not more than one year
|
56
|
34
|
More than
one year
|
(239)
|
725
|
|
|
|
The movement in provision for
impairment of trade receivables can be reconciled as
follows:
|
2023
|
2022
|
|
£000's
|
£000's
|
Opening
provision
|
(587)
|
(559)
|
Provisions
from acquisition of Best Response Media
|
-
|
(70)
|
Provisions
from acquisition of Social Chain
|
(57)
|
-
|
Receivables
provided for during period
|
(210)
|
(359)
|
Reversal of
previous provisions
|
493
|
401
|
|
|
|
Provisions are created and released
on a specific customer level on a monthly basis when management
assesses for possible impairment. At each half year and year end,
management will assess for further impairment based upon expected
credit loss over and above the specific impairments noted
throughout the year.
Having considered the Group's exposure to bad debts and the
probability of default by customers, no expected credit losses have
been recognised in accordance with IFRS 9 (2022: £nil).
The other classes within trade and other receivables do not contain
impaired assets.
18
Trade and other
payables
|
2023
|
2022
|
|
£000's
|
£000's
|
|
|
|
Trade
payables
|
2,227
|
1,366
|
Other
taxation and social security
|
1,296
|
945
|
Contract
liabilities
|
1,356
|
1,873
|
Accruals
and deferred income
|
3,981
|
5,126
|
|
|
|
All amounts are short term and the
Directors consider that the carrying value of trade and other
payables are considered to be a reasonable approximation of fair
value.
The average credit period taken for
trade purchases was 55 days (2022: 34 days).
Contract liabilities are utilised
upon satisfaction of the associated contract performance
obligations. The 2023 contract liability of £1.4 million is
expected to be utilised in the next reporting periods upon
satisfaction of the associated performance obligation. The 2022
contract liability of £1.9 million was recognised within revenue
during 2023 upon satisfaction of the associated performance
obligation.
19
Lease
Liabilities
Lease liabilities are presented in
the statement of financial position as follows:
|
2023
|
2022
|
|
£000's
|
£000's
|
|
|
|
Current
|
212
|
393
|
Non-current
|
|
|
|
|
|
The Group acquired four office
leases with the acquisition of Social Chain which expire in June
2024. The Group also entered into a new office lease which expires
in November 2029. An existing office lease expired in November
2023. With the exception of short-term leases and leases of
low-value underlying assets, each lease is reflected on the
statement of financial position as a right-of-use asset and a
corresponding lease liability.
The table below describes the nature
of the Group's leasing activities by type of right-of-use asset
recognised in the statement of financial position:
|
No. of right-of-use assets
leased
|
Range of remaining term
|
Average remaining lease
term
|
No. of leases with extension
options
|
No. of leases with termination
options
|
Office
building
|
5
|
0.5 - 6 years
|
1.6 years
|
-
|
-
|
The lease liabilities are secured by
the related underlying assets. Future minimum lease payments at 31
December 2023 were as follows:
|
|
Within one year
|
One to six years
|
Total
|
|
|
£000's
|
£000's
|
£000's
|
Lease
payments
|
|
355
|
1,878
|
2,233
|
Finance
charges
|
|
|
|
|
Net present
values
|
|
|
|
|
The Group has elected not to
recognise a lease liability for short term leases (leases with an
expected term of 12 months or less). Payments made under such
leases are expensed on a straight-line basis.
At 31 December 2023 the Group had
not committed to any leases which had not yet commenced excluding
those recognised as a lease liability.
Further information in relation to
the right-of-use assets can be found in note 14.
20
Bank
loans
|
2023
|
2022
|
|
£000's
|
£000's
|
|
|
|
Loan <1
year
|
10
|
109
|
Loan >1
year
|
|
|
|
|
|
The Group has a Bounce Back Loan
Agreement which is due to be fully repaid in 2026. The repayment
amount and timing of each instalment is based on a fixed interest
rate of 2.5% payable on the outstanding principal amount of the
loan and applicable until the final repayment date. This loan
is unsecured. At the start of the period the Group had a
Coronavirus Business Interruption Loan ("CBIL") which was acquired
as part of the Greenlight acquisition. During the period, the
Group repaid the CBIL in full. The Group continues to have a £3m
revolving credit facility (RCF) with Barclays Bank plc. The RCF is
a 3 year facility with an interest margin of 2.75% over Base Rate.
The RCF was partially drawn (£1.5 million) at the time of the
Social Chain acquisition but was repaid in full before the end of
the period. The Group also has a U.S. Small Business Administration
loan which was acquired as part of the Social Chain acquisition
which is due to be fully repaid in 2050. The repayment amount and
timing of each instalment was based on a fixed interest rate of
3.75% per annum payable on the outstanding principal amount of the
loan and applicable until the final repayment
date.
21
Provisions for
liabilities
|
2023
|
2022
|
|
£000's
|
£000's
|
|
|
|
Dilapidations provision
|
397
|
285
|
Other
provisions
|
|
|
|
|
|
|
|
Provisions
|
|
|
£000's
|
As at 31 December
2022
|
|
285
|
Release of
dilapidation provision in relation to The Varnish Works
|
|
(285)
|
Dilapidation provision from Social Chain
acquisition
|
|
397
|
Other
provisions from Social Chain acquisition
|
|
|
As at 31 December
2023
|
|
|
The dilapidations provision
represents management's best estimate of the Group's liability
relating to the restoration of the leased property to its original
condition at the end of the lease.
22
Share
capital
|
Ordinary share
capital
|
At 31 December 2023
|
At 31 December 2022
|
|
|
Number
|
£000's
|
Number
|
£000's
|
Ordinary
shares of £0.001
|
1,288,147,280
|
1,288
|
1,080,816,000
|
1,081
|
|
|
|
|
|
|
|
Total ordinary share capital
of the Company
|
|
|
|
|
|
|
|
|
|
|
| |
Rights attributable to ordinary shares
The holders of ordinary shares are
entitled to receive notice of and attend and vote at any general
meeting of the Company.
A reconciliation of the movement in
share capital during the year is detailed in Note 23.
23
Reconciliation of
share capital
|
Ordinary
|
Ordinary Share
|
Share
Premium
|
|
Shares
|
Capital
|
|
|
Number
|
£000's
|
£000's
|
|
£0.0000001
|
|
|
|
|
|
|
At 31
December 2022
|
1,080,816,000
|
1,081
|
84,551
|
Shares issued in the
period
|
|
|
|
Vendor
placing
|
206,521,740
|
206
|
4,544
|
Share
options exercised
|
809,540
|
1
|
-
|
At 31
December 2023
|
|
|
|
24
Share
options
During 2023 Brave Bison Limited
granted 37,500,000 RSUs (2022: 9,050,000). The options vest
annually over a 3 year period to senior employees in the business.
The exercise price of the RSUs were between 1.85 - 2.43
pence..
The options were valued using the
Black-Scholes valuation model, using the following
assumptions.
|
2023
|
2022
|
Expected
option life
|
4 years
|
4 years
|
Expected
volatility
|
50%
|
50%
|
Weighted
average volatility
|
50%
|
50%
|
Risk-free
interest rate
|
0 - 3.5%
|
0 - 1.25%
|
Expected
dividend yield
|
0%
|
0%
|
|
|
|
Within the assumptions above, a 50%
share price volatility has been used, the assumption is based on
the average volatility of similar listed companies over the
preceding periods and reviewed against the actual volatility of the
Group during the year.
The charge included within the
financial statements for share options for the year to 31 December
2023 is £0.1 million (2022: £0.1 million). There is a further
charge within share based payments which relates to an LTIP and is
detailed in the Directors Remuneration Report. The charge for
the year to 31 December 2023 is £0.3 million (2022: £0.3
million).
Details of the options issued under
the approved scheme are as follows:
|
Number
|
Weighted average exercise price
|
For the year ended 31
December 2022
|
|
|
Outstanding
at the beginning of the year
|
58,830,840
|
0.85p
|
Granted
during the year
|
9,050,000
|
1.75p
|
Exercised
during the year
|
-
|
-
|
Cancelled
during the year
|
(4,511,715)
|
(1.06p)
|
Outstanding
at the end of the year
|
|
0.96p
|
Exercisable
at the end of the year
|
19,874,140
|
1.04p
|
|
Number
|
Weighted average exercise price
|
For the year ended 31
December 2023
|
|
|
Outstanding
at the beginning of the year
|
63,369,125
|
0.96p
|
Granted
during the year
|
37,500,000
|
2.2p
|
Exercised
during the year
|
(809,541)
|
(0.01p)
|
Cancelled
during the year
|
(2,250,000)
|
(1.61p)
|
Outstanding
at the end of the year
|
|
1.43p
|
Exercisable
at the end of the year
|
34,659,615
|
1.05p
|
Share options expire after 10 years,
the options above expiring between August 2024 and December
2032.
25
Undertakings
included in the consolidated financial statements
The consolidated financial
statements include:
|
Class of
share held
|
Country of
incorporation
|
Proportion
held
|
Nature of business
|
Direct
subsidiary
|
|
|
|
|
Brave Bison
2021 Limited
|
Ordinary
|
UK
|
100%
|
Non-trading
|
|
|
|
|
|
Indirect
subsidiaries
|
|
|
|
|
Base 79
Limited
|
Ordinary
|
UK
|
100%
|
Non-trading
|
Base 79
Iberia SL
|
Ordinary
|
Spain
|
100%
|
Non-trading
|
Best
Response Media Limited
|
Ordinary
|
UK
|
100%
|
Commerce agency
|
Brave Bison
Asia Pacific Pte
|
Ordinary
|
Singapore
|
100%
|
Non-trading
|
Brave Bison
Bulgaria EOOD
|
Ordinary
|
Bulgaria
|
100%
|
Web development
|
Brave Bison
Limited
|
Ordinary
|
UK
|
100%
|
Online video distribution
|
Greenlight
Commerce Limited
|
Ordinary
|
UK
|
100%
|
Commerce agency
|
Greenlight
Digital Limited
|
Ordinary
|
UK
|
100%
|
Performance marketing
|
Rightster
India LLP
|
Ordinary
|
India
|
100%
|
Non-trading
|
Social
Chain Limited
|
Ordinary
|
UK
|
100%
|
Social media agency
|
Social
Chain USA Inc.
|
Ordinary
|
USA
|
100%
|
Social media agency
|
Viral
Management Limited
|
Ordinary
|
UK
|
100%
|
Non-trading
|
All subsidiaries are exempt from an
audit with the exception of Brave Bison Limited and Brave Bison
Asia Pacific Pte. Ltd. Greenlight Digital Limited, Greenlight
Commerce Limited and Social Chain Limited are taking the s479A
exemption from audit.
26
Financial
Instruments
Categories
of financial instruments
|
As at 31
December
2023
|
As at 31
December
2022
|
|
£000's
|
£000's
|
Financial assets at amortised
cost
|
|
|
Trade and
other receivables
|
5,850
|
6,167
|
Cash and
bank balances
|
|
|
|
|
|
|
|
|
Financial liabilities at
amortised cost
|
|
|
Trade and
other payables
|
8,755
|
8,067
|
Lease
liabilities
|
1,699
|
393
|
Bank
Loans
|
|
|
|
|
|
Financial risk management
The Group's financial instruments
comprise cash and liquid resources and various items, such as trade
receivables and trade payables that arise directly from its
operations. The main purpose of these financial instruments is to
raise finance for the Group's operations. The principal financial
risks faced by the Group are liquidity, foreign currency and credit
risks. The policies and strategies for managing these risks
are summarised as follows:
Foreign currency risk
Transactional foreign currency
exposures arise from both the export of services from the UK to
overseas clients, and from the import of services directly sourced
from overseas suppliers. The Group is primarily exposed to foreign
exchange in relation to movements in sterling against the US
Dollar, the Euro and the Singapore Dollar.
The Group does not use derivatives
to hedge translation exposures. All gains and losses are
recognised in profit or loss on translation at the reporting
date. The Group's current exposures in respect of
currency risk are as follows:
|
|
|
|
|
|
|
|
|
|
Sterling
|
US Dollar
|
Singapore Dollar
|
Euro
|
Other
|
Total
|
|
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
|
|
|
|
|
|
|
|
Financial
assets
|
|
11,106
|
888
|
19
|
600
|
40
|
12,653
|
Financial
liabilities
|
|
(6,948)
|
(1,595)
|
(59)
|
(52)
|
(100)
|
(8,755)
|
Total
exposure at
31 December
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
assets
|
|
10,426
|
1,863
|
47
|
363
|
71
|
12,770
|
Financial
liabilities
|
|
(8,433)
|
(1,882)
|
(52)
|
(157)
|
(83)
|
(10,607)
|
Total
exposure at
31 December
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sensitivity analysis
The table below illustrates the
estimated impact on profit or loss as a result of market movements
in the US Dollar, Singapore Dollar, Euro and Sterling exchange
rate.
|
10%
|
10%
|
10%
|
10%
|
10%
|
10%
|
Impact on loss and
equity
|
Increase US Dollars
|
Decrease US Dollars
|
Increase Singapore
Dollars
|
Decrease Singapore
Dollars
|
Increase Euro
|
Decrease Euro
|
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
|
|
|
|
|
|
|
For the
year to 31 December 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
year to 31 December 2023
|
|
|
|
|
|
|
Credit risk
The Group's principal financial
assets are cash and cash equivalents and trade and other
receivables. The Group has no significant concentration of
credit risk and manages this by running quarterly credit checks and
setting appropriate credit limits. The maximum exposure to
credit risk is that shown within the balance sheet.
Management has assessed the exposure to credit risk and has
provided against any items which is considered to be high
risk.
Liquidity/funding risk
The Group's funding strategy is to
ensure a mix of funding sources offering flexibility and cost
effectiveness to match the requirements of the Group.
Interest rate risk
The Group holds the majority of its
cash and cash equivalents in corporate current accounts and
interest bearing money market accounts. These accounts offer a
competitive interest rate with the advantage of quick access to the
funds. The Group is in a net cash positive position and management
consider there to be a low level of risk.
Capital policy
The Group's objectives when managing
capital are to safeguard the Group's ability to continue as a going
concern in order to provide returns for shareholders and benefits
for other stakeholders and to maintain a capital structure that
optimises the cost of capital.
The Group manages its capital to
ensure that entities in the Group will be able to continue as a
going concern while maximising the return to stakeholders through
the optimisation of the debt and equity balance. The capital
structure of the Group consists of cash and cash equivalents as
disclosed in the statement of financial position and equity
attributable to equity holders of the parent, comprising issued
capital, reserves and retained earnings as disclosed in the
consolidated statement of changes in equity.
Debt is defined as long and
short-term borrowings (excluding derivatives). Equity includes all
capital and reserves of the Group that are managed as
capital.
Financial instruments measured at fair value
Financial assets and financial
liabilities measured at fair value in the statement of financial
position are grouped into three levels of fair value hierarchy.
This grouping is determined based on the lowest level of
significant inputs used in fair value measurement, as
follows:
· level
1 - quoted prices (unadjusted) in active markets for identical
assets or liabilities;
· level
2 - inputs other than quoted prices included within level 1 that
are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
· level
3 - inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
The Group categorises all financial
assets and liabilities as level 1.
Maturity analysis
Set out below is a maturity analysis
for non-derivative financial liabilities. The amounts disclosed are
based on contractual undiscounted cash flows. The table includes
both interest and principal cash flows. The Group had no derivative
financial liabilities at either reporting date.
|
Total
|
Less than
1 Year
|
1-3
Years
|
3-5
Years
|
|
£000's
|
£000's
|
£000's
|
£000's
|
|
|
|
|
|
As at 31 December
2022
|
|
|
|
|
Trade and
other payables
|
8,068
|
8,068
|
-
|
-
|
Leases
liabilities
|
393
|
393
|
-
|
-
|
|
|
|
|
|
As at 31 December
2023
|
|
|
|
|
Trade and
other payables
|
7,229
|
7,229
|
-
|
-
|
Lease
liabilities
|
1,699
|
212
|
1,222
|
265
|
|
|
|
|
|
27
Transactions with
Directors and other related parties
Oliver Green and Theodore Green are
directors and shareholders in Tangent Marketing Services Limited
and directors of The Printed Group Limited.
Tangent Marketing Services and The
Printed Group both rent office space from Brave Bison at its London
headquarters.
Tangent Marketing Services pays
Brave Bison a salary recharge for certain employees in the HR, IT
and facilities departments.
The Printed Group is a client of
Brave Bison, whereby Brave Bison provides search engine
optimisation services to The Printed Group.
All related party transactions are
undertaken on an arms-length basis and are approved beforehand by
the Group's independent directors. A copy of the Group's related
party policy is available at bravebison.com/investors.
Transactions with associates and
related parties during the year were:
|
2023
|
2022
|
|
£000's
|
£000's
|
Amounts charged to Tangent
Marketing Services Limited by Brave Bison
|
|
|
Recharge
for HR related salary
|
33
|
36
|
Recharge
for IT related salary
|
33
|
33
|
Recharge
for facilities staff salary
|
17
|
13
|
Charge for
property related costs
|
76
|
107
|
Charge for
client related work
|
19
|
43
|
Charge for
IT related costs
|
10
|
-
|
Recharge of
other staff costs
|
|
|
|
|
|
|
|
|
|
2023
|
2022
|
|
£000's
|
£000's
|
Amounts charged to Brave
Bison by Tangent Marketing Services Limited
|
|
|
|
|
|
Recharge
for IT related salary
|
-
|
3
|
Charge for
client related work
|
|
|
|
|
|
|
|
|
|
2023
|
2022
|
|
£000's
|
£000's
|
Amounts charged to Printed
Group Limited by Brave Bison
|
|
|
|
|
|
Recharge
for property related costs
|
39
|
50
|
Charge for
client related work
|
|
|
|
|
|
|
|
|
|
At 31
December
|
At 31
December
|
|
2023
|
2022
|
|
£000's
|
£000's
|
Amounts
owed to Tangent Marketing Services Limited
|
-
|
17
|
Amounts
owed by Tangent Marketing Services Limited
|
21
|
68
|
Amounts
owed by Printed Group Limited
|
22
|
20
|
28
Reconciliation of
liabilities arising from financing activities
|
Lease Liabilities
|
Bank loans > 1 year
|
Bank loans < 1 year
|
Total
|
|
|
|
|
|
|
£000's
|
£000's
|
£000's
|
£000's
|
|
|
|
|
|
At 31
December 2022
|
393
|
199
|
109
|
701
|
Cashflows
|
1,306
|
(56)
|
(99)
|
1,151
|
At 31
December 2023
|
|
|
|
|
|
|
|
|
|
29
Acquisitions
On 3 February 2023, the Group
acquired the entire issued share capital of Social Chain Limited.
The initial cash consideration for the Acquisition consisted of a
payment of £4.77 million. This was partially funded by way of an
oversubscribed vendor placing to raise £4.75 million.
Social Chain is one of the UK's
leading social media and influencer marketing agencies. It was
founded in 2014 by Dragon's Den entrepreneur Steven Bartlett and
works with global brands such as Amazon, TikTok, and KFC to create
social media advertising campaigns and perform influencer marketing
services. Social Chain has offices in Manchester, New York and
London.
The fair value of the assets
acquired and liabilities were as follows:
|
Book value
|
Fair value adjustments
|
Fair value
|
|
|
|
|
|
|
|
|
|
£000's
|
£000's
|
£000's
|
Goodwill
|
5,211
|
-
|
5,211
|
Brand
name
|
364
|
-
|
364
|
Customer
relationships
|
1,201
|
-
|
1,201
|
Tangible
Assets
|
756
|
-
|
756
|
Trade and
other receivables
|
1,350
|
-
|
1,350
|
Cash and
cash equivalents
|
(27)
|
-
|
(27)
|
Current
liabilities
|
(3,161)
|
-
|
(3,161)
|
Non-current
liabilities
|
(479)
|
-
|
(479
|
Deferred
tax
|
|
|
|
|
|
|
|
The consideration for the
acquisition is as follows:
|
£000's
|
|
|
Initial
cash consideration
|
4,767
|
Completion
accounts adjustment
|
|
|
|
The Statement of Comprehensive
Income includes £0.8 million of acquisition costs.
The fair value of the financial
assets includes trade and other receivables with a fair value of
£1.4 million and a gross contractual value of £1.4 million. The
best estimate at acquisition date of the contractual cash flows not
to be collected is £Nil. The goodwill represents the acquired
accumulated workforce and the synergies expected from integrating
Social Chain into the Group's existing business. The Group
has carried out a full fair value adjustment exercise within the
one year measurement period from the date of the acquisition in
accordance with IFRS3
Social Chain contributed £8.2
million revenue and added a £0.6 million loss to the Group's profit
for the period between the date of acquisition and the reporting
date.
During the year, the Group carried
out a full fair value adjustment exercise in relation to the
acquisition of Best Response Media Limited on 28 April 2022. As a
result intangible assets have been identified in relation to the
Best Response trade name and the customer relationships, and
amounts allocated to goodwill at the interim valuation have been
reallocated to these intangible assets.
The revised fair value of the assets
acquired and liabilities assumed was as follows:
|
Interim valuation
|
Fair value adjustments
|
Fair value
|
|
|
|
|
|
|
|
|
|
£000's
|
£000's
|
£000's
|
Goodwill
|
239
|
(124)
|
115
|
Brands
|
-
|
26
|
26
|
Customer
relationships
|
-
|
127
|
127
|
Tangible
Assets
|
1
|
-
|
1
|
Trade and
other receivables
|
237
|
-
|
237
|
Cash and
cash equivalents
|
840
|
-
|
840
|
Current
Liabilities
|
(143)
|
-
|
(143)
|
Deferred
tax
|
|
|
|
|
|
|
|
30
Post balance
sheet events
There are no significant
post-balance sheet events.