Registered Number: 08754680
BRAVE BISON GROUP PLC
ANNUAL REPORT
FOR THE YEAR ENDED
31 December 2020
BRAVE BISON GROUP PLC
INDEX TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
Company information
Financial and Operational Highlights
Strategic report
Chairman’s report
CFO’s report
Risks and Uncertainties
Report of the Directors
Statement on Directors’ responsibilities
Statement on Corporate Governance
Directors’ remuneration report
Report of the Independent Auditor
Consolidated income statement and consolidated statement of
comprehensive income
Consolidated statement of financial position
Consolidated statement of cash flows
Consolidated statement of changes in equity
Notes to the financial statements
Company balance sheet
Company statement of changes in equity
Notes to the company financial statements
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BRAVE BISON GROUP PLC
COMPANY INFORMATION
For the year ended 31 December 2020
The Board of Directors
Company secretary
Registered office
Company number
Auditors
Solicitors
Nominated Adviser and Broker
Oliver Green
Philippa Norridge (appointed 5 February 2020)
Matthew Law (appointed 17 February 2020)
Paul Campbell-White (resigned 4 February 2020)
Paul Marshall (resigned 20 January 2020)
Miriam Mulcahy (resigned 31 January 2020)
Kate Burns (resigned 11 June 2020)
Philippa Norridge (appointed 4 September 2020)
Vishal Jassal (resigned 4 September 2020)
79-81 Borough Road
London
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08754680
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1
BRAVE BISON GROUP PLC
FINANCIAL AND OPERATIONAL HIGHLIGHTS
For the year ended 31 December 2020
2020 Headlines
Financial Highlights
2020 Adjusted EBITDA* of £0.1 million, compared to £0.4 million loss in 2019
2020 Revenue of £14.5 million, compared to £16.8 million in 2019
2020 Gross profit of £4.0 million, compared to £5.2 million in 2019
Net cash balance of £2.7 million at year end
Positive cashflow of £0.6 million in the second half of 2020
Operational Highlights
Appointment of new management team and Board during the period following the appointment of
Oliver Green as Executive Chairman, Philippa Norridge as Chief Financial Officer, Theo Green as
Director of Growth and Matthew Law as Non-Executive Director
New client wins including Panasonic, Vodafone, BBC, Pernod Ricard, Suntory, IMV Box and World
Dodgeball Federation
Acquisition and successful integration of certain assets of The Hook Group Limited ("The Hook"), one
of the largest youth-focused media groups with over 14 million followers across social media including
almost 1 million followers on TikTok
Successful revenue diversification across social platforms with content now distributed across Snapchat,
TikTok, Facebook, Instagram and YouTube
Growth in YouTube revenues of 16.9% to £6.2 million, compared to £5.3 million in 2019
Renewed focus around the Group’s 3 key pillars of a social marketing agency, a network of YouTube
channels that we manage on behalf of our partners, and a portfolio of social first media brands
Rationalisation completed to align with refined Group proposition and reduce cost base, with monthly
staff costs (before bonuses and restructuring costs) reduced by 50% from the start of 2020
* 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.
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BRAVE BISON GROUP PLC
CHAIRMAN’S REPORT
For the year ended 31 December 2020
Chairman’s Report
2020 was a year of two halves, with the fallout from the pandemic presenting our business with a number of
challenges. Marketing and advertising budgets are often one of the first things to be cut in times of economic
uncertainty and very quickly we saw the volume and value of programmatic advertising on our media network
fall sharply. Similarly, many of our existing clients paused, deferred or cancelled scheduled projects leaving us
with a reduced pipeline of work. The first half of the year therefore saw YoY revenues down significantly and an
adjusted EBITDA loss of £0.4 million (H1 2019 adjusted EBITDA profit of £0.2 million).
Despite what was an incredibly tumultuous few months between March and June, our people and business
displayed incredible resilience throughout. We acted quickly to meet the requirements of the new normal by
reducing headcount and by working closely with suppliers to reduce costs and conserve cash. We implemented
new processes and tools that allowed our staff across the UK and Singapore to work from home safely and
effectively. At the same time, we refined our Group proposition to focus on three core areas for sustainable
growth: our social marketing agency; our network of YouTube channels that we manage on behalf of more than
600 partners and our portfolio of social-first media brands.
Alongside the repositioning and restructuring of the Group, we saw an opportunity to acquire the assets of The
Hook, a leading social media and marketing business. Launched in 2014, The Hook has grown rapidly into one
of the largest youth-focused media groups in the UK partnering with global brands to create high-quality social
content. With over 14 million followers across all of the major social platforms, The Hook’s namesake
entertainment and comedy channels are renowned for standout original content covering all areas of popular
culture. With its highly engaged millennial and Gen Z audiences, The Hook has quickly become one of our
flagship media properties and a platform from which to grow our media network and digital content studio.
With a refined proposition and a leaner and more agile operating model we entered the second half of the year in
a much stronger position. We quickly found that whilst marketing budgets were some of the first things to be cut
by businesses going into lockdown, digital marketing specifically became one of the first things businesses
returned to (and even increased) as soon as economies began to stabilise. Whereas traditional marketing
campaigns (TV, print, outdoor) take months to plan and execute, digital marketing can be delivered much more
rapidly, making it more effective for clients looking to adapt quickly and leverage data to navigate the global
context.
Our social marketing agency won and delivered a number of campaigns for new global clients including
Panasonic, Vodafone, Pernod Ricard and Lark, part of ByteDance. As well as consulting brands on how to
navigate the social landscape and helping to manage media budgets across the various social platforms, we have
developed a new and compelling offering centred around influencer marketing. This is a new and growing form
of social media marketing that involves endorsements and product placements from ‘influencers’ or people that
have a purported level of knowledge or social influence in their field. Our social marketing agency is now well
placed to benefit from clients moving their advertising and marketing budgets away from traditional channels
and into digital and social channels, a trend that has been accelerated by COVID-19 and the digitisation of
services. By combining social strategy and content production with social media management and performance-
lead influencer marketing, we now have the ability to win and deliver large scale projects that have a big impact
on the top and bottom line, as well as the opportunity to work with clients on a longer-term basis and build out a
base of recurring income.
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BRAVE BISON GROUP PLC
CHAIRMAN’S REPORT
For the year ended 31 December 2020
Across our own media network and portfolio of managed YouTube channels, we launched a slate of new
programming, signed new contracts and renewed existing ones. The Hook released a new original content series
called ‘Sex Drive’ featuring well-known Love Island and Netflix stars. The series, an intergenerational comedy
that explores modern relationships through a series of Carpool Karaoke-style conversations between millennial
celebrities and a family member, grossed millions of views across Facebook and Instagram. On Snapchat, we
grew our portfolio of shows, launching the celebrated ‘Art Ink’ series and increased the number of episodes we
release every week for a number of our shows. We renewed contracts with some of our biggest YouTube
partners including Link Up TV, PGA Tour and Alofoke Group giving us a base of reoccurring income and a
platform from which to grow and develop our YouTube business further.
The results for the second half of the year, including generating positive cashflow of over £0.6 million and an
adjusted EBITDA of £0.5 million, mark encouraging progress for Brave Bison as we build a media and
marketing group for the future. The Group is well capitalised, led by an experienced and committed management
team, and is positioned well to benefit from the growth in digital advertising and the proliferation of social
content over the next decade. As well as growing organically, we are excited at the prospect of expanding our
Group via targeted acquisitions that would enhance our digital capabilities for clients and broaden our media
network across new audiences and platforms. Brave Bison is an attractive platform for those entrepreneurs and
founders looking to scale their companies and it is clear we are open for business. We look forward to making
progress in 2021 and beyond.
Oliver Green
Executive Chairman, Brave Bison Group plc
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BRAVE BISON GROUP PLC
CFO’S REPORT
For the year ended 31 December 2020
CFO’s Report
Trading Results
The Group’s primary activity is that of a digital media and marketing group. Within this we recognise two main
revenue streams. Firstly, there is advertising revenue on our portfolio of social-first media brands, as well as
from third party channels that we manage on YouTube. Secondly, there are fee-based revenue streams from our
social marketing agency, consisting of revenue from branded content and influencer campaigns, as well as
licensing our existing content.
2020 has been a year of change for Brave Bison, against a challenging backdrop of the global pandemic and
corresponding reductions in advertising budgets. The refreshed Board and management team have been able to
react quickly to these challenges, restructuring the business in keeping with a renewed operational focus and
delivering a leaner and more nimble operation. This has meant we have been able to deliver an adjusted
EBITDA profit of £0.1 million (2019: £0.4 million loss) for the year.
Our revenue decreased by 14% to £14.5 million (2019: £16.8 million). A significant proportion of the decrease
related to a reduction in revenue from Facebook to £4.1 million (2019: £6.4 million). Revenues from Facebook
decreased sharply from April 2019 as a result of a change in Facebook’s monetisation policies, so 2020 is the first
year that the full impact of that is evident. We have since diversified across an increased number of platforms
which will help reduce our exposure to events such as platform policy changes in the future. This diversification
is also delivering strong revenue growth on Snapchat, where revenues have increased almost ten-fold to £2.7
million (2019: £0.3 million). Other platforms such as Tiktok and Instagram are yet to be monetised, but we have
significantly grown our presence on these platforms and will be well positioned to grow revenues accordingly
once monetisation is rolled out.
Advertising revenue from YouTube channel management services was impacted by the pandemic in April and
May of 2020, but we were pleased to have seen a better than expected recovery in the second half of the year.
Overall, we saw growth in our YouTube related revenue of 16.9% to £6.2 million (2019: £5.3 million). This is
despite our high number of sports related clients who were unable to run events for large parts of the year, and is
a testament to the ability of our team to adapt their channel management strategy to the circumstances.
Our fee-based revenue stream reduced to £1.4 million (2019: £4.4 million). The majority of these revenues
have historically been driven out of our APAC office, and this was impacted heavily from the beginning of the
year by the pandemic. We had a number of expected projects that were in the travel and tourism industries, and
a number that were tied to the Tokyo Olympics, and as a result we saw a high proportion of our clients postpone
or reduce spend. We did however win some exciting clients during the year such as Panasonic and Lark (part of
ByteDance), and we expect this region to recover in 2021.
Gross profit has decreased by 23% (£1.2 million) to £4.0 million (2019: £5.2 million) in line with the reduction
in overall revenues. The gross profit margin has reduced slightly, primarily because a lower proportion of the
revenue is fee based, which has higher gross profit margins than the advertising revenue from platforms.
The Group has incurred restructuring costs during the year of £0.7 million (2019: £0.6 million), predominantly
as a result of changes in executive staffing. Administration costs dropped significantly as a result to £5.2 million
from £6.6 million, meaning that despite the reduction in revenues, the loss before tax reduced to £2.3 million
(2019: £3.5 million loss). This can be analysed as follows:
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BRAVE BISON GROUP PLC
CFO’S REPORT
For the year ended 31 December 2020
Adjusted EBITDA
Restructuring costs
Loss on disposal of foreign subsidiary
Equity settled share based payments
EBITDA
Finance costs
Finance income
Impairment charge
Depreciation
Amortisation
Loss before tax
2020
£000’s
133
(718)
-
7
(578)
(61)
4
(248)
(527)
(848)
(2,258)
2019
as restated
£000’s
(410)
(649)
(509)
(165)
(1,733)
(22)
85
(757)
(178)
(649)
(3,254)
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 2020 and 2019 fall into the finance costs and depreciation lines as a result of the introduction of IFRS 16
‘Leases’. If the adjusted EBITDA was amended to factor in these costs then this would show an adjusted
EBITDA loss of £0.4 million (2019: £0.6 million loss).
There has been a prior year adjustment of £0.5 million relating to foreign subsidiaries which were liquidated in
2019. This represents a correction of the treatment of the balance in the retranslation reserve of these entities
which IAS 21 states needs to be moved to the face of the income statement upon liquidation. There was also an
adjustment of £0.3 million to opening reserves in 2019 relating to subsidiaries liquidated in 2018.
The impairment charge of £0.2 million (2019: £0.8 million) relates to the right of use asset, which has reduced in
value as a result of the pandemic and resulting lockdown meaning that the office cannot be used. We expect the
charges in 2021 for the rest of the lease term (until the end of September 2021) to be commensurate with what
we expect from any new lease arrangements after that date.
The amortisation charge includes £0.8 million relating to customer relationships where we amended the estimate
of the useful economic life of these assets to 5 years rather than 10 years as the Directors felt this was a more
accurate reflection of the average length of a customer relationship in our industry.
Statement of Financial Position
The Group ended the year with £2.8 million in cash and cash equivalents (2019: £4.2 million). The Group had
cash outflow of £1.5 million in 2020 (2019: £1.1 million outflow). The Group was cashflow positive in the
second half of 2020 (£0.6 million cash inflow), and will be looking to maintain positive cashflow in 2021.
The Group is carrying intangible assets of £0.1 million (2019: £0.8 million). The Group capitalised spend of £0.2
million (2019: £0.3 million) on the purchase of the social media assets of The Hook, a youth-focused social
media brand, which gives us an enhanced presence on all major social media platforms, with over 14 million
followers.
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BRAVE BISON GROUP PLC
CFO’S REPORT
For the year ended 31 December 2020
Key performance indicators
Revenue
Operating loss
Cash and cash equivalents
Adjusted EBITDA
EBITDA
Employees
2020
£000’s
2019
£000’s
14,486
16,813
(2,201)
(2,790)
2,754
133
4,249
(410)
(578)
(1,733)
Headcount at year-end including contractors has decreased to 44 (2019: 70) as a result of the restructuring. Of
these 24 were male and 20 were female. Of the senior members of management, 4 were male and 3 were female.
Section 172 compliance
Section 172 of the Companies Act 2006 requires the Directors to act in a way that they consider would be most
likely to promote the success of the Group for the benefit of its members as a whole, and in doing so have
regard to the various stakeholders. Our key stakeholders, and the way in which we engage with them are set out
below.
Investors
Details of our approach towards investor relations are set out in the Statement of Corporate Governance. The
Board are in regular communication with the major shareholders, and the Company’s Annual General Meeting is
open to all shareholders.
Employees
We encourage openness and communication throughout the Group, and are committed to being a responsible
employer. We hold monthly meetings for all employees where we communicate key events and decisions, and all
staff have clear objectives and regular meetings with their line manager.
Platforms
We have a dedicated member of staff to manage our relationships with the various social media platforms that
we work with. We have regular meetings with them, and have adapted in response to any shifts in their policies.
Clients
We work closely with all our clients from the brands who commission content, to the owners of the YouTube
channels that we manage.
Suppliers
We are committed to treating our suppliers fairly and conducting business in an ethical fashion.
7
BRAVE BISON GROUP PLC
CFO’S REPORT
For the year ended 31 December 2020
Social and Environment
As far as the directors of the Group are aware, the Group’s business does not cause a disproportionately adverse
impact on the environment. Further details of our social and environmental initiatives are set out within the
Company’s Statement of Corporate Governance.
Philippa Norridge
Chief Financial Officer, Brave Bison Group plc
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BRAVE BISON GROUP PLC
RISKS AND UNCERTAINTIES
For the year ended 31 December 2020
Principal risks and uncertainties
Industry risk
The Group operates within competitive markets. The Board believes that it has adopted a competitive business
strategy. However, the Group’s business, results, operations and financial condition could be materially adversely
affected by the actions of its competitors and suppliers. The Group’s competitors could bring superior scale,
better known brands, deeper experience or more compelling products to bear against the Group’s existing and
potential business. Intense competition could increase pricing pressure in the market, manifested, for example,
through declining revenue shares, or increased reliance on the payment of advances ahead of commercial deals.
If the Group is not able to compete successfully against existing or future competitors, its competitive position,
business, financial condition and results of operations may be adversely affected.
The Group operates its business using large international technology platforms that it does not own and which
are subject to external factors beyond its control. An example of this is the change to Facebook policy which
resulted in the demonetisation of some of our pages in 2019. Such things happen from time to time in the
sectors in which the Group operates and could therefore impact upon the Group. With advertising revenues
from these platforms representing 90% of 2020 total revenues, the Group is vulnerable to such industry risks. In
order to mitigate these risks, the Group is diversifying across a number of different platforms and maintaining
close relationships with the platforms.
Technological innovation is progressing quickly and the Group may fail to keep pace or make the wrong choices
Customer preferences across the breadth of the Group’s platform and commercial offerings are subject to fast
and relatively unpredictable change, as advances in technology progress. Recent changes have included
proliferation of device types, operating systems, video formats and delivery methods. Further changes are
difficult to predict. If the Group fails to adapt sufficiently quickly to any changes, there is a risk that revenue will
be lost and ultimately that its proposition will become less competitive in the market. Technology may progress
to the point that in-house bespoke solutions become so efficient to build and adapt that the Group’s proposition
may become obsolete, which would materially adversely affect the Group’s business, financial condition and/or
operating results.
Failure to retain key executives, officers, managers and technical personnel could adversely affect the Group’s operating and financial
performance
Retaining and motivating technical and managerial personnel is a critical component of the future success of the
Group’s business. The departure of, or inability to replace quickly, any of the Group’s relatively small number of
executive officers or other key employees could have a negative impact on its operations. In the event that future
departures of employees occur, the Group’s ability to execute its business strategy successfully, or to continue to
provide services to its customers and users or attract new customers and users, could be adversely affected. The
performance of the Group depends, to a significant extent, upon the abilities and continued efforts of its senior
management. The loss of the services of any of the key management personnel or the failure to retain key
employees could adversely affect the Group’s ability to maintain and/or improve its operating and financial
performance.
The Group cannot be certain that it will maintain operating cashflow generation
Any adverse events relating to the Group’s business, a significant delay in the introduction of anticipated new
revenue streams, or a shortfall in such revenue streams in relation to the Group’s expectations, would have an
immediate adverse effect on the Group’s business, operating results and financial condition. Whilst the Group
has made significant progress in diversifying its revenue streams and making significant cost savings in order to
return to operating cashflow generation in the second half of 2020, there can be no assurance that the Group will
be able to maintain this in the event of a revenue downturn to generate positive cashflows in any future period.
The Group is subject to the risks inherent in the operation of a small and evolving business. It may not be able
to successfully address these risks.
9
BRAVE BISON GROUP PLC
RISKS AND UNCERTAINTIES
For the year ended 31 December 2020
Intellectual property risk
The Group’s ability to compete effectively is highly dependent on its ability to protect its software, commercial
offerings and trade secrets from unauthorised use. Brave Bison believes that it has taken appropriate measures to
protect itself to date (including copyrights, trademarks, non-disclosure agreements, etc.). However, the
protection provided by these intellectual property rights, confidentiality and contractual restrictions is limited and
varies between the UK and other countries. There can be no guarantee that these protections may be adequate to
prevent competitors from taking commercial advantage of unauthorised disclosure of the Group’s sensitive
business information. Similarly, these protections may not prevent competitors from copying, reverse
engineering or independently re-creating the Group’s products, services and technologies to create similar
offerings.
In addition, as the volume of content that the Group distributes increases, claims relating to ownership of
content may increase. Any claims, regardless of their merit, could be expensive and time-consuming to defend.
Since its inception, the Group has prioritised protection of its Intellectual Property, primarily that generated by
its staff. Robust employment contracts protect internally generated IP whilst commercial contracts as well as
non-disclosure contracts protect the Group’s IP from external parties. The Group does not sell or distribute its
software, thereby making reverse engineering more difficult.
Brexit
There remains uncertainty around the impact of Brexit now the transition period is over. This could adversely
impact the United Kingdom’s economy and make it harder to attract skilled workers from the European Union.
The Group is partially insulated against any downturn in the United Kingdom advertising market by the fact that
the majority of the Group’s Facebook and YouTube views are from outside of the United Kingdom.
Coronavirus
The outbreak of the Coronavirus globally may continue to have an adverse impact on revenues. This could be
either due to delays to production of branded content, or as a result of it impacting on our clients’ and
advertiser’s marketing budgets. We continue to monitor and update forecasts constantly as the situation
develops.
There is also the risk of disruption if there are any employees who are taken sick, or as a result of lockdowns.
There are business continuity plans in place and being continually updated as a result of the latest guidance and
developments. We have shown that we can manage content production despite lockdowns, and as a business we
are able to function effectively with all employees working from home.
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 principal financial risks faced by the
Group are foreign currency, credit and liquidity risks. The policies and strategies for managing these risks are
summarised below.
Foreign currency risk
Transactional foreign currency exposures arise from both the export of services from the UK to overseas clients,
and from the import of services directly sourced from overseas suppliers. The Group is primarily exposed to
foreign exchange in relation to movements in sterling against the US Dollar, Singapore Dollar and Euro. The
Group does not use derivatives to hedge translation exposures. All gains and losses are recognised in the income
statement on translation at the reporting date.
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BRAVE BISON GROUP PLC
RISKS AND UNCERTAINTIES
For the year ended 31 December 2020
Credit risk
The Group's principal financial assets are cash and cash equivalents and trade and other receivables. Whilst the
Group had two clients during 2020 whose revenue accounted for over 10% of total revenue these self-bill and
pay monthly which limits the credit risk. The Group, by policy, routinely assesses the financial strength of its
clients. The Group has no significant concentration of credit risk at the balance sheet date and continues to
monitor and manage its exposure. The maximum exposure to credit risk is that shown within the balance sheet.
All amounts are short term and management consider the amounts to be of good credit quality.
Liquidity / funding risk
The Group’s funding strategy is to ensure a mix of funding sources offering flexibility and cost effectiveness to
match the requirements of the Group. Operating subsidiaries are financed by the Group. The Group is primarily
funded through equity finance provided by the shareholders.
The Strategic Report was authorised for issue by the Board of Directors on 27 April 2021 and was signed on its
behalf by:
Oliver Green
Executive Chairman, Brave Bison Group plc
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BRAVE BISON GROUP PLC
REPORT OF THE DIRECTORS
For the year ended 31 December 2020
Report of the Directors
The directors are pleased to present their report to shareholders and the audited financial statements for the year
ended 31 December 2020.
The preparation of the Group’s financial statements is in compliance with IFRS as adopted by the European
Union and gives a true and fair view of the assets, liabilities, financial position and loss of the Group. The Group
financial statements consolidate the financial statements of Brave Bison Group plc and its subsidiaries.
Results and dividends
The results for 2020 are set out in the consolidated income statement and consolidated statement of
comprehensive income.
The directors do not propose payment of a dividend for 2020 (2019: £nil).
Review of the period
A comprehensive analysis of the Group’s progress and development is set out in the Strategic Report. This
analysis includes comments on the position of the Group at the end of the financial period.
Significant events
Paul Marshall resigned as a non-executive director effective 20 January 2020.
Miriam Mulcahy resigned as a non-executive director effective 31 January 2020.
Paul Campbell White resigned as Chief Financial Officer on 4 February 2020.
Philippa Norridge was appointed as Chief Financial Officer on 5 February 2020
Matthew Law was appointed as a non-executive director on 17 February 2020.
Kate Burns resigned as Chief Executive Officer on 11 June 2020.
Significant shareholdings
As at 31 December 2020, the following investors held more than 3% of the issued shares in the capital of Brave
Bison Group Plc:
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BRAVE BISON GROUP PLC
REPORT OF THE DIRECTORS
For the year ended 31 December 2020
Shareholder
Number of Shares
% of Total Issued Share Capital
Tangent Marketing Services Limited *
167,468,473
27.3%
James Russell DeLeon+
97,132,017
15.9%
CIP Merchant Capital Limited
71,846,407
11.7%
Simon Davies
MMC Ventures
47,700,000
31,308,377
7.8%
5.1%
* Of these Shares, 166,416,059 are held by Tangent Marketing Services Limited, and 1,052,414 are held by Oliver
Green (director and shareholder of Tangent Marketing Services Limited)
+ Of these Shares, 30,000,000 are held in James Russell DeLeon’s own name, 56,014,648 are held by Vesuvius
Limited and 11,117,369 are held by Plum Tree Limited. James Russell DeLeon is the ultimate controlling party
of Vesuvius Limited and Plum Tree Limited.
The directors’ interests are shown in the remuneration report.
Related party transactions
Details of all related party transactions are set out in Note 28 to the Financial Statements.
Corporate governance
The Directors’ statement on Corporate Governance is set out on pages 17 to 22 and forms part of this report.
13
BRAVE BISON GROUP PLC
REPORT OF THE DIRECTORS
For the year ended 31 December 2020
Going concern assessment
The consolidated financial statements have been prepared on the going concern basis on the assumption that the
Group continues in operational existence for the foreseeable future.
The Directors have prepared detailed cash flow projections (“the Projections”), for at least twelve months from
the date of approval of these financial statements, which are based on their current expectations of trading
prospects, and accordingly the Directors have concluded that it is appropriate to continue to adopt the going
concern basis in preparing these financial statements. Further information is provided in Note 2.1 of these
Financial Statements.
The Directors are confident that the Group’s forecasts are achievable, and are committed to taking any actions
available to them to ensure that any shortfall in forecast revenues is mitigated by cost savings.
Accordingly the going concern basis of accounting has been adopted in preparing these consolidated financial
statements.
Strategic outlook
The Board believes that the refreshed strategic focus on the 3 key pillars of our social marketing consultancy, our
network of YouTube channels which we manage on behalf of clients, and our portfolio of social first media
brands will deliver long term value for the Group.
Directors
The directors, who served during the year, were as follows:
Oliver Green
Paul Marshall
Miriam Mulcahy
Paul Campbell-White
Philippa Norridge
Matthew Law
Kate Burns
Resignation effective 20 January 2020
Resignation effective 31 January 2020
Resignation effective 4 February 2020
Appointed 5 February 2020
Appointed 17 February 2020
Resignation effective 11 June 2020
14
BRAVE BISON GROUP PLC
REPORT OF THE DIRECTORS
For the year ended 31 December 2020
At the year end, two of the Company’s Directors are male and one is female.
Statement as to disclosure of information to auditors
So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the
Companies Act 2006) of which the Group's auditor is unaware, and each Director has taken all the steps that he
ought to have taken as a Director in order to make himself aware of any relevant audit information and to
establish that the Group's auditor is aware of that information.
Auditors
Moore Kingston Smith LLP were appointed as auditors on 23 November 2020 and, having expressed their
willingness to continue in office, will be proposed for reappointment at the forthcoming Annual General
Meeting in accordance with section 489 of the Companies Act 2006.
On behalf of the Board
Oliver Green
Executive Chairman, Brave Bison Group plc
15
BRAVE BISON GROUP PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
For the year ended 31 December 2020
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have prepared the Group financial statements in accordance with International Financial Reporting
Standards IFRS as adopted by the European Union and elected to prepare the parent Group financial statements
in accordance with the FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland.
Under company law the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and Group and of the profit or loss of the
Company and Group for that period. In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable IFRS/UK accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group
and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Group and, hence, for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The directors confirm that:
so far as each director is aware, there is no relevant audit information of which the Company’s auditor is
unaware; and
the directors have taken all the steps that they ought to have taken as directors in order to make
themselves aware of any relevant audit information and to establish that the Company’s auditor is aware
of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Group’s website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
Oliver Green
Executive Chairman, Brave Bison Group plc
16
BRAVE BISON GROUP PLC
STATEMENT ON CORPORATE GOVERNANCE
For the year ended 31 December 2020
Statement on Corporate Governance
Brave Bison Group plc (“Brave Bison”, “Group”, or the “Company”) formally adopted the Quoted Companies
Alliance Corporate Governance Code (the Code) in July 2018. The Company is committed to maintaining and
promoting robust corporate governance structures and processes to support its long-term success.
The statement set out below describes the corporate governance principles applied by the Group.
The Board constitution and procedures
As at 31 December 2020, the Board comprised the following: (i) the Executive Chairman, Oliver Green who was
appointed as a Non-Executive Director on 20 December 2019, interim Chairman from 31 December 2019, and
Executive Chairman from 11 June 2020; (ii) the Chief Financial Officer, Philippa Norridge, who was appointed
as interim Chief Financial Officer on the 5 February 2020 and who became permanent on 1 May 2020; and (iii) a
Non-Executive Director Matthew Law, who was appointed on 17 February 2020. Matthew Law is considered to
be an independent Non-Executive Director.
As previously stated by Brave Bison, the Company intends to appoint a further independent Non-Executive
Director in due course.
The Company and major shareholder Tangent Marketing Services Limited have entered into a Relationship
Agreement which outlines the principles of any transactions or interactions between them and those Directors
who are Directors of both companies.
The Group’s Chief Financial Officer Philippa Norridge has served as the Group’s Company Secretary since 4
September 2020.
Board operation
Oliver Green is serving as Executive Chairman, following the resignation of Kate Burns as Chief Executive
Officer on 11 June 2020.
Executive Chairman
The Executive Chairman provides leadership to the Board. Working together with the Company Secretary, the
Executive Chairman is responsible for setting the agenda for Board meetings, ensuring that the Board receives
the information that it needs to properly participate in Board meetings in a timely and user-friendly fashion and
that the Board has sufficient time to discuss issues on the agenda.
The Executive Chairman is also responsible for leadership of the Company’s senior management team and its
employees on a day to day basis. In conjunction with senior management, the Executive Chairman is responsible
for the execution of strategy approved by the Board and the implementation of Board decisions.
How the Board functions
The Board is collectively responsible for the long-term success of the Group. The Board provides
entrepreneurial leadership for Brave Bison within a framework of prudent and effective controls which enables
risk to be assessed and managed. The Board considers the management team’s proposals for strategy and,
following a consideration of those proposals, determines Brave Bison’s strategy and ensures that the necessary
resources are in place for management to execute that strategy. Further details on Brave Bison’s business model
and strategy can be found within the Strategic Report on pages 3 – 8 of this document.
17
BRAVE BISON GROUP PLC
STATEMENT ON CORPORATE GOVERNANCE
For the year ended 31 December 2020
An important part of the Board’s role is the review of management performance. The Company’s process for
evaluating the effectiveness of the Board and Directors’ performance comprises an annual internal review of
executive and non-executive directors’ performance and a triennial review of Board performance by external
providers. The results of such reviews are used to determine whether any alterations are needed or whether any
additional training would be beneficial.
During 2020 the Board met on 10 occasions, the Remuneration Committee met on 2 occasions and the Audit
Committee met on 2 occasions.
Non-Executive Directors are required to devote at least 2 days (on average) per month to their directors’ duties
whereas Executive Directors are full time employees of the Company.
The table below shows the number of meetings attended by each director during 2020.
Board Meetings Remuneration Committee
Meetings
Audit Committee
Meetings
1
Director
Oliver Green
Paul Marshall*
Miriam Mulcahy**
Paul Campbell White***
Philippa Norridge****
Matthew Law*****
Kate Burns******
10
1
1
1
9
9
6
2
2
* Resignation effective 20 January 2020
** Resignation effective 31 January 2020
*** Resignation effective 4 February 2020
**** Appointed 5 February 2020
***** Appointed 17 February 2020
****** Resignation effective 11 June 2020
Board meetings are usually held at Brave Bison’s registered office. Directors are provided with comprehensive
background information for each meeting and all directors have been able to participate fully and on an
informed basis in the Board decisions. In addition, certain members of the senior management team have been
invited to attend the whole or parts of the meetings to deliver reports on the business. Any specific actions
arising during meetings are agreed by the Board and followed up and reviewed at subsequent Board meetings to
ensure their completion.
During the year, the Board has not sought external advice on any significant matters, however the Board has
advisors at its disposal should such matters arise, including, without limit, the Company’s nominated adviser and
broker, lawyers and other professional advisors.
18
BRAVE BISON GROUP PLC
STATEMENT ON CORPORATE GOVERNANCE
For the year ended 31 December 2020
Responsibility and delegation
The Board has specifically reserved a number of matters for its consideration and approval. These include:
● Overall leadership of Brave Bison and setting Brave Bison’s values and standards
● Approval of Brave Bison’s long-term objectives and commercial strategy
● Approval of the annual operating and capital expenditure budgets and any changes to them
● Major investments or capital projects
● The extension of Brave Bison’s activities into any new business or geographic areas
● Any decision to cease any material operations
● Changes in Brave Bison’s capital structure or management and control structure
● Approval of the annual report and accounts and preliminary and half-yearly financial statements
● Approval of treasury policies, including foreign currency exposures and use of financial derivatives
● Ensuring the maintenance of a sound system of internal control and risk management (further details of
which are included in the Risks and Uncertainties section of the Strategic Report on pages 9-11 of this
document)
● The entering into of agreements that are not in the ordinary course of business or material strategically
or by reason of their size
● Changes to the size, composition or structure of the Board and its committees
The Board has delegated certain of its responsibilities to committees. During the year under review the
committees were constituted as follows:
● The Audit Committee, comprising Paul Marshall until 20 January 2020, Oliver Green until 11 June 2020,
and Matthew Law (Committee Chair) from 17 February 2020; and
● The Remuneration Committee, comprising Oliver Green until 11 June 2020, and Matthew Law
(Committee Chair) from 17 February 2020.
The Terms of Reference for each of the committees are available to view on Brave Bison’s website:
www.bravebison.io/investors/corporate-governance. Owing to the size and business of the Company, the Board
does not consider it appropriate or beneficial to shareholders to include an Audit Committee report in this
document. The report from the Remuneration Committee can be found on pages 23 – 26 of this document.
19
BRAVE BISON GROUP PLC
STATEMENT ON CORPORATE GOVERNANCE
For the year ended 31 December 2020
Board tenure
Oliver Green was appointed as a director of Brave Bison Group plc by the Board after the 2020 AGM which
was held on 17 June 2020. He is therefore retiring in accordance with article 30.2 of the Company’s articles of
association and, being eligible, is offering himself for reappointment as a director at the AGM to be held in 2021.
Philippa Norridge was appointed as a director of Brave Bison Group plc by the Board after the 2020 AGM
which was held on 17 June 2020. She is therefore retiring in accordance with article 30.2 of the Company’s
articles of association and, being eligible, is offering herself for reappointment as a director at the AGM to be
held in 2021.
Matthew Law was appointed as a director of Brave Bison Group plc by the Board after the 2020 AGM which
was held on 17 June 2020. He is therefore retiring in accordance with article 30.2 of the Company’s articles of
association and, being eligible, is offering himself for reappointment as a director at the AGM to be held in 2021.
The Board has collectively agreed that the directors proposed for re-election have made significant contributions
to the business and have key roles to play in determining Brave Bison’s future strategy.
Insurance and indemnity
In accordance with Article 54 of the Brave Bison’s articles of association, Brave Bison’s directors and officers are
entitled to an indemnity from Brave Bison against liabilities incurred by them in the actual or purported exercise
of their duties, or exercise of their powers including liability incurred in defending any proceedings (whether civil
or criminal) which relate to anything done or omitted to be done and in which judgment is given in his favour, or
in which he is acquitted, or which are otherwise disposed of.
In addition, Brave Bison has purchased and maintains directors’ and officers’ liability insurance cover against
certain legal liabilities and costs for claims incurred in respect of any act or omission in the execution of their
duties and which has been in place throughout the year.
Board balance
The Board comprises individuals with wide business experience gained in various industry sectors related to
Brave Bison’s business and it is the intention of the Board to ensure that the balance of the directors reflects the
changing needs of that business. The Board considers that it is of a size and has the balance of skills, knowledge,
experience and independence that is appropriate for Brave Bison’s business. While not having a specific policy
regarding the constitution and balance of the Board, potential new directors are considered on their own merits
with regards to their skills, knowledge, experience and credentials. Female candidates or candidates from any
particular ethnic or national background would each be considered equally.
The Non-Executive Director contributes his considerable experience and wide-ranging skills to the Board and
provide a valuable independent perspective; where necessary constructively challenging proposals, policy and
practices of executive management. In addition, the Non-Executive Director has assisted in formulating Brave
Bison’s strategy from an independent perspective.
Oliver Green (Executive Chairman) has worked in digital marketing and technology for the last eight years
across a range of sectors including FMCG, Technology, B2B and Automotive. Oli most recently worked as
Chief Executive Officer at Tangent Marketing Services Limited, a Top 100 digital marketing agency. Clients
have included Amazon, Sky, PepsiCo, SAP, IWG, Carlsberg and Group PSA. Oli has advised on strategy across
projects such as digital transformation, conversion rate optimisation and social marketing. Oli was recently listed
on Campaign US’ annual #MediaWeek 30 under 30 for 2020.
20
BRAVE BISON GROUP PLC
STATEMENT ON CORPORATE GOVERNANCE
For the year ended 31 December 2020
Philippa Norridge (CFO and Executive Director) has a wealth of relevant experience, having spent the last 16
years working in the media and marketing services sector. After graduating from Oxford University, Philippa
went on to qualify as a chartered accountant with Kingston Smith (now Moore Kingston Smith), leading audits
and projects in their specialist media and marketing division. Philippa has since held senior finance roles at a
number of marketing services firms, including Finance Director at leading independent agency Albion Brand
Communications and global agency group MullenLowe Profero.
Matthew Law (Non-Executive Director) has 20 years' experience working in brand marketing and advertising,
with a particular focus on the use of emerging digital technology. Matt is currently a partner and Chief Operating
Officer of Outlier Ventures which focuses on assisting business founders in the digital services sector, providing
specialist advice on business strategy and continuing and maintaining growth. Prior to this, Matt worked as
Global Chief Operating Officer at independent agency network AnalogFolk, which assists companies in using
digital technology to advance their brands. Whilst at AnalogFolk, Matt developed the content marketing
business, leading to the agency winning awards with the Webby's, Drum Content Awards, Cannes among others.
He was responsible for business planning, growth, talent and expansion strategy for the network, including the
launch of a new subsidiary and office in Shanghai. Matt has worked with clients including the Guardian, BBC,
Vodafone, HSBC, Nike, Unilever, Pernod Ricard and Sainsbury's.
Relationship with shareholders
Primary responsibility for effective communication with shareholders lies with the Executive Chairman, but all
Brave Bison’s directors are available to meet with shareholders throughout the year. The Executive Chairman
and Chief Financial Officer have been active in meeting with and preparing presentations for analysts and
institutional investors. Brave Bison endeavours to answer all queries raised by shareholders promptly, where
appropriate to do so.
Investor relations (IR) and communications
Brave Bison’s Chairman has attended a number of industry conferences and regularly meets or is in contact with
existing and potential institutional investors.
Whenever required, the Executive Directors and the Chairman communicate with Brave Bison’s brokers to
confirm shareholder sentiment and to consult on particular governance issues.
In the period since Brave Bison’s admission to AIM, regulatory announcements have been released informing
the market of certain Company matters. Copies of these announcements, together with other IR information and
documents, are available on Brave Bison’s website: www.bravebison.io.
The Company seeks to achieve the highest ethical standards and behaviours in conducting its business, with
integrity, openness, diversity and inclusiveness being high priority from the Board to senior management and
throughout the workforce.
We have adopted a formal equal opportunities policy which is contained in our employee handbook. The aim of
the policy is to ensure no job applicant, employee or worker is discriminated against either directly or indirectly
on the grounds of race, sex, disability, sexual orientation, gender reassignment; marriage or civil partnership;
pregnancy or maternity; religion or belief or age.
In conducting our business and developing strategy we have placed greater emphasis on social and
environmental considerations, embarking on a number initiatives including:
21
BRAVE BISON GROUP PLC
STATEMENT ON CORPORATE GOVERNANCE
For the year ended 31 December 2020
setting up a social responsibility workforce that meets monthly to discuss how we as a business can
improve;
running diversity and inclusion and unconscious bias training for all staff;
monthly ‘Lunch & Learn’ sessions where we have guest speakers from various sectors and backgrounds;
and
encouraging employees to take two paid days to volunteer in the local community.
Summary
In presenting this report the Board is confident that it has presented a balanced and understandable assessment
of Brave Bison’s position and prospects.
Oliver Green
Executive Chairman, Brave Bison Group plc
22
BRAVE BISON GROUP PLC
DIRECTORS’ REMUNERATION REPORT
For the year ended 31 December 2020
Directors’ Remuneration Report
The Remuneration Committee considers and evaluates remuneration arrangements for senior managers and
other key employees and makes recommendations to the Board. The purpose is to support the strategic aims of
the business and shareholder interest, by enabling the recruitment, motivation and retention of key employees
while complying with the requirements of regulatory and governance bodies.
The Committee's report, which is unaudited, except where indicated, is set out below.
The Committee
The Committee held two meetings during the year, both chaired by Matthew Law. Miriam Mulcahy was a
member of the committee until her resignation on the 31 January 2020. The members of the Committee have
no personal interest in the outcome of their decisions and give due regard to the interests of shareholders and to
the continuing financial and commercial health of the business.
Remuneration policy
The policy of the Board is to attract, retain and motivate the best managers by rewarding them with competitive
compensation packages linked to the Group's financial and strategic objectives. The components of
remuneration for Executive Directors currently comprise base salary, benefits, bonus and participation in the
Group's Share Option Plan.
Base salary
The Group aims to provide salaries which are fair and reasonable in comparison with companies of a similar
size, industry, complexity and international scope. When making salary determinations, the Committee takes into
account not only competitive performance but also each executive's individual performance and overall
contribution to the business during the year.
Annual bonus
Bonuses are currently based on performance against the Group's strategic and financial objectives and provide
for an on-target bonus opportunity subject to the achievement of financial performance targets.
Service contracts
Oliver Green
Oliver Green waived his fees during 2020. He entered into a service agreement with the Company on 9
February 2021. The terms of the agreement provide for, amongst other things, (i) salary of £50,000 per annum,
payable in monthly instalments in arrears (such salary to be reviewed annually); (ii) termination upon 12 months’
written notice by the Company; and (iii) surrender by Oliver Green of certain rights to intellectual property
created or developed by Oliver Green whilst an employee of the Company. Oliver Green is also subject to
certain restrictive covenants, which, among other things prevent him from using or disclosing confidential
information otherwise than in the proper course of employment, soliciting or inducing any customers or
suppliers of the Company, persuading or attempting to persuade any employee to terminate their employment
with any member of the Group or being engaged, concerned or interested in any business which is in
competition with the Group, with some exclusions in relation to Tangent Marketing Services Limited.
23
BRAVE BISON GROUP PLC
DIRECTORS’ REMUNERATION REPORT
For the year ended 31 December 2020
Philippa Norridge
Between 5 February 2020 and 1 May 2020 Philippa Norridge was employed by Tangent Marketing Services
Limited, but was working full time as interim Chief Financial Officer for the Company and her salary of
£120,000 per annum was recharged to the Company. Philippa Norridge entered into a service agreement with
the Company on 1 May 2020. The terms of the agreement provide for, amongst other things, (i) salary of
£120,000 per annum, payable in monthly instalments in arrears (such salary to be reviewed annually); (ii)
termination upon 6 months’ written notice by the Company; and (iii) surrender by Philippa Norridge of certain
rights to intellectual property created or developed by Philippa Norridge whilst an employee of the Company.
Philippa Norridge is also entitled to a bonus on a sliding scale of up to a maximum of 50 per cent of her base
salary, upon achieving certain targets as agreed with the Remuneration Committee of the Board including
revenue, EBITDA and qualitative targets. Philippa Norridge is also subject to certain restrictive covenants,
which, among other things prevent her from using or disclosing confidential information otherwise than in the
proper course of employment, soliciting or inducing any customers or suppliers of the Company, persuading or
attempting to persuade any employee to terminate their employment with any member of the Group or being
engaged, concerned or interested in any business which is in competition with the Group.
Kate Burns
Kate Burns, the Company’s former Chief Executive Officer, entered into a service agreement with the Company
with a commencement date of 4 April 2019. The terms of the agreement provided for, amongst other things: (i)
a salary of £200,000 per annum, payable in monthly instalments in arrears (such salary to be reviewed annually);
and (ii) termination upon 12 months’ written notice by the Company. Kate Burns was also permitted: (a) a bonus
of 50 per cent of her base salary, upon achievement of financial objectives determined by the Remuneration
Committee of the Board including Group revenue and EBITDA targets; and (b) a bonus of 50 per cent of her
base salary if and to the extent that the Remuneration Committee (in its absolute discretion) agreed that other
qualitative pre-agreed targets had been met. Kate Burns is also subject to certain restrictive covenants, which,
among other things prevent her from using or disclosing confidential information otherwise than in the proper
course of employment, soliciting or inducing any customers or suppliers of the Company, persuading or
attempting to persuade any employee to terminate their employment with any member of the Group or being
engaged, concerned or interested in any business which is in competition with the Group.
Paul Campbell-White
Paul Campbell-White, the Company’s former Chief Financial Officer, entered into a service agreement with the
Company on 26 October 2017. The terms of the agreement provided for, amongst other things: (i) a salary of
£140,000 per annum, payable in monthly instalments in arrears (such salary to be reviewed annually); (ii)
termination upon 6 months’ written notice by the Company; and (iii) surrender by Paul Campbell-White of
certain rights to intellectual property created or developed by Paul Campbell-White whilst an employee of the
Company. Paul Campbell-White’s salary was increased to £155,000 effective 1 January 2019. Paul Campbell-
White is also entitled to a bonus on a sliding scale of up to a maximum of 50 per cent of his base salary, upon
achieving certain targets as agreed with the Remuneration Committee of the Board including revenue, EBITDA
and qualitative targets. Paul Campbell-White is also subject to certain restrictive covenants, which, among other
things prevent him from using or disclosing confidential information otherwise than in the proper course of
employment, soliciting or inducing any customers or suppliers of the Company, persuading or attempting to
persuade any employee to terminate their employment with any member of the Group or being engaged,
concerned or interested in any business which is in competition with the Group.
24
BRAVE BISON GROUP PLC
DIRECTORS’ REMUNERATION REPORT
For the year ended 31 December 2020
Theo Green
Theo Green was a director and key employee of Brave Bison Limited and was appointed on 28 June 2020. He
waived his salary during 2020. Theo Green entered into a service agreement with the Company on 9 February
2021. The terms of the agreement provide for, amongst other things, (i) salary of £50,000 per annum, payable in
monthly instalments in arrears (such salary to be reviewed annually); (ii) termination upon 12 months’ written
notice by the Company; and (iii) surrender by Theo Green of certain rights to intellectual property created or
developed by Theo Green whilst an employee of the Company. Theo Green is also subject to certain restrictive
covenants, which, among other things prevent him from using or disclosing confidential information otherwise
than in the proper course of employment, soliciting or inducing any customers or suppliers of the Company,
persuading or attempting to persuade any employee to terminate their employment with any member of the
Group or being engaged, concerned or interested in any business which is in competition with the Group, with
some exclusions in relation to Tangent Marketing Services Limited.
Executive Directors
The remuneration of the Executive Directors for 2020 is detailed in the tables below:
Paul Campbell-White
Kate Burns
Philippa Norridge
Oliver Green
Salary,
pension and
healthcare
£000’s
17
100
115
-
Compensation for
loss of office
£000’s
173
214
-
-
Bonus
£000’s
-
-
-
-
Aggregate
Emoluments
£000’s
190
314
115
-
Non-Executive Director Appointment Letter
Each Non-Executive Director entered into a letter of appointment with the Company on substantially the same
terms. Non-Executive Directors are paid fees and the Company shall reimburse their reasonable, authorised and
properly documented expenses that are incurred in the performance of their duties. The Non-Executive Director
may be removed as a Director at any time in accordance with the New Articles or the Companies Act (for
example, by a valid resolution of the Shareholders). The Company may terminate the appointment immediately
in certain circumstances, such as if a material breach of obligations is committed by the Non-Executive Director.
Non-Executive Directors
The Non-Executive Directors serve under Contracts, and have received fees in 2020, as detailed in the table
below:
Paul Marshall (resigned 20 January 2020)
Miriam Mulcahy (resigned 31 January 2020)
Matthew Law (appointed 17 February 2020)
Oliver Green (Executive Director from 11 June 2020)
Oliver Green has agreed to waive his fees for the period.
Fees
£000’s
2
3
27
-
25
BRAVE BISON GROUP PLC
DIRECTORS’ REMUNERATION REPORT
For the year ended 31 December 2020
Share options
Under the group’s share option scheme that was introduced in September 2013, employees and Directors may
be awarded share options. In November 2017 the group introduced a new Restricted Share Unit (“RSU”) plan
under the existing EMI share option scheme.
The vesting of awards is between two and four years from the date of grant, depending on the agreement.
The interests of the Executive Directors in Ordinary Shares subject to awards under this plan as at 31 December
2020 were as follows:
Granted
during the
year
Exercised
during the
year
Lapsed in
the year
Outstanding as
at 31 December
2020 Exercise prices
Vesting Dates
Kate Burns
Paul Campbell-
White
18,165,159
-
18,165,159
-
-
3,347,804
-
-
0.1p Apr 2019–Mar 2022
0.1p
Oct 2017–Oct 2020
None of the Non-Executive Directors had any interests in Ordinary Shares subject to awards under this plan as
at 31 December 2020. Kate Burns’ options granted during the year were committed to in 2019 and the charge
was recognised accordingly.
Directors’ interests
The interests of the Directors in the issued Ordinary Shares as at 31 December 2020 are as follows:
Director
Number of Ordinary Shares
Kate Burns
Paul Campbell-White
Paul Marshall
Oliver Green*
* Tangent Marketing Services Limited also holds 166,416,059 shares and this is a connected party to Oliver
Green.
470,588
1,520,218
1,346,153
1,052,414
Matthew Law
Chair of the Remuneration Committee, Brave Bison Group plc
26
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2020
Independent auditor’s report to the members of Brave Bison Group plc
We have audited the financial statements of Brave Bison Group plc for the year ended 31 December 2020 which
comprises the Consolidated Income Statement and Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated
Statement of Changes in Equity, the Company Balance Sheet, the Company Statement of Changes in Equity and
notes to the financial statements, including a summary of significant accounting policies. The financial reporting
framework that has been applied in the preparation of the group financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting
framework that has been applied in preparation of the parent company financial statements is applicable law and
United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting
Practice).
In our opinion:
the financial statements give a true and fair view of the state of the group’s and of the parent company’s
affairs as at 31 December 2020 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
the parent company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs(UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities
for the audit of the financial statements section of our report. We are independent of the group and the parent
company in accordance with the ethical requirements that are relevant to our audit of the financial statements in
the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the
entity’s ability to continue to adopt the going concern basis of accounting included a review of the detailed cash
flow projections prepared by the directors which are based on their current expectations of trading prospects
and obtaining an understanding of all relevant uncertainties, including those arising as a result of the ongoing
COVID-19 pandemic and the measures taken by the UK and overseas governments to contain it. We have
factored the impact of COVID-19 into our analysis of the risks affecting the ability of the group to continue to
trade and meet its liabilities as they fall due for at least twelve months from the date of approval of the financial
statements.
Despite an overall decrease in cashflow of £1.5 million during the year ended 31 December 2020, the group
achieved a positive cashflow in the second half of the year following the restructuring of the business. The cash
flow projections prepared by the directors indicate that the group will continue to achieve positive cash inflows
throughout 2021. Furthermore, the directors are confident that the group’s cash flow projections and profit and
loss forecasts are achievable, and the directors are committed to taking any actions available to them to ensure
that any shortfall in forecast revenues is mitigated by cost savings.
27
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2020
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a
going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
28
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2020
Key Audit Matter - Group
Incorrect revenue recognition
Revenue is a significant item in the consolidated
income statement and impacts a number of
management’s key judgements, performance
indicators and key strategic indicators.
There is a risk of incorrect revenue recognition
due to fraud or error, arising from:
- recognition of revenue in the wrong period;
- revenue not being recognised in accordance
with IFRS 15 ‘Revenue from Contracts with
Customers’; and
- manipulation of revenues around the year-end
through management override.
We therefore identified incorrect revenue
recognition as a significant risk.
How the matter was addressed in the audit - Group
Our audit work included, but was not restricted to:
- Evaluating the group’s revenue accounting policy to check
compliance with IFRS 15, included assessing the treatment
of each revenue stream under the principal versus agent
criteria to test appropriate gross versus net presentation.
- Performing substantive testing on a sample of individual
revenue transactions throughout the year across the
significant revenue streams to evaluate whether revenue is
recognised in accordance with the contract terms, having
considered the principles of IFRS 15 and the commercial
substance of the contracts.
- Testing procedures included agreeing revenue transactions
selected for testing through to supporting evidence
including sales invoice, contracts and cash receipts.
- Testing a sample of self-billing sales transactions to ensure
that the revenue recognition was correct.
- Reviewing material credit notes, invoices and receipts post
year end.
Performing sales cut off tests to ensure revenue had been
recognised in the correct period.
In addition, we reviewed the adequacy of the disclosures under
IFRS15.
Key observations
During the audit, the directors concluded that the revenue on a
specific contract had been incorrectly recognised on a net
rather than a gross basis. This resulted in a material adjustment
of £1,325,192 to revenue and cost of sales in the income
statement. This adjustment had no impact on the profit or loss
for the year. The directors considered the impact of this
contract on the prior year revenue and cost of sales however
they concluded that the adjustment would not influence the
users of the financial statements and on this basis no
adjustment was posted to restate the comparatives.
From our audit testing, we did not identify any further material
misstatements of revenue.
29
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2020
Key Audit Matter - Group
How the matter was addressed in the
audit - Group
Valuation of intangible assets
The directors are required to make an assessment to
determine whether there are impairment indicators relating
to the group's intangible assets. During the year and
following a strategic review of operations carried out by the
Board, management performed an impairment review in
relation to the group’s online channel content and customer
relationship assets. During the year, the useful economic
life of the customer relationship assets was reassessed and
changed from 10 years to 5 years. This resulted in an
additional amortisation charge of £609,000 and it was
recorded in the Consolidated Income Statement for the
year reducing the carrying amounts of the customer
relationships intangible asset to £nil.
The total net book value of the intangible assets at the year
end was £144,000
Our audit work included, but was not restricted to:
- Obtaining management’s analysis on their
assessment of whether there were any indicators of
impairment.
- Critically assessing the assumptions underpinning
the valuation of online channel content and
customer relationship intangible assets.
- Evaluating the accounting policy and detailed
disclosure to check whether information provided
in the financial statements is compliant with the
requirements of IAS 36 and consistent with the
results of the impairment review.
- We considered the appropriateness of the
amortisation policy for all intangible assets.
The process for assessing whether impairment exists under
International Accounting Standard (IAS) 36 ‘Impairment of
Assets’ is complex. The process of determining the value in
use, through forecasting cash flows related to each asset
and the determination of the appropriate discount rate and
other assumptions to be applied, can be highly judgemental
and can significantly impact the results of the impairment
review.
Key observations
Based on our audit work, we concluded that the
group’s intangible assets are not materially
misstated as the year-end and that management’s
impairment assessment and reassessment of useful
economic life is appropriate.
Based on the judgemental nature of an impairment review
and significant impairment adjustments in prior periods,
we identified impairment of intangible assets as a
significant risk.
30
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2020
Key Audit Matter - Company
Impairment of investments
The directors are required to make an
assessment to determine whether the carrying
value of the parent company’s investments in
subsidiaries balance of £9,088,000 is
recoverable.
The process for assessing whether impairment
exists under Financial Reporting Standard (FRS)
102 is complex. The process of determining the
value in use through forecasting cash flows and
the determination of the appropriate discount
rate and other assumptions to be applied can be
highly judgemental and can significantly impact
the results of the impairment review.
Due to the complex nature of this process, we
identified impairment of investments as a
significant risk.
How the matter was addressed in the
audit - Company
Our audit work included, but was not restricted to:
- Obtaining and recalculating management's cash
flow forecasts utilised in the impairment
assessment;
- Reviewing the board minutes, and holding
discussions with management to understand the
strategy for the investment and expectations going
forward;
- Challenging management’s assumptions utilised in
the impairment models, including cash flow
forecasts, growth rates and discount rates;
- Performing a sensitivity analysis to check whether
management’s forecasts would leave positive
headroom if the assumptions of values increased
or decreased;
- Comparing the calculated value in use for the
investment to the carrying value of its net assets to
check that is not impaired; and
- Evaluating the accounting policy and detailed
disclosures to check whether information provided
in the financial statements is compliant with the
requirements of FRS 102 and consistent with the
results of the impairment review.
Key observations
Based on our audit work, we concluded that the
carrying value of the company’s investment is not
materially misstated at year-end and that
management’s impairment assessment is
appropriate.
In performing our audit work on investments in
subsidiaries, we identified that a prior year
adjustment was required to increase the carrying
value of investments in subsidiaries by £7,016,978
with a corresponding increase in equity. This was
as a result of share-based payment arrangements
granted to employees of subsidiary undertakings
not being accounted for correctly. As a result of
this increase an additional impairment of
£7,016,978 was also recognised as a prior year
adjustment.
31
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2020
Key Audit Matter - Group
Going concern
The global impact of the COVID-19 pandemic
has led to unprecedented levels of uncertainty
of outcomes, with the full range of possible
effects unknown.
Given the historic trading performance and
the impact of COVID 19, going concern is
considered to be a key risk area.
How the matter was addressed in the
audit - Group
Our audit work included, but was not restricted to:
- Reviewing the cashflow projections and profit
and loss forecasts prepared by the directors.
Considering sensitivities over the level of available
financial resources indicated by the Group’s
financial forecasts taking account of reasonably
possible adverse effects that could arise from these
risks individually and collectively. This included
critically assessing and challenging the sensitivities
applied and the mitigating actions applied by
management.
- Reviewing post year end management accounts in
comparison to the cashflow projections and profit
and loss forecasts prepared by the directors.
- Reviewing going concern disclosures.
Key observations
Based on our audit work, we concluded that there
was no material uncertainty in relation to going
concern and the disclosures made in the financial
statements provide sufficient information in this
area.
Other Audit Matters
Translation reserve
Several foreign subsidiaries were either liquidated or sold in the financial years ended 31 December 2018 and 31
December 2019. The foreign exchange reserve in relation to these entities was not accounted for in accordance
with IAS21, where by the cumulative amount of the exchange differences relating to these subsidiaries,
previously recognised in Other Comprehensive Income and accumulated in a separate component of equity,
should be reclassified from equity to profit or loss when the gain or loss on disposal is recognised. This has
resulted in a prior year restatement of £508,719 in 2019 to account for the loss on disposal of foreign
subsidiaries. There was also a restatement of £388,920 to opening reserves in 2019 relating to subsidiaries
liquidated in 2018.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality. We define
materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the
economic decisions of the users of the financial statements. We use materiality to determine the scope of our
audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole.
32
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2020
Due to the nature of the Group we considered income to be the main focus for the readers of the financial
statements, accordingly this consideration influenced our judgement of materiality. Based on our professional
judgement, we determined materiality for the Group to be £115,804, based on a percentage of revenue.
On the basis of our risk assessment, together with our assessment of the overall control environment, our
judgement was that performance materiality (i.e. our tolerance for misstatement in an individual account or
balance) for the Group was 50% of materiality, namely £57,902.
We agreed to report to the Audit Committee all audit differences in excess of £5,790, as well as differences
below that threshold that, in our view, warranted reporting on qualitative grounds. We also reported to the Audit
Committee on disclosure matters that we identified when assessing the overall presentation of the financial
statements.
An overview of the scope of our audit
Our audit approach was a risk-based approach founded on a thorough understanding of the group’s business, its
environment and risk profile. We conducted substantive audit procedures and evaluated the group’s internal
control environment. The components of the group were evaluated by the group audit team based on a measure
of materiality, considering each component as a percentage of the group’s total assets, current assets, revenue
and gross profit, which allowed the group audit team to assess the significance of each component and
determine the planned audit response.
For those components that were evaluated as significant components, either a full scope or specified audit
approach was determined based on their relative materiality to the group and our assessment of the audit risk.
For significant components requiring a full scope approach, we evaluated controls by performing walkthroughs
over the financial reporting systems identified as part of our risk assessment, reviewed the accounts production
process and addressed critical accounting matters. We then undertook substantive testing on significant
transactions and material account balances.
In order to address the audit risks identified during our planning procedures, we performed a full scope audit of
the financial statements of the parent company and of the financial information of Brave Bison Limited. We
performed specified audit procedures over the other component in Singapore and dormant entities.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion
on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
33
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2020
the information given in the Strategic Report and the Directors’ Report for the financial year for which
the financial statements are prepared is consistent with the parent company financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and its environment obtained in the course of the
audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 16, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent
company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of
the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks
of material misstatement due to fraud, through designing and implementing appropriate responses to those
assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit.
However, the primary responsibility for the prevention and detection of fraud rests with both management and
those charged with governance of the group and the parent company.
34
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2020
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the group and the
parent company and considered that the most significant are the Companies Act 2006, International
Financial Reporting Standards (IFRSs) as adopted by the European Union, UK financial reporting
standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the group and the parent company complies with these
requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material
misstatement due to fraud and how it might occur, by holding discussions with management and those
charged with governance.
We inquired of management and those charged with governance as to any known instances of non-
compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of
non-compliance with laws and regulations. This included making enquiries of management and those
charged with governance and obtaining additional corroborative evidence as required.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the
effectiveness of the group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the group and parent company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the group and parent
company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the group to express an opinion on the consolidated and parent company
financial statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
35
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2020
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the consolidated and parent company financial statements of the current period
and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of
the company’s members those matters which we are required to include in an auditor’s report addressed to them.
To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the
company and company’s members as a body, for our work, for this report, or for the opinions we have formed.
Esther Carder (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP …………………..
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
36
BRAVE BISON GROUP PLC
CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2020
31
December
2020
Note
6
8
15
7
16
29
9
9
7
8
29
24
9
9
17
14
13
10
31
December
2019
as restated
£000’s
16,813
(11,632)
5,181
(6,565)
(649)
(757)
(2,790)
(18)
(509)
85
(22)
(3,254)
(410)
(649)
(509)
(165)
(1,733)
(22)
85
(757)
(178)
(649)
(3,254)
£000’s
14,486
(10,510)
3,976
(5,211)
(718)
(248)
(2,201)
-
-
4
(61)
(2,258)
133
(718)
-
7
(578)
(61)
4
(248)
(527)
(848)
(2,258)
227
35
(2,031)
(3,219)
(2,031)
(3,219)
2
(1)
(2,029)
(3,220)
11
(0.33p)
(0.53p)
Revenue
Cost of sales
Gross profit
Administration expenses
Restructuring costs
Impairment charge
Operating loss
Share of loss from equity accounted investment
Loss on disposal of foreign subsidiary
Finance income
Finance costs
Loss before tax
Analysed as
Adjusted EBITDA
Restructuring costs
Loss on disposal of foreign subsidiary
Equity settled share based payments
EBITDA
Finance costs
Finance income
Impairment charge
Depreciation
Amortisation
Loss before tax
Income tax credit
Loss attributable to equity holders of the parent
Statement of Comprehensive Income
Loss for the year
Items that may be reclassified subsequently to profit or loss
Exchange gain /(loss) on translation of foreign subsidiaries
Total comprehensive loss for the year attributable to owners of the
parent
Loss per share (basic and diluted)
Basic and diluted loss per ordinary share (pence)
All transactions arise from continuing operations.
37
BRAVE BISON GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2020
Note
At 31
December
2020
£000’s
At 31
December
2019
as restated
£000’s
At 31
December
2018
as restated
£000’s
Non-current assets
Intangible assets
Property, plant and equipment
Investment in associates
Current assets
Trade and other receivables
Cash and cash equivalents
Current liabilities
Trade and other payables
Lease Liabilities
Non-current Liabilities
Deferred tax
Lease Liabilities
Bank loan
Net Assets
Equity
Share capital
Share premium
Capital redemption reserve
Merger reserve
Merger relief reserve
Retained deficit
Translation reserve
Total equity
13
14
16
18
19
20
17
20
21
22
144
151
-
295
3,036
2,754
5,790
826
909
-
1,735
2,611
4,249
6,860
(4,859)
(416)
(5,275)
(4,758)
(497)
(5,255)
(142)
(403)
-
(545)
-
-
(50)
(50)
760
1,928
60
56
2,044
5,766
5,362
11,128
(7,684)
-
(7,684)
(183)
-
-
(183)
2,795
5,305
613
78,762
6,660
(24,060)
62,624
(123,988)
149
760
612
78,762
6,660
(24,060)
62,624
(121,950)
147
2,795
576
78,762
6,660
(24,060)
62,624
(118,896)
(361)
5,305
The financial statements on pages 41 to 69 were authorised for issue by the Board of Directors on 27 April
2021 and were signed on its behalf by
Philippa Norridge
Director
38
BRAVE BISON GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2020
Operating activities
Loss before tax
Adjustments:
Depreciation, amortisation and impairment
Finance income
Finance costs
Share based payment charges
Loss on disposal of foreign subsidiaries
(Increase) /decrease in trade and other receivables
Increase /(decrease) in trade and other payables
Tax received
Cash outflow from operating activities
Investing activities
Purchase of property plant and equipment
Purchase of intangible assets
Interest received
Cash outflow from investing activities
Cash flows from financing activities
Issue of share capital
Bank loan
Repayment of lease
Cash (outflow) / inflow from financing activities
Net decrease in cash and cash equivalents
Movement in net cash
Cash and cash equivalents, beginning of year
Decrease in cash and cash equivalents
Movement in foreign exchange
Cash and cash equivalents, end of year
2020
£000’s
2019
as restated
£000’s
(2,258)
(3,254)
1,623
(4)
61
(7)
-
(425)
101
85
(824)
-
(166)
4
(162)
1
50
(562)
(511)
1,505
(43)
22
165
509
3,155
(2,968)
(7)
(916)
(9)
(266)
43
(232)
36
-
36
(1,497)
(1,112)
4,249
(1,497)
2
2,754
5,362
(1,112)
(1)
4,249
The increase in the right-of-use asset and corresponding increase in lease liabilities in the prior year are
non-cash transactions arising from the adoption of IFRS 16 Leases. The cash flow has been restated to
reflect this.
39
BRAVE BISON GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2020
Share Capital
Share
premium
£000’s
£000’s
Capital
redemption
Reserve
£000’s
Merger
Reserve
Merger relief
Reserve
Translation
Reserve
Retained
deficit
Total
Equity
£000’s
£000’s
£000’s
£000’s
£000’s
As restated for the period ended 31 December
2019 and 31 December 2018
At 1 January 2019 as previously stated
FX reserve movement on liquidation of subsidiaries
At 1 January 2019 as restated
Shares issued during the year
Equity settled share based payments
Transactions with owners
Other comprehensive income
FX reserve movement on liquidation of subsidiaries
Loss and total comprehensive income for the year
At 31 December 2019 as restated
Shares issued during the year
Equity settled share based payments
Transactions with owners
Other Comprehensive income
Loss and total comprehensive income for the year
At 31 December 2020
See note 30 for details of the prior year restatement.
576
-
576
576
36
-
36
-
-
78,762
-
6,660
-
(24,060)
-
62,624
-
(750)
389
(118,507)
(389)
5,305
-
78,762
78,762
6,660
6,660
(24,060)
(24,060)
62,624
62,624
(361)
(361)
(118,896)
(118,896)
5,305
5,305
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
165
165
36
165
201
509
(1)
-
(3,219)
509
(3,220)
612
78,762
6,660
(24,060)
62,624
147
(121,950)
2,795
1
-
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(7)
(7)
1
(7)
(6)
2
(2,031)
(2,029)
613
78,762
6,660
(24,060)
62,624
149
(123,988)
760
40
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
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
79-81 Borough Road, London, SE1 1DN. 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 2020 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 Report
on pages 5-8, and Risks and Uncertainties on pages 9-11. 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 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 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 2020 were £2.8
million (2019: £4.2 million). The Group made a loss before tax of £2.3 million for the year ended 31 December
2020 (2019: £3.3 million), and generated a decrease in cash and cash equivalents in 2020 of £1.5 million (2019:
£1.1 million). The Group has net assets of £0.8 million (2019: £2.8 million).
The Directors have prepared detailed cash flow projections (“the Projections”) for the period to 31 December
2021 and for the following 4 month period to 30 April 2022 which are based on their current expectations of
trading prospects. The Group achieved positive cashflow of £0.6 million in H2 2020, after restructuring the
business, and the Board forecasts that the Group will continue to achieve positive cash inflows in 2021 due to
both the cost savings that have already been made, and the expected revenue growth.
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 revenues receipts is mitigated by cost
savings.
The Directors also continue to monitor the impact of the COVID-19 pandemic, and maintain rolling forecasts
which are regularly updated. While the pandemic did have an impact on revenue in the first half of 2020 as
clients cut advertising budgets, advertising revenue recovered faster than anticipated in the second half of the
year, and the Directors expect this to continue throughout 2021.
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 financial statements despite the impact of the pandemic and
accordingly, the Directors have concluded that it is appropriate to continue to adopt the going concern basis in
preparing these financial statements.
41
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
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 2020, with comparative information presented for the year ended 31
December 2019. No profit and loss account is presented for Brave Bison Group plc as permitted by section 408
of the Companies Act 2006.
Subsidiaries are all entities over which the Group has the power to control the financial and operating policies
and is exposed to or has rights over variable returns from its involvements with the investee and has the power
to affect returns. Brave Bison Group plc obtains and exercises control through more than half of the voting
rights for all its subsidiaries. All subsidiaries have a reporting date of 31 December and are consolidated from the
acquisition date, which is the date from which control passes to Brave Bison Group plc.
Entities other than subsidiaries or joint ventures, in which the Group has a participating interest and over whose
operating and financial policies the Group exercises significant influence, are treated as associates. The results of
associate undertakings are consolidated under the equity method of accounting. The Group applies uniform
accounting policies and all intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Unrealised gains and losses on transactions between Group companies are eliminated. Where recognised losses
on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a
Group perspective.
Business combinations are dealt with by the acquisition method. The acquisition method involves the
recognition at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at
the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary
prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the
consolidated statement of financial position at their fair values, which are also used as the basis for subsequent
measurement in accordance with the Group accounting policies. Goodwill is stated after separating out
identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the
Group’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
2.2. Adoption of new and revised standards
The Group has chosen to adopt the amendment to IFRS 16 “Leases” early, and has applied this during the year:
Update to IFRS 16 “Leases”
The changes in COVID-19-Related Rent Concessions (Amendment to IFRS 16) amend IFRS 16 to:-
provide lessees with an exemption from assessing whether a COVID-19-related rent concession is a
lease modification;
require lessees that apply the exemption to account for COVID-19-related rent concessions as if they
were not lease modifications;
require lessees that apply the exemption to disclose that fact; and
require lessees to apply the exemption retrospectively in accordance with IAS 8, but not require them to
restate prior period figures.
Other Standards and amendments that are not yet effective and have not been adopted early by the Group
include:
IFRS 17 Insurance Contracts
42
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current;
Amendments to IAS 16 - Property, Plant and Equipment: Proceeds before intended use;
Amendments to IFRS 3 - Reference to the Conceptual Framework;
Amendments to IAS 37 - Onerous Contracts – Cost of Fulfilling a Contract;
Annual Improvements to IFRS Standards 2018–2020;
Amendments to IFRS 10 and IAS 28 - Sale or contribution of assets between an investor
and its associate or joint venture; and
Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16 & IAS 39 - Interest Rate Benchmark
Reform – Phase 2.
3
Statement of compliance
The financial statements have been prepared in accordance with the accounting policies and presentation
required by International Financial Reporting Standards (IFRS), and International Financial Reporting
Interpretations Committee (“IFRIC”) Interpretations as endorsed by the European Union. They are presented in
pounds sterling. The financial statements have also been prepared in accordance with those parts of the
Companies Act 2006 that are relevant to companies that prepare financial statements in accordance with IFRS.
4
Summary of accounting policies
The Group’s presentation and functional currency is £ (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 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. 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 balance sheet. 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.
43
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
Fee Based Service revenue:
Branded Content. Managing the creation of commissioned content and being responsible for procuring
the talent and the associated production costs. The Group recognises revenue in line with the
contractual obligation to deliver a completed episode. Revenue is recognised at the point in time when
each completed episode is delivered. Production costs are deferred on the balance sheet as contract
assets until each completed episode is delivered;
Managing customer content on platforms such as Facebook and YouTube including rights management
and audience development. Revenue from providing these services is recognised over the time that the
performance obligation to provide services are satisfied; and
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.
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.
44
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
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, with respective heads of business who are
geographically located and in accordance with IFRS 8 Operating Segments, the Group will be providing a
geographical split. The Group will also be providing a split between the Advertising and Fee based services.
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.
45
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
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.
46
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
4.9.
Intangible assets
An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the
extent that it is probable that the expected future economic benefits attributable to the asset will flow to the
Group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is separable or
when it arises from contractual or other legal rights.
Intangible assets acquired as part of a business combination, are shown at fair value at the date of the acquisition
less accumulated amortisation. Amortisation is charged on a straight line basis through the profit or loss. The
rates applicable, which represent the Directors’ best estimate of the useful economic life, are:
Customer relationships - 5 years
Online channel content – 3 to 5 years
Brands – 3 years
Technology – 1 to 5 years
For customer relationships the estimate of useful economic life was revised from 10 years to 5 years during the
year as the Directors felt this was a more accurate reflection of the average length of a customer relationship in
our industry.
4.10. 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.
4.11. 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
47
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
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.
4.12. 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.
4.13. 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.
48
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
4.14. 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.
4.15. Equity, reserves and dividend payments
Share capital
Share capital represents the nominal value of shares that have been issued.
Share premium
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with
the issuing of shares are deducted from share premium arising on those shares, net of any related income tax
benefits.
Retained deficits
Retained deficits include all current and prior period retained profits or losses. It also includes credits arising
from share based payment charges.
Translation reserve
Translation reserve represents the differences arising from translation of investments in overseas subsidiaries.
Merger reserve
The merger reserve is utilised when group reconstruction accounting is applied. The difference between the cost
of investment and the nominal value of the share capital acquired is recognised in a merger reserve.
Merger relief reserve
Where the following conditions are met, any excess consideration received over the nominal value of the shares
issued is recognised in the merger relief reserve:
the consideration for shares in another company includes issued shares;
on completion of the transaction, the company issuing the shares will have secured at least a 90% equity
holding in the other company.
49
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
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.
4.16. 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.
4.17. 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.
4.18. Share based payments
Employees (including Directors) of the Group received remuneration in the form of share-based payment
transactions, whereby employees render services in exchange for rights over shares (‘equity-settled transactions’).
The Group has applied the requirements of IFRS 2 Share-based payments to all grants of equity instruments. The
transactions have been treated as equity settled.
The cost of equity settled transactions with employees is measured by reference to the fair value at the grant date
of the equity instrument granted. The fair value is determined by using the Black-Scholes method. The cost of
equity-settled transactions are recognised, together with a corresponding charge to equity, over the period
between the date of grant and the end of a vesting period, where relevant employees become fully entitled to the
award. The total value of the options has been pro-rated and allocated on a weighted average basis.
4.19. Restructuring Costs
Restructuring costs relate to corporate re-organisation activities previously undertaken or announced, as detailed
in note 8.
4.20. Prior year adjustment
The prior period financial statements have been restated to correct the loss on disposal of foreign subsidiaries
and the translation reserve. Details of the restatement can be found in note 30.
5
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements under IFRS requires the Group to make estimates and assumptions that
affect the application of policies and reported amounts. Estimates and judgements are continually evaluated and
are based on historical experience and other factors including expectations of future events that are believed to
be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and
assumptions which have a risk of causing a material adjustment to the carrying amount of assets and liabilities are
discussed below.
50
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
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.
Included within intangible assets are capitalised customer relationships. These were acquired as part of the
acquisitions of Viral Management Limited and Base79 Limited. These assets were fully amortised during the
period, as detailed in note 13. During the year the Group capitalised the costs associated with the acquisition of
certain assets of The Hook, which it has estimated have a useful economic life of 5 years.
Trade debtors’ recovery
Within trade debtors there is a balance of £0.7 million (2019: £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 creditor balance of £0.8 million (2019: £0.7 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. Revenue relating to Snapchat was assessed and it was determined that the Group was
acting as a principal, therefore the revenue was recognised on a gross basis. This increased the revenue by £1.3
million. In 2019 Snapchat revenue was recognised on a net basis and if it had been recognised on a gross basis
then the revenue would have increased by £0.3 million. The directors consider that this 2019 adjustment would
not influence the users of the financial statements and on this basis the comparatives were not restated.
Deferred taxation
Deferred tax assets are recognised in respect of tax loss carry forwards only to the extent that the realisation of
the related tax benefit through future taxable profits is probable.
5.2. Estimates
Share based payment charges
The Group is required to measure the fair value of its share based payments. The fair value is determined using
the Black-Scholes method which requires assumptions regarding exchange rate volatility, the risk free rate, share
price volatility and the expected life of the share based payment. Exchange rate volatility is calculated using
historic data over the past three years. The volatility of the Group’s share price has been calculated as the
average of similar listed companies over the preceding periods. The risk-free rate range used is between 0% and
2.74% and management, including the Directors, have estimated the expected life of most share based payments
to be 4 years.
Bad debt provision
Recoverability of some receivables may be doubtful although not definitely irrecoverable. Where management
feel recoverability is in doubt an appropriate provision is made for the possibility that the amounts may not be
recovered in full. Provisions are made using past experience however subjectivity is involved when assessing the
level of provision required.
51
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
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.
Revenue
United Kingdom & Europe
Asia Pacific
Rest of the world
Total revenue
2020
£000’s
10,022
881
3,583
14,486
2019
£000’s
12,135
3,835
843
16,813
The Group identifies two revenue streams, advertising and fee based services. The analysis of revenue by each
stream is detailed below, a detailed overview can be found in the Strategic Report.
Revenue
Advertising
Fee based services
Total revenue
Gross profit
Advertising
Fee based services
Total gross profit
2020
£000’s
13,092
1,394
14,486
2020
£000’s
2,962
1,014
3,976
2019
£000’s
12,396
4,417
16,813
2019
£000’s
2,831
2,350
5,181
Timing of revenue recognition
The following table includes revenue from contracts disaggregated by the timing of recognition.
Products and services transferred at a point in time
Products and services transferred over time
Total revenue
2020
£000’s
13,437
1,049
14,486
2019
£000’s
16,079
734
16,813
52
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
7
Operating loss and loss before taxation
The operating loss and the loss before taxation are stated after:
Auditor’s remuneration:
- Audit services
- Audit related services
-
-
Tax advisory
Tax compliance
Operating lease rentals – land and buildings on short term leases
Depreciation: property, plant and equipment
Impairment of intangible assets
Impairment of right-of-use asset
Impairment of associate
Amortisation
Foreign exchange loss
Loss on disposal of foreign subsidiary
8
Restructuring costs
Restructuring costs
2020
£000’s
2019
as restated
£000’s
69
5
-
6
(97)
527
-
248
-
848
54
-
84
10
1
12
311
178
719
-
38
649
69
509
2020
£000’s
718
2019
£000’s
649
Restructuring costs in 2020 relate to redundancy payments and associated costs in relation to the Board refresh
and corporate re-organisation activities undertaken as a result. Restructuring costs in 2019 related to redundancy
payments and associated costs in relation to restructuring as a result of the significant changes required due to
the change in the Facebook algorithm and monetisation policy.
9
Finance income and costs
Bank interest received
Interest expense for leasing arrangements
10
Income tax credit
Major components of tax credit:
Current tax:
UK corporation tax at 19.00% (2019: 19.00%)
Research and development tax credits
Overseas tax
Total current tax
53
2020
£000’s
4
2020
£000’s
61
2019
£000’s
85
2019
£000’s
22
2020
£000’s
2019
£000’s
-
(90)
5
(85)
-
-
6
6
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
10
Income tax credit (continued)
Deferred Tax:
Originations and reversal of temporary differences (Note 17)
Tax credit on loss on ordinary activities
(142)
(227)
(41)
(35)
UK corporation tax is calculated at 19.00% (2019: 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:
Loss on ordinary activities before tax
Income tax using the Company’s domestic tax rate 19.00% (2019:
19.00%)
Effect of:
Expenses not deductible for tax purposes
Fixed asset depreciation allowed under SP3/91
Capital allowances
Share scheme deduction under Part 12 CTA 2009
Research & development tax credits
Deferred tax movement
Unutilised tax losses carried forward
Total tax credit for period
11
Loss per share
2020
£000’s
(2,258)
2019
as restated
£000’s
(3,254)
(429)
302
(145)
(11)
(2)
(90)
(142)
290
(227)
(618)
314
-
-
-
-
60
209
(35)
Both the basic and diluted loss per share have been calculated using the loss after tax attributable to shareholders
of Brave Bison Group plc as the numerator, i.e. no adjustments to losses were necessary in 2019 or 2020. The
calculation of the basic loss per share is based on the loss attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the year. All share options have been excluded when
calculating the basic diluted EPS as they were antidilutive. Share options are currently antidilutive, but are
potentially dilutive.
2020
2019
as restated
612,667,036 605,510,566
41,367,914
41,488,760
654,034,950 646,999,326
(0.33p)
(0.07p)
(0.06p)
(0.53p)
(0.24p)
(0.23p)
Weighted average number of ordinary shares
Dilution due to share options
Total weighted average number of ordinary shares
Basic and diluted loss per ordinary share (pence)
Adjusted basic loss per ordinary share (pence)
Adjusted diluted loss per ordinary share (pence)
54
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
11
Loss per share (continued)
Loss for the year attributable to ordinary shareholders
Equity settled share based payments
Amortisation, depreciation and impairment
Adjusted profit for the period attributable to the equity shareholders
12 Directors and employees
2020
£000’s
(2,031)
(7)
1,623
2019
as restated
£000’s
(3,219)
165
1,584
(415)
(1,470)
The average number of persons (including Director’s) employed by the Group during the year was:
2020
Number
47
11
58
2019
Number
55
15
70
2020
£000’s
2,276
185
172
2,633
2019
£000’s
2,989
372
208
3,569
2019
£000’s
664
168
832
Sales, production and operations
Support services and senior executives
The aggregate cost of these employees was:
Wages and salaries
Payroll taxes
Pension contributions
Director’s emoluments paid during the period and included in the above figures were:
Emoluments (including compensation for loss of office)
Compensation for loss of office
2020
£000’s
262
387
649
The highest paid Director received emoluments totalling £0.3 million (2019: £0.4 million). The amount of share
based payments credit (see Note 24) which relates to the Directors was £0.1 million. (2019: £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:
Salaries including bonuses
Social security costs
Total Emoluments
2020
£000’s
649
85
734
2019
£000’s
832
101
933
55
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
13
Intangible assets
Cost
At 31 December 2018
Additions
At 31 December 2019
Additions
At 31 December 2020
Goodwill
£000’s
35,075
-
35,075
-
35,075
Amortisation and impairment
At 31 December 2018
Charge for the year
Impairment charge
35,075
-
-
At 31 December 2019
Charge for the year
At 31 December 2020
Net Book Value
At 31 December 2018
At 31 December 2019
At 31 December 2020
35,075
-
35,075
-
-
-
Online
Channel
Content Technology
£000’s
£000’s
Customer
Relation-
ships
£000’s
Brands
£000’s
1,602
266
1,868
166
2,034
718
431
719
1,868
22
1,890
884
-
144
5,213
-
5,213
-
5,213
5,213
-
-
5,213
-
5,213
-
-
-
273
-
273
-
273
273
-
-
273
-
273
-
-
-
Total
£000’s
61,495
266
61,761
166
61,927
59,567
649
719
19,332
-
19,332
-
19,332
18,288
218
-
18,506
60,935
826
19,332
848
61,783
1,044
1,928
826
-
826
144
During the year the Company acquired certain assets from The Hook and capitalised costs of £0.2 million. This
is included above in Online Channel Content and is being amortised over five years with represents the
Directors best estimate of the useful economic life.
Goodwill is not amortised, but tested annually for impairment with the recoverable amount being determined
from value in use calculations.
The Company accelerated amortisation relating to customer relationships by £0.6m as the estimate of the useful
economic life of these assets was reduced to 5 years rather than 10 years as the Directors felt this was a more
accurate reflection of the average length of client relationship in our industry.
56
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
13
Intangible assets (continued)
The recoverable amount of the intangible assets have 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 2020, the intangible assets were assessed for impairment. The impairment charge was £0.0
million (2019: £0.7 million).
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
Cost
At 31 December 2018
Additions
At 31 December 2019
Additions
At 31 December 2020
Depreciation and
impairment
At 31 December 2018
Charge for the year
At 31 December 2019
Charge for the year
Impairment charge
At 31 December 2020
Net Book Value
At 31 December 2018
At 31 December 2019
At 31 December 2020
Right of Use
asset
£000’s
Computer
Equipment
£000’s
Fixtures &
Fittings
£000’s
-
1,018
1,018
17
1,035
-
127
127
514
248
889
-
891
146
902
-
902
-
902
874
22
896
3
-
899
28
6
3
211
9
220
-
220
179
29
208
10
-
218
32
12
2
Total
£000’s
1,113
1,027
2,140
17
2,157
1,053
178
1,231
527
248
2,006
60
909
151
During the year the Company impaired the value of the right-of-use asset by £0.2 million. The pandemic and
national lockdown has meant that the Company has not been able to make full use of the office space.
57
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
15
Impairment charge
Intangible assets
Property, plant and equipment
Investment in associates
Total impairment charge
16
Investment in associates
Investment in associates
2020
£000’s
2019
£000’s
-
248
-
248
719
-
38
757
2020
£000’s
2019
£000’s
-
-
The Group held a 30% stake in Rebel FC Limited at the start of the year, which had been fully impaired in 2019.
Rebel FC Limited was dissolved on the 17 November 2020.
17 Deferred taxation assets and liabilities
Deferred tax recognised:
Deferred tax liabilities
Deferred tax on intangible assets
2020
£000’s
-
-
2019
£000’s
(142)
(142)
Unutilised tax losses carried forward which have not been recognised as a deferred tax asset at 31 December
2020 were £52.6 million (2019: £49.4 million).
Reconciliation of movement in deferred tax
Deferred tax
on intangible
assets
£000’s
(183)
41
(142)
142
-
As at December 2018
Recognised in the income statement
As at 31 December 2019
Recognised in the income statement
As at 31 December 2020
58
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
18 Trade and other receivables
Trade receivables
Less allowance for credit losses
Net trade receivables
Unbilled income
Contract assets
Other receivables
2020
£000’s
914
(40)
874
1,716
-
446
3,036
2019
£000’s
1,687
(59)
1,628
545
16
422
2,611
The contractual value of trade receivables is £0.9 million (2019: £1.7 million). Their carrying value is assessed to
be £0.9 million (2019: £1.6 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:
Not overdue
Not more than three months
More than three months but not more than six months
More than six months but not more than one year
More than one year
2020
£000’s
156
3
2
2
711
874
2019
£000’s
807
10
-
2
809
1,628
The movement in provision for impairment of trade receivables can be reconciled as follows:
Opening provision
Receivables provided for during period
Reversal of previous provisions
2020
£000’s
(59)
(40)
59
(40)
2019
£000’s
(139)
-
80
(59)
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. Within trade
debtors there is a balance 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 similar trade creditor balance with the same
company, and the Group is anticipating reaching agreement that these balances may be set off against each other.
The other classes within trade and other receivables do not contain impaired assets.
Contract assets are utilised upon satisfaction of the associated contract performance obligations. The 2019
contract asset of £16,000 was recognised within cost of sales during 2020 upon satisfaction of the associated
performance obligation.
59
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
19 Trade and other payables
Trade payables
Other payables
Other taxation and social security
Contract liabilities
Accruals and deferred income
2020
£000’s
2019
£000’s
926
68
60
144
3,661
4,859
1,209
72
20
88
3,369
4,758
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 32 days (2019: 39 days).
Contract liabilities are utilised upon satisfaction of the associated contract performance obligations. The 2020
contract liability of £144,000 is expected to be utilised in the next reporting periods upon satisfaction of the
associated performance obligation. The 2019 contract liability of £88,000 was recognised within revenue during
2020 upon satisfaction of the associated performance obligation.
20
Leases
Lease liabilities are presented in the statement of financial position as follows:
Current
Non-current
2020
£000’s
2019
£000’s
416
-
416
497
403
900
The Group entered into a two year lease for an office on 1 October 2019. With the exception of short-term
leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset
and a corresponding lease liability.
60
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
20
Leases (continued)
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
Office building
1
1 year
1 year
No. of leases
with
extension
options
-
No. of leases
with
termination
options
-
The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 31 December
2020 were as follows:
Lease payments
Finance charges
Net present values
Within one year One to two
years
£000’s
-
-
-
£000’s
432
(16)
416
Total
£000’s
432
(16)
416
The Group has elected not to recognise a lease liability for short terms leases (leases with an expected term of 12
months or less). Payments made under such leases are expensed on a straight-line basis.
The expense relating to payments not included in the measurement of the lease liability is as follows:
Short-term leases
2020
£000’s
2019
£000’s
28
28
55
55
The Group received a COVID-19 related rent concession during the period of £140,400. It has applied the
exemption granted by the COVID-19 Related Rent Concessions (Amendment to IFRS 16) and has therefore not
assessed this as a lease modification but has included it within administration expenses.
At 31 December 2020 the Group had not committed to any leases which had not yet commenced excluding
those recognised as a lease liability.
21 Bank loan
Loan
2020
£000’s
2019
£000’s
50
50
-
-
During the year the Company entered into 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. The Company has
been granted an interest and capital holiday for twelve months from the date of drawdown. The loan is
unsecured.
61
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
22 Share capital
Ordinary share capital
Ordinary shares of £0.001
At 31 December 2020
£000’s
613
Number
612,821,228
At 31 December 2019
£000’s
612
Number
612,342,970
Total ordinary share capital of the Company
613
612
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
2020
Ordinary
Shares
Number
£0.0000001
612,342,970
478,258
612,821,228
Ordinary Share
Capital
£000’s
2019
Ordinary
Shares
Number
£0.0000001
Ordinary Share
Capital
£000’s
612
1
613
576,140,030
36,202,940
612,342,970
576
36
612
Opening balance
Issue of ordinary shares
Closing balance
24 Share options
In September 2013 Brave Bison Limited introduced an approved EMI share option scheme for employees. The
first options were granted in September and October 2013, where options were issued in replacement for
options issued under the original Brave Bison Limited unapproved scheme, vesting periods were deemed to have
commenced from 30 May 2013. The replacement share options issued by Brave Bison Group plc were treated as
modification of the original scheme, in accordance with IFRS 2.
Options vest as follows:
25% 12 months from grant date; and
2.08% each month commencing 13 months from grant date until the options are fully vested at the end
of the four year vesting period.
In November 2017 Brave Bison Limited introduced a new Restricted Share Unit (“RSU”) plan under the existing
EMI share option scheme. RSUs were granted at nominal value in 2017 which vest monthly on a straight-line
basis between 2 and 3 years. During 2018 RSUs were granted which vest annually over a 3 years period. During
2019 RSUs were granted which vest annually between 2 and 3 years. During 2020 RSUs were granted which vest
annually over a 3 year period.
The options were valued using the Black-Scholes valuation model, using the following assumptions.
Expected option life
Expected volatility
Weighted average volatility
Risk-free interest rate
Expected dividend yield
2020
4 years
50%
50%
0%
0%
2019 and prior
4 years
50%
50%
0.39% - 2.74%
0%
62
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
24 Share options (continued)
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.
The charge / credit included within the financial statements for share options for the year to 31 December 2020
is a credit of £0.0 million (2019: charge of £0.2 million).
Details of the options issued under the approved
scheme are as follows:
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Cancelled during the year
Outstanding at the end of the year
Exercisable at the end of the year
Number
42,681,619
30,552,654
(478,258)
(30,195,242)
42,560,773
5,211,716
Weighted average
exercise price
1.3p
0.6p
(0.1)p
(0.3)p
0.5p
1.4p
The weighted average share price on the date options were exercised was 1.23p.
Share options expire after 10 years, the options above expiring between August 2024 and December 2029.
25 Undertakings included in the financial statements
The consolidated financial statements include:
Direct subsidiary
Brave Bison Limited
Class of
share
held
Country of
incorporation
Proportion
held
Nature of business
Ordinary
UK
100%
Online video distribution
Indirect subsidiaries
Ordinary
Rightster Inc.
Ordinary
Rightster India LLP
Ordinary
Viral Management Limited
Ordinary
Base 79 Limited
Ordinary
Base 79 Inc.
Ordinary
Base 79 Iberia SL
Base 79 GMBH
Ordinary
Brave Bison Asia Pacific Pte Ordinary
USA
India
UK
UK
USA
Spain
Germany
Singapore
100%
100%
100%
100%
100%
100%
100%
100%
Liquidated in 2019
Non-trading
Non-trading
Non-trading
Liquidated in 2019
Non-trading
Liquidated in 2019
Online video distribution
Associates
Rebel FC Limited
Ordinary
UK
30%
Liquidated in 2020
Rebel FC Limited was dissolved on the 17 November 2020.
All subsidiaries are exempt from an audit with the exception of Brave Bison Limited and Brave Bison
Asia Pacific Pte.
63
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
26
Financial Instruments
Categories of financial instruments
Financial assets
Loans and other receivables
Cash and bank balances
Financial liabilities at amortised cost
Trade and other payables
Lease liabilities
As at 31
December
2020
£000’s
As at 31
December
2019
£000’s
2,872
2,754
5,626
(4,715)
(416)
(5,131)
2,611
4,249
6,860
(4,758)
(900)
(5,658)
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
£000’s
£000’s
4,556
(2,568)
2,172
(2,857)
1,988
(685)
4,452
(2,419)
1,091
(2,552)
2,033
(1,461)
Singapore
Dollar
£000’s
Euro
Other
Total
£000’s
£000’s
£000’s
45
(134)
(89)
21
(50)
(29)
86
(26)
60
62
(39)
23
1
(73)
(72)
0
(71)
(71)
6,860
(5,658)
1,202
5,626
(5,131)
495
Financial assets
Financial liabilities
Total exposure at
31 December 2019
Financial assets
Financial liabilities
Total exposure at
31 December 2020
64
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
26 Financial Instruments (continued)
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.
Impact on loss and equity
10%
Increase
US
Dollars
£000’s
10%
Decrease
US
Dollars
£000’s
10%
Increase
Singapore
Dollars
£000’s
10%
Decrease
Singapore
Dollars
£000’s
10%
Increase
Euro
10%
Decrease
Euro
£000’s
£000’s
For the year to 31 December 2019
For the year to 31 December 2020
(69)
(146)
69
146
(9)
(3)
9
3
6
2
(6)
(2)
Credit risk
The Group’s principal financial assets are cash and cash equivalents and trade and other receivables. The Group
has no significant concentration of credit risk. The maximum exposure to credit risk is that shown within the
balance sheet. All amounts are short term and management consider the amounts to be of good credit quality.
Liquidity/funding risk
The Group’s funding strategy is to ensure a mix of funding sources offering flexibility and cost effectiveness to
match the requirements of the Group.
Contractual maturities
The Group manages liquidity risk by maintaining adequate reserves.
Interest rate risk
The Group holds the majority of its cash and cash equivalents in corporate current accounts. These accounts
offer a competitive interest rate with the advantage of quick access to the funds.
Capital policy
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain a capital
structure that optimises the cost of capital.
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern
while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital
structure of the Group consists of cash and cash equivalents as disclosed in the statement of financial position
and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings
as disclosed in the consolidated statement of changes in equity.
Debt is defined as long and short-term borrowings (excluding derivatives). Equity includes all capital and
reserves of the Group that are managed as capital.
65
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
26
Financial Instruments (continued)
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
£000’s
Less than
1 Year
£000’s
1-3
Years
£000’s
3-5
Years
£000’s
4,758
900
4,715
416
4,758
497
4,715
416
-
403
-
-
-
-
-
-
As at 31 December 2019
Trade and other payables
Leases liabilities
As at 31 December 2020
Trade and other payables
Lease liabilities
27
Financial commitments
The present value of future minimum rentals payable under non-cancellable operating leases is as follows:
Less than 1 year
Between 1 and 5 years
More than 5 years
At 31
December
2020
£000’s
-
-
-
-
At 31
December
2019
£000’s
57
-
-
57
66
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
28 Transactions with Directors and other related parties
Transactions with associates and related parties during the year were:
Associates revenue share
Recharge of Philippa Norridge’s salary from Tangent Marketing
Services Limited during the period 5 February 2020 to 30 April
2020 while acting as interim CFO
Recharge for IT related salary from Tangent Marketing Services
Limited
Recharge for HR related salary to Tangent Marketing Services
Limited
Amounts owed to associates
Amounts owed to Tangent Marketing Services Limited
Amounts owed by Tangent Marketing Services Limited
2020
£000’s
-
2019
£000’s
134
34
3
9
-
-
-
At 31
December
2020
£000’s
-
3
5
At 31
December
2019
£000’s
-
-
-
Tangent Marketing Services Limited is a related party by virtue of its shareholding in Brave Bison
Group Plc. All of the above transactions were conducted at arms length.
29
Loss on disposal of foreign subsidiaries
Loss on disposal of foreign subsidiaries
2020
£000’s
2019
as restated
£000’s
-
-
509
509
During the period the Group made a loss on the disposal of foreign subsidiaries of £nil (2019: £0.5
million). There has been a prior year adjustment of £0.5 million relating to foreign subsidiaries which
were liquidated in 2019. This represents a correction of the treatment of the balance in the
retranslation reserve of these entities which IAS 21 states needs to be moved to the face of the
income statement upon liquidation. There was also an adjustment of £0.3 million to opening
reserves in 2019 relating to subsidiaries liquidated in 2018. This prior year adjustment is detailed in
note 30.
30 Prior year adjustment
During the period the Group made a loss on the disposal of foreign subsidiaries of £nil (2019: £0.5
million). There has been a prior year adjustment of £0.5m relating to foreign subsidiaries which were
liquidated in 2019. This represents a correction of the treatment of the balance in the retranslation
reserve of these entities which IAS 21 states needs to be moved to the face of the income statement
upon liquidation. There was also an adjustment of £0.3 million to opening reserves in 2019 relating
to subsidiaries liquidated in 2018.
67
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
30 Prior year adjustment (continued)
The amendment to the profit and loss account for the year ended 31 December 2019 was as follows:
Revenue
Cost of sales
Gross profit
Administration expenses
Restructuring costs
Impairment charge
Operating loss
Share of loss from equity accounted investment
Loss on disposal of foreign subsidiary
Finance income
Finance costs
Loss before tax
Income tax credit
Loss after tax
As previously
reported
Adjustment As restated
£000’s
£000’s
£000’s
16,813
(11,632)
5,181
(6,565)
(649)
(757)
(2,790)
(18)
-
85
(22)
(2,745)
35
(2,710)
-
-
-
-
-
-
-
-
(509)
-
-
(509)
-
(509)
16,813
(11,632)
5,181
(6,565)
(649)
(757)
(2,790)
(18)
(509)
85
(22)
(3,254)
35
(3,219)
The amendment to the balance sheet as at 31 December 2019 was as follows:
Non-current assets
Intangible assets
Property, plant and equipment
Investment in associates
Current assets
Trade and other receivables
Cash and cash equivalents
Current liabilities
Trade and other payables
Lease liabilities
Non-current liabilities
Deferred tax
Lease liabilities
Bank loan
Net Assets
As previously
reported
Adjustment As restated
£000’s
£000’s
£000’s
826
909
-
1,735
2,611
4,249
6,860
(4,758)
(497)
(5,255)
(142)
(403)
-
(545)
2,795
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
826
909
-
1,735
2,611
4,249
6,860
(4,758)
(497)
(5,255)
(142)
(403)
-
(545)
2,795
68
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
30 Prior year adjustment (continued)
Equity
Share capital
Share premium
Capital redemption reserve
Merger reserve
Merger relief reserve
Retained deficit
Translation reserve
Total equity
612
78,762
6,660
(24,060)
62,624
(121,052)
(751)
2,795
-
-
-
-
-
(898)
898
-
612
78,762
6,660
(24,060)
62,624
(121,950)
147
2,795
31 Post balance sheet events
There have been no significant post balance sheet events to be disclosed.
69
BRAVE BISON GROUP PLC (COMPANY NUMBER 08754680)
COMPANY BALANCE SHEET
As at 31 December 2020
At 31
At 31
At 31
December December December
2018
as restated
£000’s
2019
as restated
£000’s
£000’s
2020
Fixed asset investments
Investments in subsidiaries
Current Assets
Debtors
Creditors: amounts falling due within one year
Total assets less current liabilities
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Merger relief reserve
Share options reserve
Profit and loss account
33
34
35
9,088
9,096
9,096
1
1
-
9,089
-
-
-
9,096
-
-
(42)
9,054
613
78,762
6,660
62,624
7,009
(146,579)
9,089
612
78,762
6,660
62,624
7,017
(146,579)
9,096
576
78,762
6,660
62,624
6,852
(139,568)
15,906
The Company did not trade during the year ended 31 December 2020 (2019: loss of £7.0 million).
The financial statements on pages 72 to 76 were authorised for issue by the Board of Directors on 27 April 2021
and were signed on its behalf by
Philippa Norridge
Director
70
`BRAVE BISON GROUP PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2020
Share
Capital
£000’s
Share
Premium
£000’s
Capital
redemption
Reserve
£000’s
Merger relief
Reserve
£000’s
Share options
reserve
£000’s
Profit and
loss account
£000’s
Total
Equity
£000’s
As restated for the period ended 31 December 2019
and 31 December 2018
At 1 January 2019 as previously stated
Equity settled share-based payments
At 1 January 2019 as restated
Equity settled share-based payments
Shares issued during the year
Transactions with owners
576
-
576
-
36
36
Other Comprehensive income
Loss and total comprehensive income for the year
-
78,762
-
6,660
-
62,624
-
-
6,852
(139,568)
9,054
6,852
78,762
6,660
62,624
6,852
(139,568)
15,906
-
-
-
-
-
-
-
-
-
-
-
-
165
-
165
-
-
-
165
36
201
-
(7,011)
(7,011)
At 31 December 2019
Shares issued during the year
Transactions with owners
Other Comprehensive income
Loss and total comprehensive income for the year
-
612
78,762
6,660
62,624
7,017
(146,579)
9,096
1
1
-
-
-
-
-
-
-
-
-
-
-
(8)
-
-
-
1
1
(8)
At 31 December 2020
613
78,762
6,660
62,624
7,009
(146,579)
9,089
See note 36 for details of the prior year restatement
71
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
32 Accounting Policies
The financial statements have been prepared in accordance with applicable accounting standards including
Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of
Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going
concern basis under the historical cost convention, modified to include certain items at fair value.
The financial statements are prepared in sterling which is the functional currency of the Company. The figures
are presented in thousands of pounds (£000’s) unless otherwise stated.
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group will be
able to meet its liabilities as they fall due for the foreseeable future, and at least for 12 months from the date of
approval of the 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 2020 were £2.8
million (2019: £4.2 million). The Group made a loss before tax of £2.3 million for the year ended 31 December
2020 (2019: £3.3 million), and generated a decrease in cash and cash equivalents in 2020 of £1.5 million (2019:
£1.1 million). The Group has net assets of £0.8 million (2019: £2.8 million).
The Directors have prepared detailed cash flow projections (“the Projections”) for the period to 31 December
2021 and for the following 4 month period to 30 April 2022 which are based on their current expectations of
trading prospects. The Group achieved positive cashflow of £0.6 million in H2 2020, after restructuring the
business, and the Board forecasts that the Group will continue to achieve positive cash inflows in 2021 due to
both the cost savings that have already been made, and the expected revenue growth.
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 revenues receipts is mitigated by cost
savings.
The Directors also continue to monitor the impact of the COVID-19 pandemic, and maintain rolling forecasts
which are regularly updated. While the pandemic did have an impact on revenue in the first half of 2020 as
clients cut advertising budgets, advertising revenue recovered faster than anticipated in the second half of the
year, and the Directors expect this to continue throughout 2021.
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 financial statements despite the impact of the pandemic and
accordingly, the Directors have concluded that it is appropriate to continue to adopt the going concern basis in
preparing these financial statements.
Deferred taxation
Deferred tax represents the future tax consequences of transactions and events recognised in the financial
statements of current and previous periods. It is recognised in respect of all timing differences, with certain
exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated
in the financial statements that arise from the inclusion of income and expense in tax assessments in periods
different from those in which they are recognised in the financial statements. Unrelieved tax losses and other
deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the
reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and
laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the
reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment
properties is measured using the rates and allowances that apply to the sale of the asset.
72
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
Investments
Investments are recognised initially at fair value which is normally the transaction price excluding transaction
costs. Subsequently, they are measured at cost less impairment.
Debtors
Debtors are stated in the balance sheet at estimated net realisable value.
Share based payments
Employees (including Directors) of the Company received remuneration in the form of share-based payment
transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled
transactions’).
The cost of equity settled transactions with employees is recovered by reference to the fair value at the grant date
of the equity instrument granted. The fair value is determined by using the Black-Scholes method. The cost of
equity-settled transactions are recognised, together with a corresponding credit to equity, over the period
between the date of grant and the end of vesting period, where relevant employees become fully entitled to the
award. The total value of the options has been pro-rated and allocated on a weighted average basis.
Exemptions
The Directors have taken advantage of the exemption available under section 408 of the Companies Act 2006
and not presented a profit and loss account for the Company alone.
The Company has adopted the disclosure exemption from the requirement to present a statement of cashflows
and the related notes, which are instead presented on a consolidated basis.
The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The
Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party
transactions between the Company and its wholly owned subsidiaries within the Group.
Share capital and reserves
Share capital represents the nominal value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with
the issuing of shares are deducted from share premium, net of any related income tax benefits.
Profit and loss account includes all current and prior period retained profits or losses. It also includes charges
related to share-based employee remuneration.
Merger relief reserve – where the following conditions are met any excess consideration received over the
nominal value of the shares issued is recognised in the merger relief reserve:
the consideration for shares in another company includes issued shares;
on completion of the transaction, the company issuing the shares will have secured at least a 90% equity
holding in the other company.
Where the Company purchases its own equity share capital, on cancellation the nominal value of the shares
cancelled is deducted from share capital and the amount is transferred to the capital redemption reserve.
Dividend distributions payable to equity shareholders are included in ‘other liabilities’ when the dividends have
been approved in a general meeting prior to the reporting date.
73
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
Significant judgements and estimates
The Company is required to test, at least annually, whether investments have suffered any impairment. The
recoverable amount is determined based on value in use calculations. The use of this method requires the
estimation of future cash flows attributable to the acquired cash-generating unit and the choice of a suitable
discount rate in order to calculate the present value of these cash flows. Actual outcomes could vary.
Where the Company has receivables from other Group entities, the recoverability of the receivables are assessed
at the end of each accounting period. Where there is doubt in regards to the recoverability, the receivable is
considered to be impaired and written down to its recoverable value. This assessment is made using past
experience however subjectivity is involved when assessing the level of recoverability and impairment.
Prior year adjustment
The prior period financial statements have been restated to correct the equity settled transactions and
impairment of investments in the Company. Details of the restatement can be found in note 36.
33
Investments in subsidiaries and associates
Investments
Cost of investments brought forward
Additions from equity settled share-based payments
Reduction from equity settled share-based payments
Impairment
Cost of investment carried forward
2020
£000’s
2019
as restated
£000’s
9,096
-
(8)
-
9,088
15,948
165
-
(7,017)
9,096
As at 31 December 2020, investments were assessed for impairment. The management team have re-assessed
projected cash flows. 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. A sensitivity analysis has also been performed on the projected cash flows. This assessment did not
result in an impairment charge for the year ended 31 December 2020 however the comparative period was
restated with an impairment charge of £7.0 million, see note 36.
At 31 December 2020 the Company had the following subsidiary undertakings:
Direct subsidiary
Brave Bison Limited
Indirect subsidiaries
Rightster Inc.
Rightster India LLP
Viral Management Limited
Base 79 Limited
Base 79 Inc.
Base 79 SL
Base 79 GMBH
Class of
share held
Country of
incorporation
Proportion
held
Nature of business
Ordinary
UK
100%
Online video distribution
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
USA
India
UK
UK
USA
Spain
Germany
100%
100%
100%
100%
100%
100%
100%
Liquidated in 2019
Non-trading
Non-trading
Non-trading
Liquidated in 2019
Non-trading
Liquidated in 2019
74
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
33
Investments in subsidiaries and associates (continued)
Brave Bison Asia Pacific Pte
Ordinary
Singapore
100%
Online video distribution
Associates
Rebel FC Limited
Ordinary
UK
30%
Influencer football team
Rebel FC Limited was dissolved on the 17 November 2020.
All subsidiaries are exempt from an audit with the exception of Brave Bison Limited and Brave Bison Asia
Pacific Pte.
34 Debtors
Amounts owed by group undertakings
35 Capital and reserves
2020
£000’s
1
1
2019
£000’s
-
-
Ordinary share capital
Ordinary shares of £0.001
At 31 December 2020
£000’s
613
Number
612,821,228
At 31 December 2019
£000’s
612
Number
612,341,970
Total ordinary share capital of the Company
613
612
Called-up share capital represents the nominal value of shares that have been issued.
The movement in share capital can be reconciled as follows:
2020
Ordinary
Shares
Number
£0.0000001
612,342,970
478,258
612,821,228
Ordinary Share
Capital
£000’s
2019
Ordinary
Shares
Number
£0.0000001
Ordinary Share
Capital
£000’s
612
1
613
576,140,030
36,202,940
612,342,970
576
36
612
Opening balance
Issue of ordinary shares
Closing balance
36 Prior year adjustment
The prior year financial statements have been restated to account for the equity settled in the Company and
impairment of investments. The comparative figures did not recognise share based payment transactions in
equity with the corresponding increase in its investment in the subsidiary or the impairment of investments. The
impact of the restatement has resulted in an increase in the in the share options reserve by £7.0 million and a
decrease in the profit and loss account reserve of £7.0 million, as a result of a £7.0 million impairment charge in
the year.
75
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020
36 Prior year adjustment (continued)
The amendment to the balance sheet as at 31 December 2019 was as follows:
Fixed asset investments
Investments in subsidiaries
Current Assets
Debtors
Creditors: amounts falling due within one year
Total assets less current liabilities
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Merger relief reserve
Share options reserve
Profit and loss account
As previously
reported
Adjustment As restated
£000’s
£000’s
£000’s
9,096
-
-
-
9,096
-
-
-
-
-
-
9,096
-
-
-
-
9,096
612
78,762
6,660
62,624
-
(139,562)
9,096
-
-
-
-
7,017
(7,017)
-
612
78,762
6,660
62,624
7,017
(146,579)
9,096
37 Post balance sheet events
There have been no significant post balance sheet events to be disclosed.
76