Final Results

Brave Bison Group PLC

22 April 2024

 

The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

22 April 2024

Brave Bison Group plc

("Brave Bison" or the "Company", together with its subsidiaries "the Group")

Annual Results

23% growth in Net Revenue y-o-y

42% growth in Adj. EBITDA y-o-y

2024 trading to date ahead of prior year

Brave Bison, the digital advertising and technology services company, today announces its audited results for the year ended 31 December 2023 ("FY23").

Summary

Brave Bison is pleased to report another year of healthy growth in revenues, profitability and cash, with results marginally ahead of market expectations.

Oliver Green, Executive Chairman, commented:

"2023 was another strong year for Brave Bison. We are pleased to report an increase in net revenue, adjusted EBITDA and adjusted EPS for the third consecutive year.

The acquisition of SocialChain has transformed our proposition to advertisers looking to connect with younger and more niche audiences on emerging platforms. We are now working with a roster of blue-chip global brands across the business and are able to connect the dots for clients across the holy trinity of media, technology and content.

2024 trading to date has been ahead of last year and the Board remains confident of meeting market expectations* for FY24"

* Market expectations for FY24 are to deliver net revenue of £21.0m and Adj. EBITDA of £4.2m. Net cash is expected to be in excess of £9m at year end

FY23 Financial Highlights

	FY23	FY22	Change
Turnover / Billings (1)	£35.7m	£31.7m	+13%
Net Revenue / Gross Profit	£20.9m	£16.9m	+23%
Adj. EBITDA (2)	£4.3m	£3.0m	+42%
Adj. Profit Before Tax (3)	£3.6m	£2.6m	+38%
Adj. Basic EPS (4)	0.29p	0.24p	+18%
Acquisition Costs	(£0.8m)	(£0.1m)
Restructuring Costs	(£0.8m)	(£0.1m)
Share Based Payments	(£0.4m)	(£0.4m)
Impairment & Amortisation of Acquired Intangibles	(£0.4m)	(£0.7m)
Profit Before Tax	£1.1m	£1.5m	(24%)
Basic EPS	0.27p	0.19p	42%
Net Cash	£6.8m	£6.2m	+10%

NB: Small apparent errors due to rounding

(1)   Turnover / Billings includes pass-through costs such as media spend and revenue share from platforms and partner channels.

(2)   Adj. EBITDA is defined as earnings before interest, taxation, depreciation and amortisation, and after adding back acquisition costs, restructuring costs and share-based payments. Under IFRS16 most of the costs associated with property leases are classified as depreciation and interest, therefore Adj. EBITDA is stated before deducting these costs.

(3)   Adj. Profit Before Tax is stated after adding back acquisition costs, restructuring costs, impairments, amortisation of acquired intangibles and share-based payments, and is after the deduction of costs associated with property leases.

(4)   Adj. Profit Before Tax divided by the weighted average number of ordinary shares in issue at year end

·      Net Revenue / Gross Profit of £20.9m (FY22: £16.9m), growth of 23% year-on-year, marginally ahead of market expectations

·      Adj. EBITDA of £4.3m (FY22: £3.0m), growth of 42% year-on-year, and Adj. Profit Before Tax of £3.6m (FY22: £2.6m), growth of 38% year-on-year

·      Statutory Profit Before Tax of £1.1m (FY22: £1.5m). The decrease in statutory profit is the result of the acquisition, and subsequent restructuring, of SocialChain in H1 FY23, and therefore identified as exceptional. Recognised during the period were Acquisition Costs of £0.8m (FY22: £0.1m) relating to professional fees and fundraising fees, and Restructuring Costs of £0.8m (FY22: £0.1m) relating to staff termination costs, duplicate property cost and duplicate IT costs

·      Adj. Basic EPS of 0.29p (FY22: 0.24p), growth of 18% year-on-year. Statutory Basic EPS of 0.27p (FY22: 0.19p), growth of 39% year-on-year due to £2.3m positive tax credit (FY22: £0.6m)

·      Net cash of £6.8m, an increase of £2.5m from 30 June 2023 (H1 23: £4.3m) and an increase of £0.6m year-on-year (FY22: £6.2m), with one acquisition made in the period. Revolving credit facility of £3.0m remains undrawn, providing further liquidity if required

·      Third consecutive year of growth in Net Revenue / Gross Profit, Adj. EBITDA and Adj. Basic EPS. Net Revenue / Gross Profit has quintupled since 2020 and Adj. Basic EPS has increased 56% since 2021

	FY20	FY21	FY22	FY23
Net Revenue / Gross Profit	£4.0m	£7.8m	£16.9m	£20.9m
YoY Growth	n/a	+95%	+117%	+23%
Adj. EBITDA	£0.1m	£1.8m	£3.0m	£4.3m
YoY Growth	n/a	+1,700%	+67%	+42%
Adj. PBT	(£0.5 m)	£1.4m	£2.6m	£3.6m
YoY Growth	n/a	n/a	+86%	+38%
Adj. Basic EPS	(0.08p)	0.18p	0.24p	0.29p
YoY Growth	n/a	n/a	+32%	+18%
Net Cash	£2.7m	£4.7m	£6.2m	£6.8m
YoY Growth	n/a	+74%	+32%	+10%

FY23 Strategic Highlights

·      SocialChain, a leading social media advertising and influencer marketing agency, was acquired during the period and integrated into the Brave Bison operating platform. The business has been rebranded and relaunched, with a raft of client wins in the second half of the year including LinkedIn, Holland & Barrett, John Lewis Partnership and The Army

·      Oversubscribed fundraising in February 2023 to raise £4.8m enabled the acquisition of SocialChain, improved our investment case and brought new institutional shareholders to Brave Bison

·      Record levels of new business during the year with new clients including Fiskars, Winparts, Markel Group, ProCook, Molson Coors, Purina and Monday.com

·      Further growth in SocialMinds, a podcast and events series for social media marketeers run by SocialChain. SocialMinds generates approximately 7,000 monthly downloads and recent guests include leaders from Booking.com, Pinterest, Reddit and Formula 1

·      Launch of Scribe, an artificial intelligence tool that leverages GPT-3 to produce brand-safe content to improve search engine optimisation and human reduce copywriting hours

·      Successful rollout of company-wide professional services automation tool to control resourcing and drive margin, and appointment of a new COO in further pursuit of Operational Excellence

·      Total headcount of 251 (FY22: 162), growing in-line with revenue and taking full advantage of distributed hiring and hybrid working

Outlook

·      Trading in 2024 to date has been encouraging and is ahead of the prior year. The Board is confident in meeting full year market expectations

·      In particular, SocialChain has performed well following significant client wins in Q4 FY23 / Q1 FY24

For further information please contact: 

Brave Bison Group plc 

Oliver Green, Executive Chairman                                                                       via Cavendish

Theo Green, Chief Growth Officer 

Philippa Norridge, Chief Financial Officer 

Cavendish Capital Markets Limited                                                      Tel: [phone]

Nominated Adviser & Broker 

Ben Jeynes / Dan Hodkinson - Corporate Finance

Michael Johnson / Tim Redfern - Sales and ECM

About Brave Bison 

Brave Bison (AIM: BBSN) is a digital advertising and technology services company, headquartered in London with a globally distributed workforce in over ten countries. The Company provides services to global brand advertisers through four business units. 

Brave Bison Performance is a paid and organic media practice. It plans and buys digital media on platforms like Google, Meta, TikTok, Amazon and YouTube, as well as providing search engine optimisation and digital PR services. Customers include New Balance, Curry's and Asus.  

SocialChain is a social media advertising practice. It creates content for social media platforms, and works with influencers to create and distribute content. This creative approach ensures that content is more native to the platform it is on, leading to higher engagements from its audience. Customers include Holland & Barrett, The Army and General Mills.  

Brave Bison Commerce is a digital commerce practice. It builds complex ecommerce platforms to support digital commerce operations. We are specialist consultants in composable system architecture, the most advanced technology available for enterprise customers. Customers include Furniture Village, Fiskars and Winparts.  

Brave Bison Media Network is a portfolio of channels across YouTube, Facebook, Snapchat, TikTok and Instagram. These channels generate over 1 billion monthly views, and the advertising inventory from each channel is sold through online advertising exchanges. Popular channels include The Hook, PGA Tour, US Open and Link Up TV. 

Chairman's Review

Brave Bison is a digital advertising and technology services company purpose built for the digital era. We operate from trend to spend for our customers and through the marketing funnel, helping our clients to capitalise on the complexity that now defines the modern marketing landscape.

We charge our customers fees for products and services that include building their brands on social media, driving ecommerce transactions with personalised digital advertising campaigns, consulting on digital customer experience and building websites and apps to deliver seamless user experience and maximise revenue. We also own and operate a number of sports and entertainment channels on platforms such as YouTube, Facebook, Instagram and Snap. This network of channels generates revenue through advertising and acts as a marker to clients for our strength in growing digital audiences, and our native understanding of this new social and digital era.

Unlike the legacy advertising networks, our business is fully integrated which means that clients get access to all of our capabilities from within a single, unitary structure. The collaboration and connectivity across our business allows our clients to access specialist expertise across a range of disciplines and lets us connect the dots to solve marketing problems using the holy trinity of media, content and technology.

Inside Brave Bison there are four specialist business practices that are supported by functions for finance, IT, HR, marketing and operations. Our four business practices work both independently and together to build custom digital media and technology solutions for our clients to help them stay ahead of their competition and thrive in an online world.

Brave Bison Performance is our paid and organic media practice. Here we plan and buy digital media on platforms like Google, Meta, TikTok, Amazon and YouTube as well as provide search engine optimisation and digital PR services. Customers include New Balance, Asus and Curry's.

Brave Bison Commerce is our digital commerce practice. Customers engage us to build complex digital ecommerce platforms and support digital commerce operations. We are specialist consultants in composable system architecture, the most advanced technology available for enterprise clients. Customers include Furniture Village, Fiskars and Winparts.

SocialChain is our social media advertising and influencer marketing practice. Here we advise clients on how to navigate the various social platforms, create original social-first content and manage influencers and creators to create and distribute native content. Customers include KFC, Holland & Barrett and The Army.

Brave Bison Media Network is a portfolio of sports and entertainment channels that run across YouTube, Facebook, Snap, TikTok and Instagram. These channels generate over 1bn monthly views, and the advertising inventory from each channel is sold through online advertising exchanges. Popular channels include The Hook, PGA Tour, US Open and Link Up TV.

Year in Review

2023 was another strong year for Brave Bison. During the period, net revenue / gross profit grew by 23% to £20.9m, adjusted profit before tax increased by 38% to £3.6m and we delivered 18% growth in adjusted earnings per share to 0.29p. Our balance sheet was healthy at year end with net cash of £6.8m, an increase of £0.6m, and an undrawn credit facility of £3.0m.

During the year, the company made its fourth acquisition since myself, Theo and Philippa joined as executives in 2020. In February 2023, after an oversubscribed fundraising, we acquired SocialChain
- an industry-defining social media and influencer marketing business that was founded by entrepreneur and Dragon's Den star Steven Bartlett. As with all previous acquisitions, we set about integrating the business into the Brave Bison operating platform. SocialChain was merged with our existing Social & Influencer operations, and the integration involved an overhaul of the SocialChain brand proposition and website as well as its systems and processes for managing resource, delivery and margin.

The restructuring and repositioning of SocialChain saw quick product-market-fit and we won a number of new clients in the second half of the year including Holland & Barrett, Warner Bros., Monday.com, Molson Coors, The Army, Pinterest, LinkedIn, Purina, Aer Lingus and John Lewis Partnership.

Through SocialChain, Brave Bison is well positioned to capitalise on global advertisers' increased appetite to invest in social media. More and more of our clients strive to connect with younger and more niche audiences that do not use the more intent-led digital channels such as Google / Facebook and are instead much more active on creator and community-led platforms such as TikTok, Reddit and Discord.

Brave Bison Performance was able to deliver strong results in the year. The practice was relatively insulated from the global economic uncertainty, and we believe this is a result of our focus on using personalised campaigns to drive direct results for clients, usually culminating with an online transaction and therefore revenue for our client. This direct response advertising delivers a high return on media spend and can be directly attributed to our work. New client wins during the period include Markel Group and ProCook.

Similarly, our Commerce practice was able to show value for our customers despite challenging end markets. Enterprise retailers take a long-term view when investing into their digital infrastructure and
this has remained a key focus since Covid-19. We have established ourselves as expert consultants and partners in composable ecommerce architecture, the most modern method of systems design that is favoured by senior technology leaders. New client wins during the period include Fiskars and Winparts.

The Brave Bison Media Network was more exposed to the poor market for advertising rates, but nonetheless delivered good results on the softer KPIs such as views and subscriber growth. These operational wins resulted in renewed and/or extended contracts for 12-24 months with our biggest channel partners, including PGA Tour, US Open, Alofoke Radio and Le Mans. We are a leading channel partner for sports rights holders and entertainment companies on YouTube, and we have confidence in our market position as advertising rates begin to increase back to normal levels.

Brave Bison prides itself on quality of delivery for clients, as well as its hybrid-first approach to work, resourcing and hiring. This means that Operational Excellence is a key priority for Brave Bison at an executive and Board level. As part of our strategy to consistently strengthen our operational backbone and ensure we maintain a platform that can integrate with future acquisitions, we invested in our operations by way of people, process and technology during the year. We rolled out a new professional services automation platform that allows us to manage resource, make hiring decisions and ultimately drive margin improvement as we scale revenue and services in new markets. Alongside this new tool, Clarity, we bolstered our operations team and hired a Chief Operating Officer.

To complement our investments in Operational Excellence, we also invested in our sales and marketing efforts with the hiring of a new Chief Marketing Officer, as well as the creation of a Chief Business Officer role. These investments began to show momentum in the final quarter of the year as we organised a 100-person event for social media marketeers in Manchester at our Social Minds conference, rolled out a new Brave Bison proposition and moved into a new London HQ. These investments give us the team and platform to drive further organic and inorganic growth over the coming years all whilst benefiting from the operational leverage that now exists inside the business.

Outlook

Although there remains a level of uncertainty across the global economic and political backdrop, we have confidence in the underlying strength of our business model and our unique approach to connecting the dots across the holy trinity of marketing: media, content and technology. Our platform is one that is primed for further growth and the Board and I look forward to updating shareholders as we make progress in 2024 and beyond.

Oli Green
Executive Chairman
19 April 2024

CFO's Review

2023 was an exciting year for Brave Bison despite some macro-economic headwinds. We completed the acquisition of SocialChain in February 2023, which helped drive an increase in turnover of 13% to £35.7 million (2022: £31.7 million).

Net revenue / gross profit increased by 23% to £20.9 million (2022: £16.9 million) and adjusted profit before tax, a measure of underlying profitability, increased by 38% to £3.6 million (2022: £2.6 million).

Principal Activities

Brave Bison has two business models.
Firstly, the provision of digital advertising and technology services to global blue-chip companies. Services provided include social media advertising, influencer marketing, paid media services, search engine optimisation services, ecommerce software integration, ecommerce system design and others. Customers include New Balance, Currys, Holland & Barrett, and Asus. This operation is referred to as "fee based services" in the Group segmental reporting. Within this operation there are three business units, Brave Bison Commerce, Brave Bison Performance, and SocialChain by Brave Bison.

Secondly, Brave Bison owns and operates a network of social and digital media channels. These channels principally exist on platforms such as YouTube, Snap, Facebook, TikTok and Instagram. Brave Bison publishes content on these channels which attract views and serve advertising which can be bought programmatically through digital advertising platforms. This operation is referred to as "advertising" in the Group segmental reporting, and consists of the Brave Bison Media Network business unit.

The fee based services revenue stream showed good growth during the year. Turnover increased by 30% to £25.6 million (2022: £19.7 million) and the gross profit increased by 30% to £18.1 million (2022: £14.0 million).  During the year SocialChain was acquired and successfully integrated into our platform. While this required some restructuring during the year, as SocialChain was loss making at the point of acquisition, this was largely completed in the first half, and it has given us a strong offering in this fast growing segment of the market.

The advertising revenue stream generated turnover of £10.1 million (2022: £11.9 million) and approximately 1.4 billion average monthly views (2022: 1.3 billion). Revenue decreased despite increased views due to lower-than-normal advertising rates as a result of macro-economic factors.  The revenue decrease year-on-year largely relates to channels that are operated by Brave Bison on a revenue share basis, therefore the underlying gross profit remained broadly flat at £2.8 million (2022: £2.9 million). Our gross profit from YouTube, which is our core platform, increased by 8%, helped by record breaking numbers during both the Australian Open and US Open events. Snap revenues however declined as the platform was opened up to increased numbers of shows.

Margins and Operations

Brave Bison tracks adjusted profit margin (adjusted profit before tax as a percentage of gross profit) as a key performance indicator to measure the Company's financial performance.

The adjusted profit margin for the period was 17.4% (2022: 15.5%), an increase YoY despite the lower profit margins present in SocialChain prior to the restructuring exercise being completed.

Exceptional Costs and Adjustments

During the year Brave Bison incurred restructuring costs of £0.8 million (2022: £0.1 million), relating to the integration and restructuring of SocialChain, and acquisition costs of £0.8 million (2022: £0.1 million) relating to the costs associated with the fundraising for and acquisition of SocialChain

Amortisation of acquired intangibles relates to the amortisation of customer relationships acquired as part of the Greenlight, Best Response Media and SocialChain acquisitions and the amortisation of the brand name acquired as part of the SocialChain acquisition.

Equity settled share-based payments relate to the value of share awards that have been granted to employees of the Company. £0.3 million of this amount relates to the directors' LTIP, which can only be redeemed in accordance with the terms outlined in the Directors' Remuneration Report.

	2023	2022
	£000's	£000's
Adjusted EBITDA	4,277	3,020
Finance costs	(143)	(86)
Finance income	198	80
Depreciation	(694)	(382)
Adjusted Profit before tax	3,638	2,632
Restructuring costs	(832)	(62)
Acquisition costs	(847)	(56)
Impairment charge	(26)	(456)
Amortisation of acquired intangibles	(388)	(215)
Equity settled share based payments *	(435)	(387)
Profit before tax	1,110	1,456

Adjusted EBITDA is a non-IFRS measure that the Group uses to measure its performance and is defined as earnings before interest, taxation, depreciation and amortisation and after add back of costs related to restructuring, acquisitions and share based payments.  It should be noted that a portion of the property costs in both 2023 and 2022 fall into the finance costs and depreciation lines as a result of the introduction of IFRS 16 'Leases'.

As a result, the Group also uses adjusted profit before tax as a measure of performance, which is stated after add back of costs related to restructuring, acquisitions, share based payments, impairments and amortisation of acquired intangibles, but which is after the deduction of costs associated with property leases. Adjusted earnings per share is defined as adjusted profit before tax divided by the weighted average number of shares in issue during the year.

The statutory profit before tax for the year remained healthy at over £1.1m (2022: £1.5m), a reduction of 24% on the previous year primarily because of the acquisition costs and restructuring costs associated with the acquisition of SocialChain discussed above.

Financial Position
Brave Bison ended the period with cash resources of £6.9 million (2022: £6.5 million) and net cash after deducting outstanding bank loans of £6.8 million (2022: £6.2 million).

Brave Bison also has an undrawn revolving credit facility with Barclays bank for a total of £3 million.

The Group had cash inflow of £0.4 million during the period (2022: £0.6 million inflow) and expects to maintain positive cashflow throughout 2024. The decrease in cash inflow is largely due to the acquisition of SocialChain during the year and repayment of some of the liabilities acquired as part of that acquisition.

The Group is carrying intangible assets of £12.7 million (2022: £6.3 million). The Group capitalised goodwill of £5.3 million (2022: £0.2 million) on the purchase of SocialChain (2022: Best Response Media).

The Group does not capitalise any wages.

Key Performance Indicators

	2023	2022
	£000's	£000's
Revenue	35,704	31,652
Gross Profit	20,902	16,948
Adjusted EBITDA	4,277	3,020
Adjusted Profit Before Tax	3,638	2,632
Adjusted Earnings per ordinary share (pence)	0.29	0.24
Profit before tax	1,110	1,456
Gross Cash	6,920	6,485
Net Cash	6,767	6,177

The movements in these key performance indicators are discussed above, and in the Chairman's review.

Philippa Norridge
Chief Financial Officer
19 April 2023

CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
		31	31
	Note	December  2023	December  2022
		£000's	£000's
Revenue	6	35,704	31,652
Cost of sales		(14,802)	(14,704)
Gross profit		20,902	16,948
Administration expenses		(19,847)	(15,486)
Operating profit	7	1,055	1,462
Finance income	9	198	80
Finance costs	9	(143)	(86)
Profit before tax	7	1,110	1,456
Analysed as
Adjusted EBITDA		4,277	3,020
Finance costs	9	(143)	(86)
Finance income	9	198	80
Depreciation	14	(694)	(382)
Adjusted profit before tax		3,638	2,632
Restructuring costs	8	(832)	(62)
Acquisition costs	29	(847)	(56)
Impairment charge	15	(26)	(456)
Amortisation of acquired intangibles	13	(388)	(215)
Equity settled share based payments	24	(435)	(387)
Profit before tax		1,110	1,456
Income tax credit	10	2,279	624
Profit attributable to equity holders of the parent		3,389	2,080
Statement of Comprehensive Income
Profit for the year		3,389	2,080
Items that may be reclassified subsequently to profit or loss
Exchange (loss)/gain on translation of foreign subsidiaries		(2)	25
Total comprehensive profit for the year attributable to owners of the parent		3,387	2,105
Profit per share (basic and diluted)
Basic profit per ordinary share (pence)	11	0.27p	0.19p
Diluted profit per ordinary share (pence)	11	0.25p	0.18p

All transactions arise from continuing operations.          

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		At 31	At 31
		December	December
	Note	2023	2022
		£000's	£000's
Non-current assets
Intangible assets	13	12,661	6,270
Property, plant and equipment	14	2,210	372
Deferred tax asset	16	2,183	48
		17,054	6,690
Current assets
Trade and other receivables	17	6,523	7,426
Cash and cash equivalents		6,920	6,485
		13,443	13,911
Current liabilities
Trade and other payables	18	(8,860)	(9,310)
Bank Loans <1 year	20	(10)	(109)
Lease Liabilities	19	(212)	(393)
		(9,082)	(9,812)
Non-current liabilities
Lease Liabilities	19	(1,487)	-
Deferred tax liability	16	(674)	(283)
Bank loans >1 year	20	(143)	(199)
Provisions	21	(516)	(285)
		(2,820)	(767)
Net Assets		18,595	10,022
Equity
Share capital	22	1,288	1,081
Share premium	23	89,095	84,551
Capital redemption reserve		6,660	6,660
Merger reserve		(24,060)	(24,060)
Merger relief reserve		62,624	62,624
Retained deficit		(117,178)	(121,001)
Translation reserve		165	167
Total equity		18,595	10,022

The financial statements on pages 34 to 68 were authorised for issue by the Board of Directors on 22 April 2024 and were signed on its behalf by

Philippa Norridge

Chief Financial Officer

CONSOLIDATED STATEMENT OF CASHFLOWS
		2023	2022
		£000's	£000's
Operating activities
Profit before tax		1,110	1,456
Adjustments:
Depreciation, amortisation and impairment		1,108	1,053
Finance income		(198)	(80)
Finance costs		143	86
Share based payment charges		435	387
(Increase)/decrease in trade and other receivables		2,252	(553)
Decrease in trade and other payables		(3,076)	(721)
Tax received		49	84
Cash inflow from operating activities		1,823	1,712
Investing activities
Acquisition of subsidiaries		(4,756)	(1,174)
Net cash acquired on acquisition		(27)	840
Purchase of property plant and equipment		(156)	(81)
Interest received		198	80
Cash (outflow) from investing activities		(4,741)	(335)
Cash flows from financing activities
Issue of share capital		4,750	-
Interest paid		(143)	(86)
Repayment of borrowings		(634)	(108)
Repayment of lease liability		(619)	(629)
Cash inflow/(outflow) from financing activities		3,355	(823)
Net increase in cash and cash equivalents		437	554
Movement in net cash
Cash and cash equivalents, beginning of year		6,485	5,906
Increase in cash and cash equivalents		437	554
Movement in foreign exchange		(2)	25
Cash and cash equivalents, end of year		6,920	6,485

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
	Share Capital	Share premium	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	-	-	-	-	-	-	387	387
Other comprehensive income
Profit and total comprehensive income for the year	-	-	-	-	-	25	2,080	2,105
At 31 December 2022	1,081	84,551	6,660	(24,060)	62,624	167	(121,001)	10,022
Shares issued during the year	207	4,544	-	-	-	-	-	4,751
Equity settled share based payments	-	-	-	-	-	-	435	435
Transactions with owners	207	4,544	-	-	-	-	435	5,186
Other Comprehensive income
Profit and total comprehensive income for the year	-	-	-	-	-	(2)	3,389	3,387
At 31 December 2023	1,288	89,095	6,660	(24,060)	62,624	165	(117,178)	18,595

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2023

1          Brave Bison

Brave Bison Group plc ("the Company") was incorporated in England and Wales on 30 October 2013 under the Companies Act 2006 (registration number 08754680) and its registered address is 2 Stephen Street, London, W1T 1AN.  On 12 November 2013 the Company entered into share exchange agreements to acquire 100% of the issued share capital of Brave Bison Limited, a company incorporated in England and Wales on 16 May 2011 and registered at the same address. On 12 November 2013 the Company was admitted to the Alternative Investment Market (AIM) where its ordinary shares are traded.

The consolidated financial statements of the Group for the year ended 31 December 2023 comprise the Company and its subsidiaries (together referred to as the "Group").  The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the CFO's Review on pages 6-7, and Principal Risks and Uncertainties on page 9.  In addition, Note 26 to the financial statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit risk and liquidity risk.

2          Basis of preparation

2.1.      Going Concern

The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities as they fall due for the foreseeable future, and at least for 12 months from the date of approval of the consolidated financial statements. The Group is dependent for its working capital requirements on cash generated from operations, and cash holdings. The cash holdings of the Group at 31 December 2023 were £6.9 million (2022: £6.5 million). The Group made a profit before tax of £1.1 million for the year ended 31 December 2023 (2022: £1.5 million), and generated an increase in cash and cash equivalents in 2023 of £0.4 million (2022: £0.6 million).  The Group has net assets of £18.6 million (2022: £10.0 million). 

The Directors have prepared detailed cash flow projections for the period to 31 December 2024 and for the following 6 month period to 30 June 2025 which are based on their current expectations of trading prospects. The Group achieved positive cashflow of £2.4 million in H2 2023, and the Board forecasts that the Group will continue to achieve positive cash inflows in 2024.

The Directors are confident that the Group's cash flow projections are achievable, and are committed to taking any actions available to them to ensure that any shortfall in forecast revenue receipts is mitigated by cost savings.

The Directors continue to maintain rolling forecasts which are regularly updated. 

The Directors remain confident that the Group has sufficient cash resources for a period of at least twelve months from the date of approval of these consolidated financial statements and accordingly, the Directors have concluded that it is appropriate to continue to adopt the going concern basis in preparing these consolidated financial statements. 

Basis of consolidation

The consolidated financial statements consolidate the financial statements of Brave Bison Group plc and all its subsidiary undertakings up to 31 December 2023, with comparative information presented for the year ended 31 December 2022. No profit and loss account is presented for Brave Bison Group plc as permitted by section 408 of the Companies Act 2006.

Subsidiaries are all entities over which the Group has the power to control the financial and operating policies and is exposed to or has rights over variable returns from its involvements with the investee and has the power to affect returns.  Brave Bison Group plc obtains and exercises control through more than half of the voting rights for all its subsidiaries. All subsidiaries have a reporting date of 31 December and are consolidated from the acquisition date, which is the date from which control passes to Brave Bison Group plc.

Entities other than subsidiaries or joint ventures, in which the Group has a participating interest and over whose operating and financial policies the Group exercises significant influence, are treated as associates. The results of associate undertakings are consolidated under the equity method of accounting. The Group applies uniform accounting policies and all intra-group transactions, balances, income and expenses are eliminated on consolidation.

Unrealised gains and losses on transactions between Group companies are eliminated. Where recognised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective.

Business combinations are accounted for using the acquisition method. The acquisition method involves the recognition at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated statement of financial position at their fair values, which are also used as the basis for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated after separating out identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the Group's share of the identifiable net assets of the acquired subsidiary at the date of acquisition.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.

2.2.      Adoption of new and revised standards

The Group has applied the following amendments:

·      IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies;

·      IAS 8 - Definition of Accounting Estimates; and

·      IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction.

Other Standards and amendments that are not yet effective and have not been adopted early by the Company include:

·      Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback;

·      Amendments to IAS 1 - Classification of Liabilities as Current or Non-current;

·      Amendments to IAS 1 - Non-current Liabilities with Covenants.; and

·      Amendments to IAS 12 - International Tax Reform - Pillar Two Model Rules.

The directors have assessed the impact of standards above on the current and future periods and concluded that they will not have a material impact on the group.

3          Statement of compliance

The financial statements have been prepared in accordance with the accounting policies and presentation required by UK adopted International Accounting Standards, and International Financial Reporting Interpretations Committee ("IFRIC") Interpretations as endorsed for use in the UK. The financial statements have also been prepared under the historical cost convention and in accordance with those parts of the Companies Act 2006 that are relevant to companies that prepare financial statements in accordance with UK adopted International Accounting Standards.

4          Summary of accounting policies

The Group's presentation and functional currency is £ (Sterling). The financial statements are presented in thousands of pounds (£000's) unless otherwise stated.

4.1.      Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts and sales related taxes.

Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity, the costs incurred or to be incurred can be measured reliably, and when the criteria for each of the Group's different activities has been met.

The determination of whether the Group is acting as a principal or an agent in a transaction involves judgement and is based on an assessment of who controls a specified good or service before it is transferred to a customer.  Significant contracts are reviewed for the indicators of control.  The Group is deemed to be acting as a principal in all significant contracts.

Where the Group's contractual performance obligations have been satisfied in advance of invoicing the client then unbilled income is recognised on the Statement of Financial Position.  Where the Group's contractual performance obligations have been satisfied less than amounts invoiced then a contract liability is recognised.

The accounting policies specific to the Group's key operating revenue categories are outlined below:

Advertising revenue:

·      Ad-funded YouTube channel management of third party content owners' videos.  Revenue is recognised at the point in time when the performance obligation of delivering monetised views occurs; and

·      Monetisation of the Group's owned and operated brands and videos via platforms such as Facebook and Snapchat.  Revenue is recognised at the point in time when the performance obligation of delivering monetised views occurs.

Fee Based Service revenue:

·      Social Media and Influencer services. Providing social media consultancy and strategy services, and providing creative and influencer management services.  Revenue from providing these services is recognised over the time that the performance obligations to provide services are satisfied;

·      License fee revenues for the Group's own content and third parties' content are recognised at the point in time when the performance obligation of delivering the content is satisfied;

·      Performance marketing services. Revenue from providing these services is recognised over the time that the performance obligations to provide services are satisfied; and

·      Technology services. Revenue from providing these services is recognised over the time that the performance obligations to provide services are satisfied.

4.2.      Interest and dividend income

Interest income and expenses are reported on an accrual basis using the effective interest method. Dividend income, other than from investments in associates, is recognised at the time the right to receive payment is established.

4.3.      Foreign currency translation

Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were initially recorded are recognised in the profit or loss in the period in which they arise.

The assets and liabilities in the financial statements of foreign subsidiaries and related goodwill are translated at the rate of exchange ruling at the balance sheet date. Income and expenses are translated at the actual rate on the date of transaction. The exchange differences arising from the retranslation of the opening net investment in subsidiaries and on income and expenses during the year are recognised in other comprehensive income and taken to the "translation reserve" in equity. On disposal of a foreign operation the cumulative translation differences (including, if applicable, gains and losses on related hedges) are transferred to the income statement as part of the gain or loss on disposal.

4.4.      Segment reporting

IFRS 8 Operating Segments requires operating segments to be identified on the same basis as is used internally for the review of performance and allocation of resources by the Group Chief Executive (chief operating decision maker - CODM).

The Board has reviewed the Group and all revenues are functional activities of a digital media and marketing group, and these activities take place on an integrated basis.  The senior executive team review the financial information on an integrated basis for the Group as a whole, but view the business as having 2 key pillars, being the Media Network and the Digital Advertising and Technology Services.  The Group will provide a split between these two pillars, as well as a split by geographical location.  Segmental information is presented in accordance with IFRS 8 for all periods presented within Note 6.

4.5.      Leasing

For any new contracts entered into on or after 1 January 2019, the Group considers whether a contract is, or contains a lease. A lease is defined as 'a contract, or part of a contract, that conveys the right to use an assed (the underlying asset) for a period of time in exchange for consideration'. To apply this definition the Group assesses whether the contract meets three key evaluations which are whether:

·      The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group;

·      The Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; and

·      The Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it has the right to direct 'how and for what purpose' the asset is used throughout the period of use.

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group's incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.

When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use is already reduced to zero.

The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in the profit or loss on a straight-line basis over the lease term.

On the statement of financial position, right-of-use assets have been included in property, plant and equipment and lease liabilities have been included in trade and other payables.

4.6.      Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment.  Depreciation is calculated to write down the cost less estimated residual value of all property, plant and equipment by equal annual instalments over their expected useful lives less estimated residual values, using the straight line method.  The rates generally applicable are:

·      Fixtures & Fittings - 3 years or over remaining lease term

·      Computer Equipment - 3 years

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

The assets' residual value and useful lives are reviewed, and adjusted if required, at each balance sheet date.  The carrying amount of an asset is written down immediately to its recoverable amount if the carrying amount is greater than its estimated recoverable amount.

The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

4.7.      Impairment of property, plant and equipment

At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Intangible assets

An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is separable or when it arises from contractual or other legal rights.

Intangible assets acquired as part of a business combination, are shown at fair value at the date of the acquisition less accumulated amortisation.  Amortisation is charged on a straight line basis to profit or loss.  The rates applicable, which represent the Directors' best estimate of the useful economic life, are:

·      Customer relationships - 5 to 10 years

·      Online channel content - 3 to 5 years

·      Brands - 3 to 5 years

·      Technology - 1 to 5 years

Goodwill is not amortised but is instead reviewed for impairment on an annual basis as outlined below.

4.8.      Impairment of intangible assets

At each balance sheet date, the Group reviews the carrying amounts of its intangible assets and goodwill to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss. 

4.9.      Development costs

Expenditure on the research phase of an internal project is recognised as an expense in the period in which it is incurred.  Development costs incurred on specific projects are capitalised when all the following conditions are satisfied:

·           Completion of the asset is technically feasible so that it will be available for use or sale;

·           The Group intends to complete the asset and use or sell it;

·        The Group has the ability to use or sell the asset and the asset will generate probable future economic benefits (over and above cost);

·        There are adequate technical, financial and other resources to complete the development and to use or sell the asset; and

·        The expenditure attributable to the asset during its development can be measured reliably.

Development costs not meeting the criteria for capitalisation are expensed as incurred.  The cost of an internally generated asset comprises all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by management.  Directly attributable costs include employee (other than Director) costs incurred along with third party costs.

Judgement by the Directors is applied when deciding whether the recognition requirements for development costs have been met.  Judgements are based on the information available at the time when costs are incurred.  In addition, all internal activities related to the research and development of new projects is continuously monitored by the Directors.

4.10.    Taxation

Tax expenses recognised in profit or loss comprise the sum of the tax currently payable and deferred tax not recognised in other comprehensive income or directly in equity.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be recognised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to recognise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset recognised based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.  Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

4.11.    Financial Instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised with the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Loan and other receivables

The Group accounts for loan and other receivables by recording the loss allowance as lifetime expected credit losses. These are shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Group uses its historical experience, external indicators and forward-looking information to calculate expected credit losses.

Trade and other payables

Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method.

Contract assets and liabilities

The Group does not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

4.12.    Equity, reserves and dividend payments

Share capital

Share capital represents the nominal value of shares that have been issued.

Share premium

Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium arising on those shares, net of any related income tax benefits.

Retained deficits

Retained deficits include all current and prior period retained profits or losses. It also includes credits arising from share based payment charges.

Translation reserve

Translation reserve represents the differences arising from translation of investments in overseas subsidiaries.

Merger reserve

The merger reserve is created when group reconstruction accounting is applied. The difference between the cost of investment and the nominal value of the share capital acquired is recognised in a merger reserve.

Merger relief reserve

Where the following conditions are met, any excess consideration received over the nominal value of the shares issued is recognised in the merger relief reserve:

·      the consideration for shares in another company includes issued shares; and

·      on completion of the transaction, the company issuing the shares will have secured at least a 90% equity holding in the other company.

Capital redemption reserve

Where the Company purchases its own equity share capital, on cancellation, the nominal value of the shares cancelled is deducted from share capital and the amount is transferred to the capital redemption reserve.

Dividend distributions payable to equity shareholders are included in 'other liabilities' when the dividends have been approved in a general meeting prior to the reporting date.

4.13.    Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, together with other short-term highly liquid investments that are readily convertible into known amounts of cash having maturities of 3 months or less from inception and which are subject to an insignificant risk of change in value, and bank overdrafts.

4.14.    Employee benefits

The Group operates two schemes on behalf of its employees, private healthcare and a defined contribution pension plan and amounts due are expensed as they fall due.

4.15.    Share based payments

Employees (including Directors) of the Group received remuneration in the form of share-based payment transactions, whereby employees render services in exchange for rights over shares ('equity-settled transactions').  The Group has applied the requirements of IFRS 2 Share-based payments to all grants of equity instruments. The transactions have been treated as equity settled.

The cost of equity settled transactions with employees is measured by reference to the fair value at the grant date of the equity instrument granted. The fair value is determined by using the Black-Scholes method. The cost of equity-settled transactions is recognised, together with a corresponding charge to equity, over the period between the date of grant and the end of a vesting period, where relevant employees become fully entitled to the award. The total value of the options has been pro-rated and allocated on a weighted average basis.

4.16.    Restructuring Costs

Restructuring costs relate to corporate re-organisation activities previously undertaken or announced, as detailed in note 8.

4.17.    Provisions

The Group has recognised a provision for the costs to restore leased property to its original condition, as required by the terms and conditions of the lease.  This is recognised when the obligation is incurred, either at the commencement date or as a consequence of having used the underlying asset during a particular period of the lease, at the directors' best estimate of the expenditure that would be required to restore the assets. Estimates are regularly reviewed and adjusted as appropriate for new circumstances.

5          Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements under UK adopted International Accounting Standards requires the Group to make estimates and assumptions that affect the application of policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and assumptions which have a risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below.

5.1.      Critical accounting judgements

Intangible assets and impairment

The Group recognises the intangible assets acquired as part of business combinations at fair value at the date of acquisition. The determination of these fair values is determined by experts engaged by management and based upon management's and the Directors' judgement and includes assumptions on the timing and amount of future incremental cash flows generated by the assets and selection of an appropriate discount rate. Furthermore management must estimate the expected useful lives of intangible assets and charge amortisation on these assets accordingly.

Treatment of revenue as agent or principal

The determination of whether the Group is acting as a principal or an agent in a transaction involves judgment and is based on an assessment of who controls a specified good or service before it is transferred to a customer.  Significant contracts are reviewed for the indicators of control. These include if the Group is primarily responsible for fulfilling the promise to provide the good or service, if the Group has inventory risk before the good or services has been transferred to the customer and if the Group has discretion in establishing the price for the good or service. 

Deferred taxation

Deferred tax assets are recognised in respect of tax loss carry forwards only to the extent that the realisation of the related tax benefit through future taxable profits is probable.

Best Response Media acquisition and purchase price allocation

The purchase price allocation of the Best Response Media acquisition was fully assessed in the year, within the one year IFRS 3 measurement period from the date of acquisition following an initial assessment in the previous year. Acquired intangibles were identified and a full valuation exercise carried out in relation to the Best Response Media trade name and the customer relationships.  The purchase price has been reallocated accordingly.

Social Chain acquisition and purchase price allocation

The purchase price allocation of the Social Chain acquisition was fully assessed in the year, within the one year IFRS 3 measurements period from the date of acquisition, and acquired intangibles were identified and a full valuation exercise carried out in relation to the Social Chain trade name and the customer relationships.

5.2.      Estimates

Share based payment charges

The Group is required to measure the fair value of its share based payments. The fair value is determined using the Black-Scholes method which requires assumptions regarding exchange rate volatility, the risk free rate, share price volatility and the expected life of the share based payment. Exchange rate volatility is calculated using historic data over the past three years.  The volatility of the Group's share price has been calculated as the average of similar listed companies over the preceding periods. The risk-free rate range used is between 0% and 3.5% and management, including the Directors, have estimated the expected life of most share based payments to be 4 years.

Bad debt provision

Recoverability of some receivables may be doubtful although not definitely irrecoverable. Where management feel recoverability is in doubt an appropriate provision is made for the possibility that the amounts may not be recovered in full.  Provisions are made using past experience however subjectivity is involved when assessing the level of provision required.

6          Segment Reporting

Geographic reporting

The Group has identified three geographic areas (United Kingdom & Europe, Asia Pacific and Rest of the world) and the information is presented based on the customers' location.

		2023	2022
Revenue		£000's	£000's
United Kingdom & Europe		31,558	28,493
Asia Pacific		82	311
Rest of the world		4,064	2,848
Total revenue		35,704	31,652

The Group identifies two revenue streams, advertising and fee based services, which correspond to the Media Network and Digital Advertising and Technology Services pillars respectively. The analysis of revenue by each stream is detailed below, a detailed overview can be found in the Strategic Report.

Revenue		2023	2022
		£000's	£000's
Advertising		10,079	11,905
Fee based services		25,625	19,747
Total revenue		35,704	31,652

Gross profit		2023	2022
		£000's	£000's
Advertising		2,753	2,945
Fee based services		18,149	14,003
Total gross profit		20,902	16,948
Timing of revenue recognition
The following table includes revenue from contracts disaggregated by the timing of recognition.
		2023	2022
		£000's	£000's
Products and services transferred at a point in time		10,077	11,968
Products and services transferred over time		25,627	19,684
Total revenue		35,704	31,652

7          Operating Profit and Profit before taxation

The operating profit and the profit before taxation are stated after:

	2023	2022
	£000's	£000's
Auditor's remuneration:
-      Audit services	143	178
-      Audit related services	4	10
-      Tax compliance	-	49
Depreciation: property, plant and equipment	694	382
Impairment of intangible assets	26	456
Amortisation of intangible assets	388	215
Foreign exchange loss	35	23

8          Restructuring costs

	2023	2022
	£000's	£000's
Restructuring costs	832	62

Restructuring costs in 2022 relate to corporate reorganisation activities as a result of the acquisition of Greenlight, and costs associated with setting up a Bulgarian subsidiary and transferring employees into this entity.

Restructuring costs in 2023 relate to corporate reorganisation activities as a result of the acquisition of Social Chain.

9          Finance income and costs

	2023	2022
	£000's	£000's
Bank interest	198	80
	2023	2022
	£000's	£000's
Interest expense for leasing arrangements	57	71
Interest on bank loans	86	15
	143	86

10         Income tax credit

Major components of tax credit:
	2023	2022
	£000's	£000's
Current tax:
UK corporation tax at 23.52% (2022: 19.00%)	(49)	(36)
Overseas tax	3	1
Prior year adjustment	(1)	(522)
Total current tax	(47)	(557)

Deferred Tax: 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	-	3
Tax credit on profit/loss on ordinary activities	(2,232)	(67)

UK corporation tax is calculated at 23.52% (2022: 19.00%) of the estimated assessable loss for the year. Taxation for other jurisdictions is calculated at the rates prevailing in those jurisdictions.

The credit for the year can be reconciled to the loss per the income statement as follows:

Reconciliation of effective tax rate:

	2023	2022
	£000's	£000's
Profit on ordinary activities before tax	1,110	1,456
Income tax using the Company's domestic tax rate 23.52% (2022: 19.00%)	261	277
Effect of:
Property, plant and equipment differences	(1)	(3)
Intangible asset differences	-	(154)
Expenses not deductible for tax purposes	342	185
Other permanent differences	(3)	(11)
Adjustments to tax charge in respect of previous periods - current tax	(50)	(522)
Adjustments to tax charge in respect of previous periods - deferred tax	11	78
Remeasurement of deferred tax for changes in tax rates	37	3
Deferred tax liabilities recognised	(80)	-
Movement in deferred tax not recognised	(2,790)	-
Difference in tax rates	(6)	(3)
Unutilised tax losses carried forward	-	(474)
Total tax credit for the year	(2,279)	(624)

11         Earnings per share

Both the basic and diluted earnings per share have been calculated using the profit after tax attributable to shareholders of Brave Bison Group plc as the numerator, i.e. no adjustments to profits were necessary in 2022 or 2023. The calculation of the basic earnings per share is based on the profit attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. 

	2023	2022
Weighted average number of ordinary shares	1,268,816,088	1,080,816,000
Dilution due to share options	96,616,725	62,176,266
Total weighted average number of ordinary shares	1,365,477,813	1,142,992,266
Basic earnings per ordinary share (pence)	0.27p	0.19p
Diluted earnings per ordinary share (pence)	0.25p	0.18p
Adjusted basic operating earnings per ordinary share (pence)	0.29p	0.24p
Adjusted diluted operating earnings per ordinary share (pence)	0.27p	0.23p

	2023	2022
	£000's	£000's
Profit for the year attributable to ordinary shareholders	3,389	2,080
Equity settled share based payments	435	387
Restructuring costs	832	62
Acquisition costs	847	56
Impairment charge	26	456
Amortisation of acquired intangibles	388	215
Tax credit	(2,279)	(624)
Adjusted Profit before tax for the year attributable to the equity shareholders	3,638	2,632

12         Directors and employees

The average number of persons (including Directors) employed by the Group during the year was:

	2023	2022
	Number	Number
Sales, production and operations	209	137
Support services and senior executives	42	25
	251	162

The aggregate cost of these employees was:

	2023	2022
	£000's	£000's
Wages and salaries	12,403	5,610
Payroll taxes	957	718
Pension contributions	569	333
	13,929	6,661

Directors emoluments paid during the period and included in the above figures were:

	2023	2022
	£000's	£000's
Emoluments	483	446
	483	446

The highest paid Director received emoluments totalling £0.2 million (2022: £0.2 million).  The amount of share based payments charge (see Note 24) which relates to the Directors was £0.3 million. (2022: £0.3 million charge). The key management of the Group are the executive members of Brave Bison Group plc's Board of Directors. Key management personnel remuneration includes the following expenses:

	2023	2022
	£000's	£000's
Salaries including bonuses	424	391
Social security costs	59	54
Total Emoluments	483	445

13         Intangible assets

	Goodwill	Online Channel Content		Technology		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	(1,379)	-		-		456	1,360	437
At 31 December 2022	40,090	2,034		5,213		729	20,692	68,758
Additions	5,211	-		-		364	1,201	6,776
Reallocation of Goodwill	(124)	-		-		26	127	29
At 31 December 2023	45,177	2,034		5,213		1,119	22,020	75,563
Amortisation and impairment
At 1 January 2022	35,075	1,924		5,213		273	19,332	61,817
Charge for the year	-	34		-		-	181	215
Impairment charge	-	-		-		456	-	456
At 31 December 2022	35,075	1,958		5,213		729	19,513	62,488
Charge for the year	-	33		-		67	288	388
Impairment charge	-	-		-		26	-	26
At 31 December 2023	35,075	1,991		5,213		822	19,801	62,902
Net Book Value
At 31 December 2021	6,155	110		-		-	-	6,265
At 31 December 2022	5,015	76		-		-	1,179	6,270
At 31 December 2023	10,102	43		-		297	2,219	12,661

During the year the Group acquired Social Chain. Within the one year IFRS 3 measurement period from the date of acquisition, the Group carried out a full fair value adjustment exercise. Amounts have been allocated to goodwill, brand name and customer relationships. An amount has also been allocated to deferred tax liabilities. There was an overall increase of intangible assets related to the Social Chain acquisition of £6.8 million.

During the year, within the one year IFRS 3 measurement period from the date of acquisition, the Group carried out a full fair value adjustment exercise in relation to the acquisition of Best Response Media on 28 April 2022.  As a result intangible assets have been identified in relation to the Best Response trade name and the customer relationships, and amounts allocated to goodwill at the interim valuation have been reallocated to these intangible assets. An amount has also been reallocated to deferred tax liabilities resulting in an overall increase of intangible assets related to the Best Response acquisition of £0.03 million.

Goodwill is not amortised, but tested annually for impairment with the recoverable amount being determined from value in use calculations.

The recoverable amount of the intangible assets has been determined based on value in use. Value in use has been determined based on future cash flows after considering current economic conditions and trends, estimated future operating results, growth rates and anticipated future economic conditions.

As at 31 December 2023, the intangible assets were assessed for impairment. The Best Response Media trade name was fully impaired as it is no longer in use following a re-branding during the year.  The impairment charge was £0.03 million (2022: £0.5 million). The brand name acquired as part of the Social Chain acquisition is being amortised over 5 years and the customer relationships are being amortised over 10 years.

The estimated cash flows for a period of 5 years were developed using internal forecasts, and a pre-tax discount rate of 10%. The cash flows beyond 5 years have been extrapolated assuming nil growth rates. The key assumptions are based on growth of existing and new customers and forecasts, which are determined through a combination of management's views, market estimates and forecasts and other sector information.

14         Property, plant and equipment

	Right of Use asset	Leasehold Improvements	Computer Equipment	Fixtures &  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	719	11	123	27	880
Additions	1,618	76	76	4	1,774
Acquisition of subsidiary	301	268	189	-	758
Disposals	(719)	(3)	(2)	-	(724)
At 31 December 2023	1,754	11	123	27	1,915
Depreciation and impairment
At 1 January 2022	1,145	2	918	220	2,285
Charge for the year	333	6	41	2	382
Disposals	(1,035)	-	(904)	(220)	(2,159)
At 31 December 2022	443	8	55	2	508
Charge for the year	517	53	115	9	694
Disposals	(719)	(3)	(2)	-	(724)
At 31 December 2023	241	58	168	11	478
Net Book Value
At 31 December 2021	609	9	54	-	672
At 31 December 2022	276	3	68	25	372
At 31 December 2023	1,678	294	218	20	2,210

15         Impairment charge

	2023	2022
	£000's	£000's
Impairment of intangible assets	26	456
Total impairment charge	26	456

During the year the Group assessed the value in use of the Best Response Media brand names. As a result of the rebranding of Best Response Media to Brave Bison Commerce, the value in use of the brands was assessed to be zero.

16         Deferred taxation assets and liabilities

Deferred tax recognised:

	2023	2022
	£000's	£000's
Deferred tax
Deferred tax asset	2,183	48
Deferred tax liability	(674)	(283)
	1,509	(235)

Unutilised tax losses carried forward at 31 December 2023 were £48.8 million (2022: £49.9 million). During the current period, based on a consideration of recent performance and future forecasts, the group have assessed that it is probable that future taxable profit will be available against which a portion of unused tax losses can be utilised and have therefore recognised a deferred tax asset of £2.2m in respect of unused tax losses.

Reconciliation of movement in deferred tax

		Deferred tax on intangible assets
		£000's
As at December 2021		135
Recognised in the income statement		67
Balance arising as a result of the PPA exercise in relation to Greenlight		(437)
As at 31 December 2022		(235)
Recognised in the income statement		2,232
Balance arising as a result of the PPA exercise in relation to Best Response 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		(390)
As at 31 December 2023		1,509

This deferred tax asset relates to short term timing differences and has therefore been recognised.

17         Trade and other receivables

	2023	2022
	£000's	£000's
Trade receivables	4,549	5,613
Less allowance for credit losses	(361)	(587)
Net trade receivables	4,188	5,026
Unbilled income	1,311	1,737
Other receivables	1,024	663
	6,523	7,426

The contractual value of trade receivables is £4.5 million (2022: £5.6 million). Their carrying value is assessed to be £4.2 million (2022: £5.0 million) after assessing recoverability. The contractual value and the carrying value of other receivables are considered to be the same. The Group's management considers that all financial assets that are not impaired or past due are of good credit quality.

The ageing analysis of these trade receivables showing fully performing and past due but not impaired is as follows:

	2023	2022
	£000's	£000's
Not overdue	2,687	3,357
Not more than three months	1,617	817
More than three months but not more than six months	67	93
More than six months but not more than one year	56	34
More than one year	(239)	725
	4,188	5,026

The movement in provision for impairment of trade receivables can be reconciled as follows:

	2023	2022
	£000's	£000's
Opening provision	(587)	(559)
Provisions from acquisition of Best Response Media	-	(70)
Provisions from acquisition of Social Chain	(57)	-
Receivables provided for during period	(210)	(359)
Reversal of previous provisions	493	401
	(361)	(587)

Provisions are created and released on a specific customer level on a monthly basis when management assesses for possible impairment. At each half year and year end, management will assess for further impairment based upon expected credit loss over and above the specific impairments noted throughout the year.

Having considered the Group's exposure to bad debts and the probability of default by customers, no expected credit losses have been recognised in accordance with IFRS 9 (2022: £nil).

The other classes within trade and other receivables do not contain impaired assets.

18         Trade and other payables

	2023	2022
	£000's	£000's
Trade payables	2,227	1,366
Other taxation and social security	1,296	945
Contract liabilities	1,356	1,873
Accruals and deferred income	3,981	5,126
	8,860	9,310

All amounts are short term and the Directors consider that the carrying value of trade and other payables are considered to be a reasonable approximation of fair value.

The average credit period taken for trade purchases was 55 days (2022: 34 days).

Contract liabilities are utilised upon satisfaction of the associated contract performance obligations. The 2023 contract liability of £1.4 million is expected to be utilised in the next reporting periods upon satisfaction of the associated performance obligation. The 2022 contract liability of £1.9 million was recognised within revenue during 2023 upon satisfaction of the associated performance obligation.

19         Lease Liabilities

Lease liabilities are presented in the statement of financial position as follows:

	2023	2022
	£000's	£000's
Current	212	393
Non-current	1,487	-
	1,699	393

The Group acquired four office leases with the acquisition of Social Chain which expire in June 2024. The Group also entered into a new office lease which expires in November 2029. An existing office lease expired in November 2023. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the statement of financial position as a right-of-use asset and a corresponding lease liability.

The table below describes the nature of the Group's leasing activities by type of right-of-use asset recognised in the statement of financial position:

	No. of right-of-use assets leased	Range of remaining term	Average remaining lease term	No. of leases with extension options	No. of leases with termination options
Office building	5	0.5 - 6 years	1.6 years	-	-

The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 31 December 2023 were as follows:

		Within one year	One to six years	Total
		£000's	£000's	£000's
Lease payments		355	1,878	2,233
Finance charges		(143)	(391)	(534)
Net present values		218	1,481	1,699

The Group has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less). Payments made under such leases are expensed on a straight-line basis.

At 31 December 2023 the Group had not committed to any leases which had not yet commenced excluding those recognised as a lease liability.

Further information in relation to the right-of-use assets can be found in note 14.

20         Bank loans

	2023	2022
	£000's	£000's
Loan <1 year	10	109
Loan >1 year	143	199
	153	308

The Group has a Bounce Back Loan Agreement which is due to be fully repaid in 2026. The repayment amount and timing of each instalment is based on a fixed interest rate of 2.5% payable on the outstanding principal amount of the loan and applicable until the final repayment date.  This loan is unsecured.  At the start of the period the Group had a Coronavirus Business Interruption Loan ("CBIL") which was acquired as part of the Greenlight acquisition.  During the period, the Group repaid the CBIL in full. The Group continues to have a £3m revolving credit facility (RCF) with Barclays Bank plc. The RCF is a 3 year facility with an interest margin of 2.75% over Base Rate. The RCF was partially drawn (£1.5 million) at the time of the Social Chain acquisition but was repaid in full before the end of the period. The Group also has a U.S. Small Business Administration loan which was acquired as part of the Social Chain acquisition which is due to be fully repaid in 2050. The repayment amount and timing of each instalment was based on a fixed interest rate of 3.75% per annum payable on the outstanding principal amount of the loan and applicable until the final repayment date.    

21         Provisions for liabilities

	2023	2022
	£000's	£000's
Dilapidations provision	397	285
Other provisions	119	-
	516	285

		Provisions
		£000's
As at 31 December 2022		285
Release of dilapidation provision in relation to The Varnish Works		(285)
Dilapidation provision from Social Chain acquisition		397
Other provisions from Social Chain acquisition		119
As at 31 December 2023		516

The dilapidations provision represents management's best estimate of the Group's liability relating to the restoration of the leased property to its original condition at the end of the lease.

22         Share capital

	Ordinary share capital	At 31 December 2023			At 31 December 2022
		Number		£000's	Number		£000's
Ordinary shares of £0.001		1,288,147,280	1,288		1,080,816,000	1,081
	Total ordinary share capital of the Company			1,288			1,081

Rights attributable to ordinary shares

The holders of ordinary shares are entitled to receive notice of and attend and vote at any general meeting of the Company.

A reconciliation of the movement in share capital during the year is detailed in Note 23.

23         Reconciliation of share capital

	Ordinary	Ordinary Share	Share Premium
	Shares	Capital
	Number	£000's	£000's
	£0.0000001
At 31 December 2022	1,080,816,000	1,081	84,551
Shares issued in the period
Vendor placing	206,521,740	206	4,544
Share options exercised	809,540	1	-
At 31 December 2023	1,288,147,280	1,288	89,095

24         Share options

During 2023 Brave Bison Limited granted 37,500,000 RSUs (2022: 9,050,000).  The options vest annually over a 3 year period to senior employees in the business. The exercise price of the RSUs were between 1.85 - 2.43 pence..

The options were valued using the Black-Scholes valuation model, using the following assumptions.

	2023	2022
Expected option life	4 years	4 years
Expected volatility	50%	50%
Weighted average volatility	50%	50%
Risk-free interest rate	0 - 3.5%	0 - 1.25%
Expected dividend yield	0%	0%

Within the assumptions above, a 50% share price volatility has been used, the assumption is based on the average volatility of similar listed companies over the preceding periods and reviewed against the actual volatility of the Group during the year.

The charge included within the financial statements for share options for the year to 31 December 2023 is £0.1 million (2022: £0.1 million).  There is a further charge within share based payments which relates to an LTIP and is detailed in the Directors Remuneration Report.  The charge for the year to 31 December 2023 is £0.3 million (2022: £0.3 million).

Details of the options issued under the approved scheme are as follows:

	Number	Weighted average exercise price
For the year ended 31 December 2022
Outstanding at the beginning of the year	58,830,840	0.85p
Granted during the year	9,050,000	1.75p
Exercised during the year	-	-
Cancelled during the year	(4,511,715)	(1.06p)
Outstanding at the end of the year	63,369,125	0.96p
Exercisable at the end of the year	19,874,140	1.04p

	Number	Weighted average exercise price
For the year ended 31 December 2023
Outstanding at the beginning of the year	63,369,125	0.96p
Granted during the year	37,500,000	2.2p
Exercised during the year	(809,541)	(0.01p)
Cancelled during the year	(2,250,000)	(1.61p)
Outstanding at the end of the year	97,809,584	1.43p
Exercisable at the end of the year	34,659,615	1.05p

Share options expire after 10 years, the options above expiring between August 2024 and December 2032.

25         Undertakings included in the consolidated financial statements

The consolidated financial statements include:

	Class of  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	6,920	6,485
	12,770	12,652
Financial liabilities at amortised cost
Trade and other payables	8,755	8,067
Lease liabilities	1,699	393
Bank Loans	153	294
	10,607	8,755

Financial risk management

The Group's financial instruments comprise cash and liquid resources and various items, such as trade receivables and trade payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. The principal financial risks faced by the Group are liquidity, foreign currency and credit risks.  The policies and strategies for managing these risks are summarised as follows:

Foreign currency risk

Transactional foreign currency exposures arise from both the export of services from the UK to overseas clients, and from the import of services directly sourced from overseas suppliers. The Group is primarily exposed to foreign exchange in relation to movements in sterling against the US Dollar, the Euro and the Singapore Dollar.

The Group does not use derivatives to hedge translation exposures.  All gains and losses are recognised in profit or loss on translation at the reporting date.   The Group's current exposures in respect of currency risk are as follows:

		Sterling	US Dollar	Singapore Dollar	Euro	Other	Total
		£000's	£000's	£000's	£000's	£000's	£000's
Financial assets		11,106	888	19	600	40	12,653
Financial liabilities		(6,948)	(1,595)	(59)	(52)	(100)	(8,755)
Total exposure at 31 December 2022		4,452	(707)	(40)	548	(60)	3,898
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		1,993	(19)	(5)	206	(12)	2,163

Sensitivity analysis

The table below illustrates the estimated impact on profit or loss as a result of market movements in the US Dollar, Singapore Dollar, Euro and Sterling exchange rate.

	10%	10%	10%	10%	10%	10%
Impact on loss and equity	Increase US Dollars	Decrease US Dollars	Increase Singapore Dollars	Decrease Singapore Dollars	Increase Euro	Decrease Euro
	£000's	£000's	£000's	£000's	£000's	£000's
For the year to 31 December 2022	71	(71)	4	(4)	(55)	55
For the year to 31 December 2023	2	(2)	1	(1)	(21)	21

Credit risk

The Group's principal financial assets are cash and cash equivalents and trade and other receivables.  The Group has no significant concentration of credit risk and manages this by running quarterly credit checks and setting appropriate credit limits.  The maximum exposure to credit risk is that shown within the balance sheet.  Management has assessed the exposure to credit risk and has provided against any items which is considered to be high risk.

Liquidity/funding risk

The Group's funding strategy is to ensure a mix of funding sources offering flexibility and cost effectiveness to match the requirements of the Group.

Interest rate risk

The Group holds the majority of its cash and cash equivalents in corporate current accounts and interest bearing money market accounts. These accounts offer a competitive interest rate with the advantage of quick access to the funds. The Group is in a net cash positive position and management consider there to be a low level of risk.

Capital policy

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain a capital structure that optimises the cost of capital.

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash and cash equivalents as disclosed in the statement of financial position and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity.

Debt is defined as long and short-term borrowings (excluding derivatives). Equity includes all capital and reserves of the Group that are managed as capital.

Financial instruments measured at fair value

Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of fair value hierarchy. This grouping is determined based on the lowest level of significant inputs used in fair value measurement, as follows:

·      level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

·      level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

·      level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group categorises all financial assets and liabilities as level 1.

Maturity analysis

Set out below is a maturity analysis for non-derivative financial liabilities. The amounts disclosed are based on contractual undiscounted cash flows. The table includes both interest and principal cash flows. The Group had no derivative financial liabilities at either reporting date.

	Total	Less than 1 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	7	8
	195	240
	2023	2022
	£000's	£000's
Amounts charged to Brave Bison by Tangent Marketing Services Limited
Recharge for IT related salary	-	3
Charge for client related work	67	9
	67	12
	2023	2022
	£000's	£000's
Amounts charged to Printed Group Limited by Brave Bison
Recharge for property related costs	39	50
Charge for client related work	96	-
	135	50
	At 31 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	1,699	143	10	1,852

29         Acquisitions

On 3 February 2023, the Group acquired the entire issued share capital of Social Chain Limited. The initial cash consideration for the Acquisition consisted of a payment of £4.77 million. This was partially funded by way of an oversubscribed vendor placing to raise £4.75 million.

Social Chain is one of the UK's leading social media and influencer marketing agencies. It was founded in 2014 by Dragon's Den entrepreneur Steven Bartlett and works with global brands such as Amazon, TikTok, and KFC to create social media advertising campaigns and perform influencer marketing services. Social Chain has offices in Manchester, New York and London.

The fair value of the assets acquired and liabilities were as follows:

	Book value	Fair value adjustments	Fair value
	£000's	£000's	£000's
Goodwill	5,211	-	5,211
Brand name	364	-	364
Customer relationships	1,201	-	1,201
Tangible Assets	756	-	756
Trade and other receivables	1,350	-	1,350
Cash and cash equivalents	(27)	-	(27)
Current liabilities	(3,161)	-	(3,161)
Non-current liabilities	(479)	-	(479
Deferred tax	(505)	-	(505)
	4,710	-	4,710

The consideration for the acquisition is as follows:

	£000's
Initial cash consideration	4,767
Completion accounts adjustment	(57)
	4,710

The Statement of Comprehensive Income includes £0.8 million of acquisition costs.

The fair value of the financial assets includes trade and other receivables with a fair value of £1.4 million and a gross contractual value of £1.4 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £Nil. The goodwill represents the acquired accumulated workforce and the synergies expected from integrating Social Chain into the Group's existing business.  The Group has carried out a full fair value adjustment exercise within the one year measurement period from the date of the acquisition in accordance with IFRS3

Social Chain contributed £8.2 million revenue and added a £0.6 million loss to the Group's profit for the period between the date of acquisition and the reporting date.

During the year, the Group carried out a full fair value adjustment exercise in relation to the acquisition of Best Response Media Limited on 28 April 2022. As a result intangible assets have been identified in relation to the Best Response trade name and the customer relationships, and amounts allocated to goodwill at the interim valuation have been reallocated to these intangible assets.

The revised fair value of the assets acquired and liabilities assumed was as follows:

	Interim valuation	Fair value adjustments	Fair value
	£000's	£000's	£000's
Goodwill	239	(124)	115
Brands	-	26	26
Customer relationships	-	127	127
Tangible Assets	1	-	1
Trade and other receivables	237	-	237
Cash and cash equivalents	840	-	840
Current Liabilities	(143)	-	(143)
Deferred tax	-	(29)	(29)
	1,174	-	1,174

30         Post balance sheet events

There are no significant post-balance sheet events.

 

END