Brave Bison Regulatory News (BBSN)

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

27 April 2023

Brave Bison Group plc

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

Annual Results

Growth ahead of expectations; well-positioned in a challenging environment

Brave Bison, the social and digital media company, today reports its audited results for the year ended 31 December 2022.

Summary

Brave Bison is pleased to report a year of growth that exceeded the Board's expectations, despite a challenging macroeconomic environment that impacted core markets.

All acquired businesses have now been integrated under the Brave Bison brand and trade through one of four business units:

§ Brave Bison Performance, a digital media advertising practice

§ Brave Bison Commerce, a digital commerce practice

§ Social Chain (previously Brave Bison Social & Influencer), a social media advertising and influencer marketing practice

§ Brave Bison Media, a network of ~650 social and digital media channels across YouTube, Meta, TikTok and Snapchat

Financial Highlights

(1) 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 the Company's property leases are classified as depreciation and interest, therefore Adj. EBITDA is stated before deducting these costs.

(2) 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.

· Revenue growth of 46% to £31.7m, ahead of market expectations and the second successive year of 40%+ revenue growth

· Gross profit / net revenue growth of 117% to £16.9m, ahead of market expectations

· Underlying organic net revenue / gross profit growth of 12%

· Adjusted EBITDA of £3.0m (FY21: £1.8m), an increase of 67%, and Adjusted Profit Before Tax of £2.6m (FY21: £1.4m), an increase of 86% and ahead of market expectations

· Adjusted Earnings per share of 0.24p (FY21: 0.18p), an increase of 33%. No shares were issued in respect of fundraisings or acquisitions during the year

· Cash resources of £6.5m and net cash of £6.2m. £3m revolving credit facility agreed with Barclays Bank in November 2022. The facility lasts for three years with an interest margin of 2.75% over base rate. The facility was undrawn at the period end

Strategic Highlights

· Acquisition & Integration strategy progressed with the acquisition of Best Response Media (April 2022), integrated into Brave Bison Commerce, and Social Chain (after the period end), integrated with Brave Bison Social & Influencer

· Total headcount of 162 (2021: 146), rising to approximately 280 after the acquisition of Social Chain, completed post-period end. Our staff work remotely from eleven countries, with hubs in London, Manchester and New York, as well as Bulgaria and Egypt

· Gordon Brough appointed as independent non-executive director, bringing extensive public company, governance and acquisitions experience to the Board

· Number of Snapchat shows has increased to 16 (2021: 5), with the launch of StrEAT Food, Suit Up!, Sweet Tooth and Hidden Gaming Details among others

· New customer wins including Rapyd, ILX Group, Feefo, Viking Direct, Laver Cup and WWF, and expanded engagements with New Balance, Curry's and MKM Building Supplies

Post-Period End & Outlook

· Social Chain, acquired in February 2023, is currently being integrated into the Brave Bison operating platform. Progress to date is in line with expectations. The Board expects IT, HR, finance, marketing and operations departments to be materially integrated by the end of H1 2023

· The Board is comfortable with current market expectations but notes that trading has become more challenging in the first half of 2023 as customer budgets have come under pressure

· Brave Bison remains well capitalised with flexibility to pursue further opportunities in line with the Company's Acquisition & Integration strategy

Oliver Green, Chairman, commented:

"We integrated four businesses in 2022 and are pleased with the outcome: a profitable and cash generative social and digital media company that operates from trend to spend for our customers. Our value proposition is now well-defined, and we are delighted to welcome a number of new enterprise customers to Brave Bison."

For further information please contact:

Brave Bison Group plc

Oliver Green, Chairman via Cenkos

Theo Green, Chief Growth Officer

Philippa Norridge, Chief Financial Officer

Cenkos Securities plc Tel: +44 (0)20 7397 8900

Nominated Adviser & Broker

Nicholas Wells

Ben Jeynes

Dan Hodkinson

About Brave Bison

Brave Bison (AIM: BBSN) is a social and digital media company, headquartered in London with a globally distributed workforce in over ten countries.

Brave Bison is unique in that it is both a digital media owner, as well as a digital media agency. The Company owns and operates its own channels, and the communities attached to them, as well as offering customers a suite of advertising and technology services to help reach digital audiences.

Brave Bison has two core lines of business. Firstly, the publishing of content on social media channels to generate advertising revenue. Brave Bison operates over 650 channels including PGA Tour and US Open on YouTube, Cooking Wild and DIY & Crafts on Facebook and Slick and VSatisfying on Snap Discover. The Brave Bison media network generates approximately 1 billion average monthly views.

The second line of business involves the provision digital advertising and technology services for global, blue-chip brands such as Panasonic, New Balance, Primark and Samsung. These customers are serviced through three divisions: Social Chain (previously Brave Bison Social & Influencer), a social media advertising practice, Brave Bison Commerce, a digital commerce practice, and Brave Bison Performance, a paid and organic digital media practice.

CHAIRMAN'S REVIEW

Brave Bison competes in a growing and exciting marketplace at the intersection of social media, technology, data science and ecommerce.

We operate from trend to spend for our customers; promoting products, selling advertising on our channels and building transactional websites and apps to enable check out. Our vision is to build a company for the new era and the past twelve months have seen us consolidate and integrate across what has become our foundational platform.

Brave Bison operates across four business pillars:

Brave Bison Performance is a digital media advertising practice. We plan and buy media on platforms such as Google, Meta, TikTok, Amazon and YouTube. All of our work is focused on helping our customers drive conversion metrics such as sales, downloads and subscriptions. Customers include New Balance, Curry's and Asus.

Brave Bison Commerce is a digital commerce practice. We provide technology services to help customers design and build next generation ecommerce platforms. Our teams use the latest MACH technology from partners such as Salesforce, Adobe, SAP and BigCommerce to design, launch, upgrade and support best-in-class ecommerce systems. Customers include Viking Direct, MKM Building Supplies and Muller.

Brave Bison Social & Influencer (re-branded to Social Chain as of February 2023) is a social media advertising practice. We create content for customers on social media platforms and work with influencers to make and distribute content. This creative approach ensures that content is native to the platform, leading to higher engagements from audiences. Customers include Panasonic, Vodafone, WWF and Rapyd.

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.

Whilst each of our business pillars is led by a Managing Director and supported by department heads, the Brave Bison platform is one of connection and collaboration. We have worked hard over the past year to ensure that, despite our four centres of excellence, we operate as one company, with a shared vision that aligns across each of our business pillars.

Year in Review

2022 was a strong year for Brave Bison. During the period revenue grew by 46% to almost £32m, gross profit more than doubled to just under £17m and the company generated adjusted EBITDA of over £3m, a YoY increase of 71%. At year end our balance sheet remained strong with net cash of over £6m, after having completed our third acquisition since Theo, Philippa and I joined the company mid 2020.

During the period the Leadership Team maintained a sharp operational focus. We completed the integration of four businesses, made our third acquisition, and relaunched an enhanced value and service proposition under a refreshed Brave Bison brand. This integrated and connected approach has already proven its ability to attract new customers and allow for effective cross selling across our four business units. 

Best Response Media (BRM) was acquired during the period and integrated into Brave Bison Commerce. Until the acquisition, our efforts at Brave Bison Commerce were focused on three major enterprise ecommerce platforms: SAP, Salesforce and BigCommerce. Through the acquisition of BRM, we are now able to offer services on Adobe Commerce Cloud, a ubiquitous platform that has grown from strength-to-strength in recent years. Furthermore, we acquired a highly experienced and flexible resource base in Mansoura, Egypt, as well as Tier 1 customers including NatWest.

Brave Bison is headquartered in London, but the business operates across the world. We have staff in 11 countries and almost a quarter of our team works remotely. Furthermore, over 50% of our staff work on a hybrid basis, often choosing to come into the office between one and three days per week. This new way of working is an important part of our strategy moving forward and is telling of the digital age we are leaning into as a business. Our hybrid and remote workforce enables us to hire more quickly, cheaply and

often from a more diverse pool of talent. This approach also means that, as we scale and grow our teams, we can keep property costs low whilst maintaining a strong culture through a mixture of virtual team events and quarterly in person socials.

Theo and I are committed to developing Brave Bison's board in a thoughtful and measured way, in line with modern standards of governance. The appointment of Gordon Brough as non-executive director during the period is a further indication of this commitment. Gordon has extensive experience in UK public companies having been General Counsel at Aberdeen Asset Management plc (subsequently the asset management arm of Abrdn) for almost 10 years. Gordon's legal experience, as well as his expertise in acquisitions will be crucial to the business as we look to further bolster our corporate profile.

Outlook

We are mindful of macroeconomic challenges over the next 12-18 months, but have confidence in the prevailing trend that continues to shift marketing budgets away from traditional advertising and into digital channels. Furthermore, our position in this expanding marketplace is differentiated and growing from strength-to-strength. This organic growth will be compounded by our carefully considered Acquisition & Integration strategy that has proven successful to date. Our Leadership Team is both capable and focussed, and we anticipate that the acquisition of Social Chain (completed in February 2023) will have a transformative impact on our ability to win and deliver for customers in the social media advertising space.

Oliver Green

Executive Chairman

26 April 2023

CFO'S REVIEW

2022 was a year of healthy growth at Brave Bison. Revenue increased by 46% to £31.7 million (2021: £21.7 million), gross profit increased by 117% to £16.9 million (2021: £7.8 million) and adjusted profit before tax, a measure of underlying profitability, increased by 86% to £2.6 million (2021: £1.4 million).

Organic growth of gross profit, removing the impact of businesses acquired during the period, was £1.8 million, or approximately 12%.

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, Muller, Primark and Asus. This

operation is referred to as "fee based services" in the Group segmental reporting.

The digital advertising and technology services business unit showed good growth during the year. Revenues increased by 169% to £19.7 million (2021: £7.3 million) and the gross profit approximately tripled to £14.0 million (2021: £4.8 million). In line with our acquisition and integration strategy, Greenlight Digital was integrated into Brave Bison Performance, and Greenlight Commerce and Best Response Media were integrated into Brave Bison Commerce.

Secondly, Brave Bison owns and operates a network of social and digital media channels. These channels principally exist on platforms such as YouTube, Snapchat, 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 Group segmental reporting.

The advertising business unit generated revenue of £11.9 million (2021: £14.3 million) and approximately 1.3 billion views (2021: 1.7 billion). This decrease year-on-year largely relates to channels that are operated but not owned by Brave Bison on a revenue share basis, therefore the underlying gross profit remained

broadly flat at £2.9 million (2021: £3.0 million). The small drop in gross profit was largely due to a softening of CPMs (cost per mille) in the second half of the year in response to macroeconomic

conditions. As we saw during the pandemic, this part of our business can be sensitive to such conditions, but tends to recover swiftly.

Margins & 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 Group's financial performance.

The adjusted profit margin for the period was 15.4% (2021: 17.9%) a decrease year-on-year. This decrease was driven by the tripling of digital advertising and technology services net revenues which operates at a lower adjusted profit margin than advertising generated on the media network.

Despite the decrease in adjusted profit margin, Brave Bison has completed a number of initiatives to reduce the underlying operating costs of the business. These include a reduction in property costs through sub-letting excess office space, reduction in IT costs as business units are merged and careful

resource management to reduce the staff cost to net revenue ratio for billable customers.

Exceptional Costs & Adjustments

During the year Brave Bison incurred restructuring costs of £0.1 million (2021:£0.2 million), relating to the restructuring and expansion of the Group's operations in Bulgaria, and acquisition costs of £0.1 million (2021: £0.7 million) relating to the costs associated with acquiring Best Response Media.

Brave Bison carried out a purchase price allocation exercise during the year in relation to the Greenlight acquisitions which completed in 2021, which resulted in identification of intangible assets relating to the acquired brands and customer relationships. As a result of the rebranding, and retirement of the Greenlight trade brand during the year, the amounts relating to this were impaired in full during the year, resulting in an impairment charge of £0.5 million (2021: £nil). The customer relationships are being amortised over a period of 10 years, resulting in a charge of £0.2 million (2021: £nil). As we deliver on our acquisition and integration strategy it is likely that both the amortisation of acquired intangibles, and impairment of acquired brands retired post-integration will continue to impact our financial statements.

Equity settled share-based payments relate to the value of share awards that have been granted to employees of the Group. £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. The earliest possible redemption date is December 2024, and redemption is contingent on the share price exceeding 3.0 pence.

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 2022 and 2021 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.

* £0.3 million of the equity settled share based payments is a non-cash charge related to the director's LTIP, which can only be redeemed in accordance with the terms outlined in the Directors' Remuneration

Report.

Financial Position

Brave Bison ended the period with cash resources of £6.5 million (2021: £5.9 million) and net cash after deducting outstanding bank loans of £6.2 million (2021: £4.7 million). The bank loan relates to a Government-backed CBIL that is repayable over six years from drawdown.

In addition to the CBIL, Brave Bison has a revolving credit facility with Barclays Bank for a total of £3 million, with an interest margin of 2.75% over Base Rate. This was agreed during the period but was undrawn at the period end.

The Group had cash inflow of £0.6 million during the period (2021: £3.2 million inflow), and expects to maintain positive cashflow throughout 2023. The decrease in cash inflow is largely due to a large customer prepayment received at the end of 2021, which subsequently unwound during the period.

In addition to this, the cashflow generated from operating activities was used to fund the acquisition of Best Response Media (£0.3 million) and the payment of deferred consideration in respect of the Greenlight acquisition made in 2021 (£0.8 million).

The Group is carrying intangible assets of £6.3 million (2021: £6.3 million). Based on an interim fair value exercise the Group capitalised goodwill of £0.2 million (2021: £6.2 million) on the purchase of Best Response Media (2021: Greenlight). The Group does not capitalise any wages.

Key Performance Indicators

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

Philippa Norridge

Chief Financial Officer

26 April 2023

CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

All transactions arise from continuing operations.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The financial statements were authorised for issue by the Board of Directors on 26 April 2023 and were signed on its behalf by

Philippa Norridge

Chief Financial Officer

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2022

1 Brave Bison

Brave Bison Group plc ("the Company") (formerly Rightster Group plc) was incorporated in England and Wales on 30 October 2013 under the Companies Act 2006 (registration number 08754680) and its registered address is The Varnish Works, 3 Bravingtons Walk, London, N1 9AJ. 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 2022 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 2022 were £6.5 million (2021: £5.9 million). The Group made a profit before tax of £1.5 million for the year ended 31 December 2022 (2021: £0.5 million), and generated an increase in cash and cash equivalents in 2022 of £0.6 million (2021: £3.2 million). The Group has net assets of £10.0 million (2021: £7.5 million). 

The Directors have prepared detailed cash flow projections for the period to 31 December 2023 and for the following 6 month period to 30 June 2024 which are based on their current expectations of trading prospects. The Group achieved positive cashflow of £1.1 million in H2 2022, and the Board forecasts that the Group will continue to achieve positive cash inflows in 2023.

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 2022, with comparative information presented for the year ended 31 December 2021. 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:

· IFRS 3 - Reference to the Conceptual Framework;

· IAS 16 - Property, Plant and Equipment: Proceeds before intended use ;

· IAS 37 - Onerous Contracts: Cost of Fulfilling a Contract; and

· Annual Improvements to IFRS Standards 2018 - 2020 Cycle.

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

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

· Amendments to IAS 8 - Definition of Accounting Estimates;

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

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

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

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

The directors have assessed the standards above and they will not have a material impact in future periods.

3 Statement of compliance

The financial statements have been prepared in accordance with the accounting policies and presentation required by UK adopted International Accounting Standards, and International Financial Reporting Interpretations Committee ("IFRIC") Interpretations as endorsed for use in the UK. The financial statements 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. Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability. Government grants are presented as a deduction from the related expense.

4.4. 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.

4.5. 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.

4.6. 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.

4.7. 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.

4.8. 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 years

· Technology - 1 to 5 years

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

4.9. Impairment of intangible assets

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

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

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

4.10.  Development costs

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

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

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

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

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

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

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

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

4.11.  Investments in associates and joint ventures

Investments in associates and joint ventures are accounted for using the equity method. The carrying amount of the investment in associates and joint ventures is increased or decreased to recognise the Group's share of the profit or loss and other comprehensive income of the associate or joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group.

4.12.  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.

4.13.  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.

4.14.  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.

4.15.  Cash and cash equivalents

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

4.16.  Employee benefits

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

4.17.  Share based payments

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

The cost of equity settled transactions with employees is measured by reference to the fair value at the grant date of the equity instrument granted. The fair value is determined by using the Black-Scholes method. The cost of equity-settled transactions 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.

4.18.  Restructuring Costs

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

4.19.  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.

Trade receivables' recovery

Within trade debtors there is a balance of £0.7 million (2021: £0.7 million) which is over one year in age which the Group has judged it not necessary to provide for. This is because it believes it is recoverable, since there is a trade payable balance of £0.8 million (2021: £0.8 million) with the same company, and the Group is anticipating reaching agreement that these balances may be set off against each other.

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.

Greenlight acquisition and purchase price allocation

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

Best Response Media acquisition and purchase price allocation

The purchase price allocation of the Best Response Media acquisition was provisionally assessed, and the Group judged that at the interim valuation stage it was not able to reliably estimate the fair value of acquired intangibles and therefore the excess of consideration over fair value of other assets and liabilities has been allocated to goodwill. A full valuation exercise will be completed within the one year IFRS3 measurement period from the date of acquisition which may recognise additional intangible assets separately from goodwill.

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 1.25% 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.

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.

7 Operating Profit and Profit before taxation

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

8 Restructuring costs

Restructuring costs in 2021 and 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.

9 Finance income and costs

10 Income tax credit

UK corporation tax is calculated at 19.00% (2021: 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:

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 2021 or 2022. 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.

12 Directors and employees

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

The aggregate cost of these employees was:

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

The highest paid Director received emoluments totalling £0.2 million (2021: £0.2 million). The amount of share based payments charge (see Note 24) which relates to the Directors was £0.3 million. (2021: £0.1 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:

13 Intangible assets

During the year the Group acquired Best Response Media Limited and capitalised goodwill of £0.2 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.

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 Greenlight Digital and Greenlight Commerce on 1 September 2021. As a result intangible assets have been identified in relation to the Greenlight 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 Greenlight acquisition of £0.4 million.

As at 31 December 2022, the intangible assets were assessed for impairment. The Greenlight trade names were fully impaired as they are no longer in use following a re-branding during the year. The impairment charge was £0.5million (2021: £nil). The customer relationships acquired as part of the Greenlight acquisitions 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

15 Impairment charge

During the year the Group assessed the value in use of the Greenlight Digital and Greenlight Commerce brand names. As a result of the rebranding of Greenlight Digital to Brave Bison Performance and Greenlight Commerce 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:

Unutilised tax losses carried forward which have not been recognised as a deferred tax asset at 31 December 2022 were £49.9 million (2021: £52.4 million). These have not been recognised due to uncertainty about future consistent taxable profits. Deferred tax has been calculated at a rate of 25% given the change in rate which has been substantively enacted at the statement of financial position date.

Reconciliation of movement in deferred tax

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

17 Trade and other receivables