REG - Bidstack Group PLC - Final Results
27/04/2022 07:16
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RNS Number : 4472J Bidstack Group PLC 27 April 2022
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Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain.
27 April 2022
Bidstack Group Plc
("Bidstack" or the "Company")
Final Results for the year ended 31 December 2021
Annual Report & Accounts 2021
FY21 a commercial breakthrough year; significant revenue visibility for 2022
and 2023
Bidstack Group Plc (AIM: BIDS), the in-game brand activation platform, is
pleased to announce its final results for the full year ended 31 December 2021
("Annual Report").
The Annual Report & Accounts will be available for download today at
https://www.bidstack.com/financial-reports/annual-report-2021/
(https://www.bidstack.com/financial-reports/annual-report-2021/) and will be
posted to shareholders shortly thereafter.
Financial Performance
· Revenue up 53% at £2.6m (FY20: £1.7m);
· Cash balance at 31 December 2021 up 202% at £7.1m (31 December 2019:
£2.3m) - in line with market expectations;
· Gross margin improvement to 36% (FY20: 13%), associated with
scaling and improving quality of revenue;
· Gross profit up 321% at £0.95m (FY20: £0.23m) - in line with
market expectations;
· Loss after tax of £6.2m (FY20: -£6.3m) - in line with market
expectations; and
· Successful placing raising gross proceeds of £10.86m in July
2021.
Key Commercial Highlights
· Secured guaranteed minimum programmatic advertising revenue of
US$30m arising over two years, commencing 1 March 2022; and
· Multiple format advertising agreement signed covering the mobile
portfolio of one of the world's leading AAA gaming companies, including
exclusivity for one of the publisher's biggest sporting franchises.
Operational Performance
· Brand count doubled year-on-year to 70 (FY20: 35);
· Publisher portfolio nearly tripled year-on-year to 58 (FY20: 20);
and
· Global footprint almost doubled, active in over 30 markets (FY20:
17).
Post Period End Highlights
· Global partnership with GroupM's Xaxis to scale brand investment
into Bidstack's gaming portfolio;
· Commenced the roll out of its media sales partnership with
Azerion in multiple markets to scale advertising spend across gaming portfolio
in line with the Board's expectations;
· Experienced rapid growth of its portfolio of games from 58 to
over 100 across all ad-formats: in-game, in-menu and rewarded video growing
DAUs, impressions, markets and addressable audience; and
· Participated in the IAB's first ever PlayFronts for the gaming
industry in New York, which is an annual marketplace dedicated to advertising
and partnership opportunities, showing the development of the industry.
Outlook and Prospects
· Significant revenue visibility for FY22 and FY23 with
contractually guaranteed minimum revenues of US$30m scheduled to arise over
the next 24 months;
· Over the coming months the arrangements with Azerion will be
implemented and rolled out, and the multiple ad format deal with one of the
world's leading AAA game publishers is expected to facilitate the deployment
of significant demand by advertisers and brands; and
· A robust pipeline of additional AAA and independent titles in
contract or in active negotiation stage.
The Board expects that revenues for FY22 will be considerably greater that
FY21 but still significantly second half weighted. This is supported by
significant revenue visibility underpinned by a 2-year minimum revenue
guarantee. The phasing will reflect onboarding and ramping up of the
contract throughout the year.
The Board believes that Bidstack is now well established, both in terms of
product and revenue generation, as a leading player in the in-game digital
advertising industry.
Commenting on the Group's 2021 performance, James Draper, CEO of Bidstack,
said:
"Landing two transformational deals at the end of the year has substantiated
our strategy and given the business clarity of focus and a supportive partner
to grow with.
"Securing a two-year deal worth $30 million of guaranteed revenue for our
media business driven by a third party sales team allows the Company to now
turn its attention to multiple other use-cases for our software.
"The market is starting to mature from a media-buying perspective and
Bidstack's margin, which is now consistently above 30%, strengthened further
during the period.
"We've taken a look at how the business and our industry could look in 2025
and beyond. We are in ongoing conversations surrounding granting access to our
platform for non-media sales use, which leans heavily into the unique insight
our business has, from a data perspective, on the video gaming landscape. The
outcome of current technical development work is expected to result in the
Group soon having access to software-as-a-service revenue which is over and
above our media-sales revenues. Over time this is intended to diversify
Bidstack's exposure to any single revenue stream.
"Our technology and services address a significant global audience. We are
clear from the deals we have won that our software platform offering is at the
leading edge of the in-game advertising industry. Our alignment with the right
partners means we are well placed to benefit as our market continues to
mature. We look forward to Bidstack's future with confidence."
Contacts
Bidstack Group Plc
James Draper, CEO via Buchanan
SPARK Advisory Partners Limited (Nomad) +44 (0) 203 368 3550
Mark Brady / Neil Baldwin / James Keeshan
Stifel Nicolaus Europe Limited (Broker)
Fred Walsh / Tom Marsh +44 (0) 20 7710 7600
Buchanan Communications Limited
Chris Lane / Stephanie Watson / Kim van Beeck +44 (0) 20 7466 5000
bidstack@buchanan.uk.com (mailto:bidstack@buchanan.uk.com)
Extracts from the Chairman's Statement in the Annual Report
Introduction
2021 has been a further year of significant progress for Bidstack resulting
not only in increased revenues for the year, but also, for the first time, in
material certainty in respect of minimum revenue levels for FY22 and FY23.
In addition, capital availability and substantial gross margin improvements
place the Group in a strong position for continued growth.
I am pleased with the Company's progress in 2021, which has prioritised
improving the quality of revenues and gross margin alongside strategic
investments in key talent and operations. During the year Bidstack
deliberately elected not to pursue some lower margin revenue opportunities and
has, instead, improved margins through concentrating on developing high
quality, higher margin activities.
The undoubted highlights of 2021 both came at the end of the year, proving
that the Company was following the appropriate, long-term approach.
In December 2021 Bidstack entered into two industry leading agreements:
The first, with a global leading AAA digital interactive entertainment
company, will provide Bidstack with access to a world-class mobile games
portfolio including exclusive access to one of the world's largest sporting
franchises.
The second, a ground-breaking initial two-year partnership agreement with
Azerion Holding B.V. (Azerion), the leading pan-European digital entertainment
and media platform, is expected to grow Bidstack's global sales footprint
exponentially thanks to Azerion's established team of over 1,000 employees
operating across 26 offices in 18 countries.
2021 Highlights
· Successful raise of £10.86m (before expenses) in July 2021;
· Secured a revenue stream of a guaranteed minimum of US$30 million
advertising spend over two years, commencing 1 March 2022;
· Signed a landmark commercial partnership with Azerion
(https://www.azerion.com/) , the leading pan-European digital entertainment
and media platform, who are now Bidstack's exclusive commercial partner across
its inventory from March 2022 until March 2024;
· Signed a multiple format advertising agreement covering the
mobile portfolio of one of the world's leading AAA digital interactive
entertainment companies which includes exclusivity for one of the publisher's
biggest sporting franchises;
· Brand count doubled year-on-year to 70 (FY20: 35);
· Publisher portfolio nearly tripled year-on-year to 58 (FY20: 20);
· Growing global footprint: active in over 30 markets (FY20: 17);
and
· Structural improvement in gross margins, associated with
optimising and scaling in-game advertising revenue.
As a result, FY21 gross margins have improved significantly, to 36% (FY20:13%)
and, while revenues for FY21 were below market expectations, audited gross
profit and year-end cash were in line with market expectations. In addition,
after audited non-cash charges and exceptional items, net losses were also in
line with market expectations.
Progress in 2021
Advertisers and Brands
In December 2021 Bidstack entered what the Directors believe to be one of the
industry's largest programmatic in-game advertising deals to date, a landmark
commercial partnership with Azerion, the leading pan-European digital
entertainment and media platform. The deal gives Azerion's SSP and sales teams
exclusive access to all of Bidstack's advertising formats and will see Azerion
become Bidstack's sole external reseller. The initial two-year partnership
will grow Bidstack's global sales footprint exponentially thanks to Azerion's
established team of over 1,000 employees operating across 26 offices in 18
countries.
Product
In October 2021, Bidstack launched a new mobile ad format for brands with its
innovative 'in-menu' format offering clickable display banners allowing brands
to deliver integrated ads into game menus, user interfaces and loading screens
which can be placed on a programmatic basis. Ads appear as in-game banners
alongside other menu items and players can click on the ad to discover more.
In-menu ads mean that game developers can now run integrated campaigns across
two separate locations within the game with Bidstack; backing up the brand
awareness campaign appearing in the gameplay with clickable interactive ads in
menus, loading screens and other user interfaces.
Outlook and Prospects
There are many reasons to face Bidstack's future with confidence.
With contractually guaranteed minimum revenues of US$30m scheduled to arise
over the next 24 months, Bidstack has significant revenue visibility for FY22
and FY23. The Company has a robust pipeline of additional AAA and
independent titles in contract or in active negotiation stage.
Over the coming months the arrangements with Azerion will be implemented and
rolled out, and the multiple ad format deal with one of the world's leading
AAA game publishers is expected to facilitate the deployment of significant
demand by advertisers and brands.
In addition, the Company will remain focussed on its gross margins in the
coming year.
In 2022 progress has continued to be encouraging. So far this year Bidstack
has:
· announced a global partnership with GroupM's Xaxis to scale brand
investment into Bidstack's gaming portfolio;
· commenced the roll out of its media sales partnership with
Azerion in multiple markets to scale advertising spend across gaming portfolio
in line with the Board's expectations;
· experienced rapid growth of its portfolio of games from 58 to
over 100 across all ad-formats: in-game, in-menu and rewarded video growing
DAUs, impressions, markets and addressable audience;
· participated in the IAB's first ever PlayFronts for the gaming
industry in New York, which is an annual marketplace dedicated to advertising
and partnership opportunities, showing the development of the industry.
The Board expects that revenues for FY22 will be considerably greater that
FY21 but still significantly second half weighted. This is supported
significant revenue visibility underpinned by a 2-year minimum revenue
guarantee. The phasing will reflect onboarding and ramping up of the
contract throughout the year. We believe that Bidstack is now well
established, both in terms of product and revenue generation, as a leading
player in the in-game digital advertising industry.
Donald Stewart
Chairman
Consolidated statement of comprehensive income
for the year ended 31 December 2021
Note Year ended Year ended
31 December 2021 31 December 2020
£ £
Revenue 4 2,623,413 1,695,620
Cost of sales (1,674,190) (1,470,389)
Gross profit 949,223 225,231
Administrative expenses (8,681,927) (7,218,789)
Exceptional items 6 (222,555) -
Total administrative expenses (8,904,482) (7,218,789)
Operating (loss) (7,955,259) (6,993,558)
Finance income 180 2,525
Finance costs (3,392) (1,179)
(Loss) before taxation (7,958,471) (6,992,212)
Taxation 1,661,027 597,035
(Loss) for the year (6,297,444) (6,395,177)
Other comprehensive income
Items that will or may be reclassified to profit or loss:
Exchange translation 10,589 -
Total comprehensive loss for the year (6,286,855) (6,395,177)
Loss per share - basic (pence) 11 (1.21) (1.65)
The notes to the accounts published in the Annual Report form part of the
financial statements.
Consolidated statement of financial position
as at 31 December 2021
Note 31 December 31 December
2021 2020
ASSETS £ £
Non-current assets
Intangible assets 248,760 279,955
Property, plant and equipment 46,519 28,388
Right of use asset 7,280 7,577
Total non-current assets 302,559 315,920
Current assets
Trade and other receivables 2,752,036 2,391,300
Cash and cash equivalents 7,086,906 2,347,114
Total current assets 9,838,942 4,738,414
Total assets 10,141,501 5,054,334
EQUITY AND LIABILITIES
Equity
Share capital 21 8,950,048 6,234,261
Share premium account 21 35,375,326 27,984,716
Share-based payment reserve 21 1,589,965 1,282,556
Merger relief reserve 21 6,508,673 6,508,673
Reverse acquisition reserve 21 (23,320,632) (23,320,632)
Warrant reserve 21 71,480 71,480
Exchange reserve 21 10,589 -
Retained losses 21 (21,876,346) (15,578,902)
Total equity 7,309,103 3,182,152
Non-current liabilities
Lease liability 4,180 -
Total non-current liabilities 4,180 -
Current liabilities
Trade and other payables 2,824,920 1,863,739
Lease liability 3,298 8,443
Total current liabilities 2,828,218 1,872,182
Total equity and liabilities 10,141,501 5,054,334
The notes to the accounts published in the Annual Report form part of the
financial statements.
.
Consolidated statement of changes in equity
for the year ended 31 December 2021
Share capital Share premium Share-based payment reserve Merger relief reserve Reverse acquisition reserve Warrant reserve Retained losses
Exchange Reserve Total equity
£ £ £ £ £ £ £ £ £
Balance as at 1 January 2020 5,516,759 23,283,880 734,365 6,508,673 (23,320,632) - 71,480 (9,183,725) 3,610,800
Issue of shares 717,502 5,032,518 - - - - - - 5,750,020
Costs of raising equity - (331,682) - - - - - - (331,682)
Share-based payments - - 548,191 - - - - - 548,191
Loss & total comprehensive loss for the year - - - - - - - (6,395,177) (6,395,177)
Balance 31 12/2020 6,234,261 27,984,716 1,282,556 6,508,673 (23,320,632) - 71,480 (15,578,902) 3,182,152
Issue of shares 2,715,787 8,147,363 - - - - - - 10,863,150
Costs of raising equity - (756,753) - - - - - - (756,753)
Share-based payments - - 307,409 - - - - - 307,409
Loss for the year - - - - - - - (6,297,444) (6,297,444)
Total other comprehensive income for the year - - - - - 10,589 - - 10,589
Balance 31/12/2021 8,950,048 35,375,326 1,589,965 6,508,673 (23,320,632) 10,589 71,480 (21,876,346) 7,309,103
The notes to the accounts published in the Annual Report form part of the
financial statements.
Consolidated statement of cash flows
for the year ended 31 December 2021
31 December 2021 31 December 2020
£ £
Cash flows from operating activities
(Loss) before taxation (7,958,471) (6,992,212)
Adjustments for:
Amortisation - Intangibles 31,195 31,574
Amortisation - Right of use asset 10,377 19,621
Depreciation 24,160 13,021
Equity settled share-based payments 307,409 548,191
Doubtful debts expenses (2,073) (19,265)
Interest received (180) (2,525)
Interest paid 3,392 1,179
Exchange differences on translation of foreign operations 10,589 -
(7,573,602) (6,400,416)
Changes in working capital
Decrease/(increase) in trade and other receivables 409,468 (1,241,792)
(Decrease)/increase in trade and other payables 961,182 1,457,069
Cash used in operations (6,202,952) (6,185,139)
Taxation received 892,895 -
Net cash used in operations (5,310,057) (6,185,139)
Cash flow from investing activities
Investment in intangible assets - (570)
Investment in property, plant and equipment (42,291) (19,033)
Net cash flow used in investing activities (42,291) (19,603)
Cash flow from financing activities
Proceeds from issue of share capital 10,863,150 5,750,020
Cost of issue (756,753) (331,682)
Interest paid (3,392) (1,179)
Principal paid on finance leases (11,045) (16,368)
Interest received 180 2,525
Net cash generated from financing activities 10,092,140 5,403,316
(Decrease)/Increase in cash and cash equivalents in the year 4,739,792 (801,426)
Cash and cash equivalents at beginning of year 2,347,114 3,148,540
Cash and cash equivalents at the end of the year 7,086,906 2,347,114
The notes to the accounts published in the Annual Report form part of the
financial statements.
Extracts from the notes to the financial statements
2 Summary of significant accounting policies
Basis of preparation
The consolidated financial statements consolidate those of the Company and its
subsidiary (together the "Group"). The financial statements have been prepared
on a going concern basis in accordance with International Financial Reporting
Standards (IFRSs) and International Financial Reporting Interpretation
Committee (IFRIC) interpretations as endorsed by the European Union
("IFRS-EU"), and those parts of the Companies Act 2006 applicable to companies
reporting under IFRS.
Management has implemented logistical and organisational changes to underpin
the Group's resilience to the impact felt by the COVID-19 pandemic, with the
key focus being protecting all personnel, minimising the impact on critical
work streams and ensuring business continuity. The effect on the economy may
impact the Group in varying ways, which could lead to a direct bearing on the
Group's ability to generate future cash flows for working capital purposes.
The inability to gauge the length of such disruption further adds to this
uncertainty. For these reasons the generation of sufficient operating cash
flows remain a risk. Management is closely monitoring commercial and
technical aspects of the Group's operations to mitigate risk and believes the
Group will have access to sufficient working capital to continue operations
for the foreseeable future.
Consolidation
The consolidated financial statements consolidate the financial statements of
the Company and the results of its subsidiary undertakings Bidstack Limited,
Pubguard Ltd and Bidstack SIA, made up to 31 December 2021.
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
Going concern
The Board continues to adopt the going concern basis to the preparation of the
financial statements as it is confident of the Group continuing operations
into the foreseeable future, although material uncertainty exists in relation
to the group's ability to raise funds to sustain its operations.
The Board's forecasts for the Group include due consideration of contracted
minimum revenues, additional future revenues from anticipated new lines of
business, potential future capital in-flows, continued operating losses,
projected increase in cash-burn of the Group (and taking account of reasonably
possible changes in trading performance and also changes outside of expected
trading performance) for a minimum period of at least twelve months from the
date of approval of these financial statements. However, the Group forecasts
assume that further equity fundraising will take place in the next twelve
months in in order to implement its growth strategy and operate as a going
concern. Although the entity has had past success in fundraising and
continues to attract interest from investors, making the Board confident that
such fundraising will be available to provide the required capital, there can
be no guarantee that such fundraising will be available and, accordingly, this
constitutes a material uncertainty over going concern.
Notwithstanding the above, the Board has considered various alternative
operating strategies should these be necessary in the light of actual trading
performance not matching the Group's forecasts given current macro-economic
conditions and is satisfied that such revised operating strategies could be
adopted, if and when necessary. Therefore, the Directors consider the going
concern basis of preparation is appropriate.
The financial statements have been prepared on a going concern basis and do
not include the adjustments that would be required should the going concern
basis of preparation no longer be appropriate. The Group's business
activities, together with the factors likely to affect its future development,
performance and position are set out in the Chairman's statement in the Annual
Report.
The financial statements at 31 December 2021 show that the Group generated an
operating loss for the year of £7.9 million (2020: £6.9 million) after
accounting for the costs directly related to the issue of shares of £0.75
million (2020: £0.033 million); with cash used in operating activities of
£6.2 million (2020: £6.2 million). Group balance sheet also showed cash
reserves at 31 December 2021 of £7.1 million (2020: £2.3 million). The Group
is dependent on further equity fundraising in order to operate as a going
concern for at least twelve months from the date of approval of the financial
statements. Although the entity has had past success in fundraising and
continues to attract interest from investors, making the Board confident that
such fundraising will be available to provide the required capital, there can
be no guarantee that such fundraising will be available. Accordingly, this
constitutes a material uncertainty over going concern.
The Board has considered various alternative operating strategies should these
be necessary in the light of actual trading performance not matching the
Group's forecasts given the current macro-economic conditions, and are
satisfied that such revised operating strategies could be adopted, if and when
necessary.
Revenue Recognition
Under IFRS 15, revenue is recognised to depict the transfer of promised goods
or services to a customer in an amount that reflects the consideration to
which the Company expects to be entitled in exchange for those goods and
services. The underlying principle is a five-step approach to identify a
contract, determine performance obligations, the consideration and the
allocation thereof, and timing of revenue recognition. IFRS 15 also includes
guidance on the presentation of assets and liabilities arising from contracts
with customers, which depends on the relationship between Company's
performance and the customers' payment.
Revenue from contracts with customers is recognised when or as the Company
satisfies a performance obligation by transferring a promised good or service
to a customer. A good or service is transferred when the customer obtains
control of that good or service.
The Company assesses the contract with the customer to identify the separate
performance obligations which would consist of an 'access rights' and the
'provision of in-game advertising inventory'. The Company transfer of the
in-game advertising inventory sold usually coincides with the delivery of that
inventory and the customer being able to utilise it. The Company principally
satisfies its performance obligations at that point in time and recognises
revenue on delivery.
Revenue represents amounts receivable for goods and services provided in the
normal course of business, and excludes intragroup sales, Value Added Tax and
trade discounts. Revenue comprises of:
• Sales and development of advertising space and content which is recognised
on delivery accepted by the customer.
• Sponsorship income which is recognised at the point of delivery of the
service.
Net finance costs
Finance costs comprise interest on bank loans and other interest payable.
Interest on bank loans and other interest is charged to the Statement of
Comprehensive Income over the term of the debt using the effective interest
rate method so that the amount charged is at a constant rate on the carrying
amount.
Finance income comprises interest receivable on loans to related parties.
Interest income is recognised in the Statement of Comprehensive Income as it
accrues using the effective interest method.
Tax on the profit or loss for the year comprises current and deferred tax. Tax
is recognised in the Statement of Comprehensive Income except to the extent
that it relates to items recognised directly in equity, in which case it is
recognised in equity.
Taxation (https://library.cch.co.uk/cch_uk/dglmfs/39&p=#179)
Current tax is recognised as the amount of corporation tax payable in respect
of taxable profit for the current or past reporting periods using tax rates
and laws that have been enacted or substantively enacted by the reporting
date.
Deferred tax is recognised in respect of all timing differences at the
reporting date, except as otherwise indicated.
Deferred tax assets are only recognised 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 calculated using the tax rates and laws that have been enacted
or substantively enacted by the reporting date that are expected to apply to
the reversal of the timing difference.
With the exception of changes arising on initial recognition of a business
combination, the tax expense/(income) is presented either in the income
statement, other comprehensive income or equity depending on the transaction
that resulted in the tax expense/(income).
Deferred tax liabilities are presented within provisions for liabilities and
deferred tax assets within debtors. Deferred tax assets and deferred tax
liabilities are offset only if:
- the Company has a legally enforceable right to set off current tax assets
against current tax liabilities, and
- the deferred tax assets and deferred tax liabilities relate to corporation
tax levied by the same taxation authority on either the same taxable entity or
different taxable entities which intend either to settle current tax
liabilities and assets on a net basis, or to realise the assets and settle the
liabilities simultaneously.
- Research and Development Tax Credits are recognised as receivables when an
inflow of economic benefit is certain, until then a contingent asset in
respect of probable Corporation Tax is disclosed.
Valuation of investments
Investment in subsidiary undertakings are accounted for at cost less
impairment. Advances to subsidiaries are initially recorded at fair value
based on a market rate of interest and subsequently at amortised cost. The
difference between funds advanced and fair value is recorded in investments.
Impairment of fixed asset investments
An impairment review of fixed asset investments is conducted annually, and any
resulting impairment loss is measured and recognised on a consistent basis.
Leased assets
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
- Leases of low value assets; and
- Leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
incremental borrowing rate on commencement of the lease is used.
On initial recognition, the carrying value of the lease liability also
includes:
- amounts expected to be payable under any residual value
guarantee;
- any penalties payable for terminating the lease, if the term of
the lease has been estimated on the basis of the termination option being
exercised.
Right of use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:
- lease payments made at or before commencement of the lease;
- initial direct costs incurred; and
- the amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased asset.
Subsequent to initial measurement, lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for
example, it re-assesses the probability of a lessee extension or termination
option being exercised), it adjusts the carrying amount of the lease liability
to reflect the payments to make over the revised term, which are discounted at
the same discount rate that applied on lease commencement.
An equivalent adjustment is made to the carrying value of the right-of-use
asset, with the revised carrying amount being amortised over the remaining
(revised) lease term.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a
business combination and the fair value of Bidstack Group's share of the
identifiable assets and liabilities of the acquiree at the date of
acquisition. Subsequent to initial recognition, Goodwill is measured at cost
less accumulated impairment losses.
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.
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:
- Website costs - 5 years
- Trademarks - 10 years
- Brand - 5 years
- Software - 5 years
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As
well as the purchase price, cost includes directly attributable costs.
Depreciation is provided on all items of property, plant and equipment, so as
to write off their carrying value over their expected useful economic lives.
It is provided at the following rates:
- Computer equipment - 33.33% straight line
- Office equipment - 20% straight line
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks and other short-term highly liquid investments that are readily
convertible into known amounts of cash and which are subject to an
insignificant risk of changes in value.
Financial assets
The Group classifies all of its financial assets as loans and other
receivables. Financial assets do not comprise prepayments. Management
determines the classification of its financial assets at initial recognition.
Loans and receivables are non-derivative financial assets with fixed or
determinable payments. They are initially recognised at fair value and are
subsequently stated at amortised cost using the effective interest method,
less any impairment. Interest income is recognised by applying the effective
interest rate, except for short-term receivables when the recognition of
interest would be immaterial.
The Group's financial assets held at amortised cost comprise trade and other
receivables and cash and cash equivalents in the Statement of Financial
Position.
Financial liabilities
Trade and other payables are recognised initially at fair value and are
subsequently measured at amortised cost, using the effective interest method.
Share Capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new share or options are shown in equity as
deduction net of tax before proceeds.
Share-based payments
Where share options are awarded to employees, the fair value of the options at
the date of grant is charged to the income statement over the vesting period.
Non-market vesting conditions are taken into account by adjusting the number
of equity instruments expected to vest at each balance sheet date so that,
ultimately, the cumulative amount recognised over the vesting period is based
on the number of options that eventually vest. Market vesting conditions are
factored into the fair value of the options granted.
As long as all other vesting conditions are satisfied, a charge is made
irrespective of whether the market vesting conditions are satisfied. The
cumulative expense is not adjusted for failure to achieve a market vesting
condition.
Where the terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to the income statement over the
remaining vesting period. Where equity instruments are granted to persons
other than employees, the income statement is charged with fair value of goods
and services received.
Functional and presentation currency
Items included in the financial statements of the Group are measured using the
currency of the primary economic environment in which the Group operates ("the
functional currency"). The financial statements are presented in Pounds
Sterling (£) which is also the Group's functional currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where items are re-measured. Foreign exchange gains and losses
resulting from the settlement of transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Statement of Comprehensive Income.
4 Segmental information
During the year ended 31 December 2021 and the year ended 31 December 2020,
the Group operated one business segment, that of the provision of native
in-game advertising across the US and in EMEA.
The revenue has been segmented based on geographical regions US and EMEA. This
is used by the chief operating decision makers to perform their role.
31 December 31 December
2021 2020
£ £
Revenue by Geographical Region
US 863,691 399,874
EMEA 1,759,722 1,295,746
2,623,413 1,695,620
6 Exceptional items
31 December 31 December
2021 2020
£ £
Nonrecurring regulatory costs 124,555 -
Restructuring costs 98,000 -
222,555 -
11 Loss per share
The loss per share is based upon the loss of £6,297,444 (2020: loss of
£6,395,177) and the weighted average number of ordinary shares in issue for
the year of 519,507,993 (2020: 387,633,342).
The loss incurred by the Group means that the effect of any outstanding
warrants and options would be considered anti-dilutive and is ignored for the
purposes of the loss per share calculation.
21 Share capital and reserves
Allotted, called up and fully paid Ordinary 0.5p shares Share capital Share Premium
No. £ £
At 1 January 2021 388,374,057 6,234,261 27,984,716
Issue of placing shares 543,157,516 2,715,787 8,147,363
Cost of raising equity - - (756,753)
As at 31 December 2021 931,531,573 8,950,048 35,375,326
All ordinary shares are equally eligible to receive dividends and the
repayment of capital and represent equal votes at meetings of Shareholders.
The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2021 or 31 December 2020,
but is extracted from those accounts. Statutory accounts for 2020 have been
delivered to the Registrar of Companies and those for 2021 will be delivered
in due course. The auditor has reported on those accounts; their reports were
unqualified but contained an emphasis of matter in respect of going concern.
Note 2 of the Statutory Accounts for the year ended 31 December 2021 describes
how the business is dependent on further equity funding to sustain itself over
the following year. This condition indicates that a material uncertainty
exists that may cast significant doubt on the entity's ability to continue as
a going concern. The auditor's opinion was not modified in respect of this
matter. The Statutory accounts did not contain statements under s498(2) or (3)
of the Companies Act 2006.
Whilst the financial information included in this preliminary announcement has
been computed in accordance with International Financial Reporting Standards,
this announcement does not itself contain sufficient information to comply
with IFRS.
-ENDS-
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