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REG - Bidstack Group PLC - Interim Results

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RNS Number : 0840O  Bidstack Group PLC  29 September 2023

Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR"). Upon publication of this Announcement,
this information is considered to be in the public domain.

 

29 September 2023

 

Bidstack Group Plc

("Bidstack" or "the Company")

Interim Results for six months ended 30 June 2023

 

Bidstack Group plc (AIM: BIDS.L), the native in-game advertising group,
announces its unaudited results for the six months ended 30 June 2023.

 

The Interim Report for the period ended 30 June 2023 will be published on the
Company's website - www.bidstack.com (http://www.bidstack.com) today.

 

Financial Update

 

·      Revenue of £1.967m (H1 2022: £2.046m), demonstrating a strong
recovery following re-engagement with agencies and programmatic platforms
after the termination of the Azerion commercial partnership in December
2022.  The underlying prior year comparison (H1 2022: £0.4m) highlights the
growth in campaign sizes and quality of global brands;

·      Gross margin contracted to 25.9% (H1 2022: 39.9%), due to product
mix which is expected to improve in H2 2023;

·      Period end cash balance £2.084m (30 June 2022: £3.672m)

 

Post Period End Highlights

 

·      Bidstack Sports, the dedicated sports technology division
announced a partnership with StatusPRO's NFL PRO ERA and the Washington
Commanders professional football team to control their virtual stadium for
brand activations and fan engagement messaging;

·      Commencement of Venatus partnership on 4 September 2023,
outsourcing Bidstack's in-game advertising network.  Venatus has sole
ownership of direct sales of Bidstack's in-game inventory across US, UK,
Germany, Canada, Australia and South Korea leveraging its extensive global
sales presence;

·    A signed heads of terms, announced this morning in relation to a
proposed multi-year licensing agreement with Virtual Sport Technology ("VST"),
a sports marketing agency, subject to contract, for a licence fee of £1.5m
(two equal instalments of £0.75m paid quarterly in advance), with Bidstack
retaining a 70% share of future revenues during the initial term of 3 years.
Bidstack acts purely as the technology provider, empowering sports teams to
reach fans within their virtual stadiums;

·      Following a comprehensive business review on the back of
commercial partnerships announced a restructuring programme has been
implemented to reduce monthly cash burn and prioritise resources.  The
rationalisation in headcount, rephasing of hires, working capital management
and reduction in operating expenses should deliver c.£3m p.a. of annualised
savings;

·      Donald Stewart (Non-Executive Director) and Glen Calvert
(Non-Executive Director) stepped down from the Board at the end of the Annual
General Meeting on 21 July 2023;

·      Thomas Bullen (CFO) will step down from his role with immediate
effect.  The Company will commence a search for a successor.

 

Current trading and outlook

As we reach the end of Q3, the Board now anticipates that revenue for FY23E
will fall significantly short of previous market expectations, however due to
improving gross margin and cost savings, EBITDA should be broadly in
line. However, the Board believes that the outsourcing of our sales efforts
should allow the Company to focus on its technology platform.

 

The business is transitioning to its next phase of growth however the
following factors have impacted market expectations for the year:

 

·      The transition from in-house direct sales to Venatus in Q3 2023,
the onboarding process is progressing well to ensure a healthy Q4 2023 and
strong start to FY24.

·      The proposed licensing agreement with VST, subject to contract,
includes a licence fee of £1.5m (two equal instalments of £0.75m paid
quarterly in advance).

·      Over the past several months, the Board and the Management team
have diligently examined numerous possible financing options with the primary
aim of securing the necessary capital to address the Company's immediate and
mid-term funding requirements. After an extensive search for the best route to
access capital by the Group, the Independent Directors believe that the
proposed transaction announced with VST today, albeit a related party
transaction and subject to contract, represents the best value for
shareholders at this present time. However, the Board will continue to keep
all future funding options under review.

·      The technical development of the open marketplace has
unfortunately taken longer than anticipated.  While we do not expect open
marketplace to be the primary source of company revenue going forward due to
the increased focus on technology licensing, we are continuing to pursue this
initiative to generate additional passive income from our existing mobile
publishers.

·      Operating cost reductions should lower FY23E operating costs by
c.£2m and generate annualised savings of c.£3m p.a.

 

At the same time the Company will continue to pursue its claim against
Azerion.

 

Dr. David Reeves, Chairman, said:

 

"The Board is pleased with the proposed acceleration of the business towards a
technology licensing business.  The announcement of the partnership with
Venatus and proposed agreement with VST in quick succession should enable the
business to move rapidly to further adapt its cost base.  Looking ahead,
Bidstack should now be well positioned to generate recurring revenue and
capture upside potential.  I would like to thank the Board and management
team for the hard work over the past six months."

 

James Draper, Chief Executive, said:

 

"The first six months of trading highlights the underlying growth in in-game
advertising and was a crucial period in identifying opportunities to scale
revenue which is evident in the shift in focus to enterprise customers.  This
has led to some tough decisions regarding the personnel within the Group as we
reviewed how we take our products to market.

 

The partnership with Venatus on our network gives Bidstack a well-respected
partner in gaming as we generate revenue through brand activations for our
contracted game publishers.

 

The proposed partnership with VST should empower our talented team to focus on
the technology and supporting our customers.

 

The clear actions and positive financial impact over the medium to longer term
of outsourcing media and technical sales concentrates Bidstack's efforts on
compounding revenue with similar commercial prospects across other network and
publisher partners."

 

 

 

For further information please contact:

 

 Bidstack Group Plc

 James Draper, CEO                        via SPARK

 SPARK Advisory Partners Limited (Nomad)

 Mark Brady/Neil Baldwin/James Keeshan    +44 (0) 203 368 3550

 Stifel Nicholas Europe Limited (Broker)

 Fred Walsh/Tom Marsh                     +44 (0) 20 7710 7600

Chairman's Statement

 

H1 2023 Trading and Post Period Updates

 

During the first six months of the year, Bidstack demonstrated underlying
revenue growth and significant progress around enterprise customers. This has
enabled rapid implementation of cost restructuring action and favourable
product mix effect on gross margins taking effect from H2 2023 onwards.

 

Revenue has been predominantly driven by an internal direct sales strategy
following the termination of the Azerion commercial partnership in December
2022.  The underlying revenue performance H1 2023: £1.967m (H12022 £0.4m
ex-Azerion) represents c.400% increase from growing campaign sizes and
rebookings with blue chip brands across all categories such as Kroger,
Nerdwallet, JP Morgan Chase, Apple Arcade, McDonalds, Magnum, Samsung and
Skoda.  This demonstrates a strong recovery as Bidstack adapted by
re-engaging with agencies and programmatic platforms to maintain market
share.  However, the strategy to outsource sales and identify a partner was a
high priority for the management team.

 

The roll out of the open marketplace, a key revenue initiative faced technical
delays and has unfortunately taken longer than anticipated which has hampered
revenue expectations for the year.  While we do not expect the open
marketplace to be the primary source of company revenue going forward due to
increased focus on technology licensing, we are continuing to pursue this
initiative to generate additional passive income for the existing mobile
publishers.

 

After the period end, Bidstack is accelerating its transition into an
accretive technology licensing model.  This includes the outsourcing of its
ad-network sales to gaming specialist agency Venatus and the proposed
partnership with sports marketing agency Virtual Sport Technology to sell
Bidstack's platform to sports leagues, teams and publishers.

Outsourcing Bidstack's in-game advertising network to Venatus

 

The partnership with Venatus, a gaming specialist agency, commenced on the 4th
September 2023 with the combined objective to aggressively accelerate market
share gains and industry growth.  Venatus was founded in 2010 by Rob Gay
(CEO) and Matt Cannon (COO) and is based in London with offices in New York,
Los Angeles, Sydney and Seoul.  In 2021, Livingbridge private equity invested
behind the global expansion of Venatus which is most recently reflected in key
hires in the US.

Venatus has sole ownership of direct sales of Bidstack's in-game inventory
across US, UK, Germany, Canada, Australia and South Korea leveraging its
extensive global sales presence.  The access to Bidstack's intrinsic in-game
network adds another dimension to the Venatus offer which centres on campaigns
in-game, next to the game and around the game.

Bidstack and Venatus have historically worked together and both are pleased to
leverage their relationship and synergies.  This partnership plays to
Venatus' strength as a proven sales house within the gaming segment of the
advertising industry and solidifies Bidstack's role as a technology provider.

Proposed multi-year licensing agreement with Virtual Sport Technology Limited

 

Sports leagues and teams have long been identified as enterprise customers of
Bidstack's platform.  Until now, Bidstack and its competitors have been
unable to monetise sports games within a fully licensed stadium due
restrictions from official sponsors.  By placing the control of the brand
activations into the hands of the leagues and teams, these licensed stadiums
become monetisable for Bidstack's partners.  Bidstack acts purely as the
technology provider, empowering sports teams to reach fans within their
virtual stadiums with a level of targeting and flexibility that has never been
possible in the world of sport before.

 

The non-binding heads of terms terms for the proposed the multi-year licensing
agreement with VST, which remains subject to contract, are as follows:

 

●     Bidstack would provide VST worldwide third party exclusivity to
provide access to Bidstack's proprietary video game content management
platform to rights-holders including sports leagues, teams and publishers for
an initial term of three years with a further three year extension mutually
available;

●     VST would pay Bidstack a licence fee of £1.5m (two equal
instalments of £0.75m paid quarterly in advance);

●     Bidstack would provide certain support services to VST in
consideration of a quarterly service fee of £45,000; and

●     Bidstack would capture upside of the growth potential through
retaining a revenue share of 70 per cent.

As part of these arrangements, certain Bidstack employees would transfer their
employment to VST with the consequent cost saving to Bidstack.

 

 

Cost savings

Following a comprehensive business review, a restructuring programme has been
implemented to reduce the monthly cash burn and prioritise resources.  The
Directors believe that the rationalisation in headcount, rephasing of hires,
working capital management and reduction in operating expenses delivers c.£3m
p.a. of annualised savings.  This is primarily driven by the positive impact
of outsourcing of commercialisation to external parties whilst operating on a
leaner cost base.

Board Changes and Review

 

As announced on the 18 July 2023, the Company has been undertaking a review of
the respective roles and responsibilities of the Board.

 

Following the Company's Annual General Meeting on 21(st) July 2023, Donald
Stewart (Non-Executive Director) and Glen Calvert (Non-Executive Director)
both stepped down from the Board to focus on other business commitments.

 

Thomas Bullen (CFO) will step down from his role with immediate effect.  The
Company will commence a search for a successor.

 

The Board will continue to evaluate its needs going forward and seek to review
the structure, size, composition, skills and experience.  A committee of the
Board shall make recommendations in regard to any adjustments considered
necessary and the Company will make further announcements as appropriate.

 

Future Prospects

 

As we reach the end of Q3, the Board now anticipates that revenue for FY23E
will fall significantly short of previous market expectations, however due to
improving gross margin and cost savings, EBITDA should be broadly in
line. However, the Board believes that the outsourcing of our sales efforts
should allow the Company to focus on its technology platform.

 

The business is transitioning to its next phase of growth however the
following factors has impacted market expectations for the year:

 

·      The transition from in-house direct sales to Venatus in Q3 2023,
the onboarding process is progressing well to ensure a healthy Q4 2023 and
strong start to FY24.

·      Signing of the non-binding heads of terms for the proposed
multi-year licensing agreement with VST, for an initial £1.5m, with Bidstack
retaining a 70% share of future revenues during the initial term of 3 years.

·      The technical development of the open marketplace has
unfortunately taken longer than anticipated.  While we do not expect open
marketplace to be the primary source of company revenue going forward due to
the increased focus on technology licensing, we are continuing to pursue this
initiative to generate additional passive income from our existing mobile
publishers;

·      Operating costs to reduce FY23E operating costs by c.£2m and
generate annualised savings of c.£3m p.a.

 

The recent developments enable Bidstack to scale revenue on a leaner cost base
as it evolves into a technology provider empowering its enterprise
customers.  Bidstack has improving visibility and commercial partnerships in
place driven by:

 

·      Potential recurring revenue from VST's proposed licensing
agreement that is expected to compound through retaining a revenue share;

·      Outsourcing of ad-network sales to Venatus' 40 gaming specialists
in the following exclusive markets US, UK, Canada, Germany, South Korea and
Australia;

·      Outsourcing of ad-network to remaining markets to known and
trusted gaming specialists;

·      Optimisation of open marketplace in Q4 2023 and beyond following
delayed rollout to generate passive revenue;

·      Benefit from rapid restructuring action that contracts the cost
base as it migrates from a media model to a software-as-a-service model which
significantly improves the working capital profile.

 

It is expected that the proposed commercial terms of the licensing agreement
with VST and outsourcing of ad-network sales to Venatus will provide cash flow
and limit dilution to existing shareholders.  However, the Board will also
continue to keep all funding options under review.

 

Dr. David Reeves

Chairman

 

 

 

Unaudited Condensed Consolidated Statement of Total Comprehensive Income

for the interim period ended 30 June 2023

 

                                                                               Note  Unaudited        Unaudited        Audited

                                                                                     6 months ended   6 months ended   year

                                                                                     30 Jun 2023      30 Jun 2022      ended

                                                                                                                       31 Dec 2022
                                                                                     £                £                £

 Revenue                                                                             1,967,779        2,045,986        5,267,155
 Cost of sales                                                                       (1,457,298)      (1,229,225)      (1,484,512)
 Gross profit                                                                        510,481          816,761          3,782,643

 Administrative expenses                                                             (5,972,383)      (3,769,066)      (11,352,785)
 Share based payment charge                                                    6     115,413          (738,435)        (1,192,931)
 Operating loss                                                                      (5,346,489)      (3,690,740)      (8,763,073)

 Finance income                                                                      501              96               749
 Finance costs                                                                       (3,853)          (1,442)          (2,998)
 Loss before taxation                                                                (5,349,841)      (3,692,086)      (8,765,322)

 Taxation                                                                            325,000          938,184          1,079,136
 Loss for the period                                                                 (5,024,841)      (2,753,902)      (7,686,186)

 Other comprehensive income
 Items that may be subsequently reclassified to profit or loss
 Currency translation differences                                                    (145,242)        (10,675)         113,358
 Total comprehensive loss for the period attributable to owners of the parent        (5,170,083)      (2,764,577)      (7,572,828)

 Loss per share - basic and diluted (pence)                                    5     (0.39)           (0.30)           (0.62)

 

The above consolidated statement of profit and loss and other comprehensive
loss for the period relates to continuing operations for the Group.

 

 

 

Unaudited Condensed Consolidated Statement of Financial Position

as at 30 June 2023

 

                                Note  Unaudited     Unaudited     Audited

                                      30 Jun 2023   30 Jun 2022   31 Dec 2022
 ASSETS                               £             £             £
 Non-current assets
 Intangible assets              7     828,066       233,162       765,454
 Right of use asset                   2,240         5,600         3,920
 Property, plant and equipment        44,313        45,841        56,623
 Total non-current assets             874,619       284,603       825,997

 Current assets
 Trade and other receivables    8     10,064,279    4,284,584     9,319,868
 Cash and cash equivalents            2,084,355     3,671,976     8,662,039
 Total current assets                 12,148,634    7,956,560     17,981,907

 Total assets                         13,023,253    8,241,163     18,807,904

 EQUITY AND LIABILITIES
 Equity
 Share capital                  9     10,796,670    8,950,048     10,796,670
 Share premium                        43,216,919    35,375,326    43,216,919
 Share-based payment reserve          2,667,483     2,328,400     2,782,896
 Merger relief reserve                6,508,673     6,508,673     6,508,673
 Reverse acquisition reserve          (23,320,632)  (23,320,632)  (23,320,632)
 Warrant reserve                      -             71,480        -
 Foreign exchange reserve             (21,295)      (86)          123,947
 Retained losses                      (34,515,893)  (24,630,248)  (29,491,052)
 Total equity                         5,331,926     5,282,961     10,617,421

 Non-current liabilities
 Lease liability                      -             2,416         614
 Total non-current liabilities        -             2,416         614

 Current liabilities
 Trade and other payables             7,688,911     2,952,597     8,186,323
 Lease liability                      2,416         3,189         3,546
 Total current liabilities            7,691,327     2,955,786     8,189,869

 Total liabilities                    7,691,327     2,958,202     8,190,483

 Total equity and liabilities         13,023,253    8,241,163     18,807,904

 

The interim financial report was approved by the board of Directors on 29
September 23 and signed on its behalf by:

 

 

 

David Reeves

Chairman of Bidstack Group Plc

Unaudited Condensed Consolidated Statement of Changes in Equity

for the six months to 30 June 2023

 

                                          Share capital  Share premium  Share-based payment reserve  Merger relief reserve  Reverse acquisition reserve  Foreign exchange reserve  Retained losses

                                                                                                                                                                                                    Total

                                                                                                                                                                                                    equity
                                          £              £              £                            £                      £                            £                         £                £

 As at 1 January 2023                     10,796,670     43,216,919     2,782,896                    6,508,673              (23,320,632)                 123,947                   (29,491,052)     10,617,421
 Loss for the period                      -              -              -                            -                      -                            -                         (5,024,841)      (5,024,841)
 Other comprehensive loss:
 Foreign currency exchange difference     -              -              -                            -                      -                            (145,242)                 -                (145,242)
 Total comprehensive loss for the period  -              -              -                            -                      -                            (145,242)                 (5,024,841)      (5,170,083)

 Transactions with owners
 Share-based payments                     -              -              (115,413)                    -                      -                            -                         -                (115,413)
 Total transaction with owners            -              -              (115,413)                    -                      -                            -                         -                (115,413)

 As at 30 June 2023                       10,796,670     43,216,919     2,667,483                    6,508,673              (23,320,632)                 (21,295)                  (34,515,892)     5,331,925

Unaudited Condensed Consolidated Statement of Changes in Equity

for the six months to 30 June 2022

 

                                          Share capital  Share premium  Share-based payment reserve  Merger relief reserve  Reverse acquisition reserve  Foreign exchange reserve  Warrant reserve  Retained losses  Total equity
                                          £              £              £                            £                      £                            £                         £                £                £

 As at 1 January 2022                     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
 Loss for the period                      -              -              -                            -                      -                            -                         -                (2,753,902)      (2,753,902)
 Other comprehensive loss:
 Foreign currency exchange difference     -              -              -                            -                      -                            (10,675)                  -                -                (10,675)
 Total comprehensive loss for the period  -              -              -                            -                      -                            (10,675)                  -                (2,753,902)      (2,764,577)

 Transactions with owners
 Share-based payments                     -              -              738,435                      -                      -                            -                         -                -                738,435
 Total transaction with owners            -              -              738,435                      -                      -                            -                         -                -                738,435

 As at 30 June 2022                       8,950,048      35,375,326     2,328,400                    6,508,673              (23,320,632)                 (86)                      71,480           (24,630,248)     5,282,961

 

 

Audited Consolidated Statement of Changes in Equity

for the year ended 31 December 2022

                                        Share capital  Share premium  Share-based payment reserve  Merger relief reserve  Reverse acquisition reserve  Foreign exchange reserve  Warrant reserve  Retained losses

                                                                                                                                                                                                                   Total

                                                                                                                                                                                                                   equity
                                        £              £              £                            £                      £                            £                         £                £                £

 As at 01 January 2022                  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
 Loss for the year                      -              -              -                            -                      -                            -                         -                (7,686,186)      (7,686,186)
 Other comprehensive loss:
 Foreign currency exchange difference   -              -              -                            -                      -                            113,358                   -                -                113,358
 Total comprehensive loss for the year  -              -              -                            -                      -                            113,358                   -                (7,686,186)      (7,572,828)

 Transactions with owners
 Issue of shares                        1,839,122      8,643,873      -                            -                      -                            -                         -                -                10,482,995
 Issue of share options exercised       7,500          22,500         -                            -                      -                            -                         -                -                30,000
 Costs of raising equity                -              (824,780)      -                            -                      -                            -                         -                -                (824,780)
 Share-based payments                   -              -              1,192,931                    -                      -                            -                         -                -                1,192,931
 Unexercised lapsed warrants            -              -              -                            -                      -                            -                         (71,480)         71,480           -
 Total transaction with owners          1,846,622      7,841,593      1,192,931                    -                      -                            -                         (71,480)         71,480           10,881,146

 As at 31 December 2022                 10,796,670     43,216,919     2,782,896                    6,508,673              (23,320,632)                 123,947                   -                (29,491,052)     10,617,421

Unaudited Condensed Consolidated Statement of Cash Flows

                                                                 6 months to             30 Jun 2023              6 months to              30 Jun 2022               Year end to           31 Dec 2022
                                                                 £                                                £                                                  £
 Cash flows from operating activities
 Loss before taxation                                            (5,349,841)                                      (2,753,902)                                        (8,765,322)
 Adjustments for:
 Amortisation - Intangibles                                      79,544                                           15,598                                             71,528
 Amortisation - Right of use asset                               1,680                                            1,680                                              3,360
 Depreciation                                                    17,463                                           13,140                                             28,765
 Equity settled share-based payments                             (115,413)                                        738,435                                            1,192,931
 Interest received                                               (501)                                            (96)                                               (749)
 Interest paid                                                   3,853                                            1,442                                              2,998
 Bad debts expense                                               -                                                -                                                  1,456,236
 Exchange differences on translation of foreign operations       (145,242)                                        (10,675)                                           113,358
                                                                 (5,508,457)                                      (1,994,378)                                        (5,896,895)
 Changes in working capital
 Increase in trade and other receivables                         (419,411)                                        (1,532,550)                                        (8,199,385)
 (Decrease)/increase in trade and other payables                 (497,411)                                        127,679                                            5,361,405
 Cash used in operations                                         (6,425,279)                                      (3,399,249)                                        (8,734,875)

 Taxation credits received                                       -                                                -                                                  1,254,451
 Net cash used in operations                                     (6,425,279)                                      (3,399,249)                                        (7,480,424)

 Cash flow from investing activities
 Investment in intangible assets                                 (142,155)                                        -                                                  (588,222)
 Investment in property, plant and equipment                     (5,153)                                          (12,462)                                           (38,869)
 Net cash flow used in investing activities                      (147,308)                                        (12,462)                                           (627,091)

 Cash flow from financing activities
 Proceeds from issue of share capital                            -                                                -                                                  10,512,995
 Cost of issue                                                   -                                                -                                                  (824,780)
 Principal movement on lease liabilities                         (1,744)                                          (1,872)                                            (3,318)
 Interest received                                               501                                              96                                                 749
 Interest paid on lease liabilities                              (3,854)                                          (1,443)                                            (2,998)
 Net cash generated from financing activities                    (5,097)                                          (3,219)                                            9,682,648

 (Decrease)/increase in cash and cash equivalents in the period  (6,577,684)                                      (3,414,930)                                        1,575,133

 Cash and cash equivalents at beginning of period                8,662,039                                        7,086,906                                          7,086,906

 Cash and cash equivalents at the end of the period              2,084,355                                        3,671,976                                          8,662,039

for the interim period ended 30 June 2023

 

 

Notes to the unaudited interim report for six months ended 30 June 2023

1      General information

The Company is a public limited company which is admitted to trading on the
AIM Market of the London Stock Exchange and is incorporated and domiciled in
the UK. The address of the registered office is Wework The Hewett 3(rd) Floor,
14 Hewett Street, London, United Kingdom, EC2A 3NP. The registered number of
the company is 04466195.

2      Basic of preparation

The condensed consolidated interim financial statements consolidates those of
the Company and its trading subsidiaries, Bidstack Limited, Pubguard Ltd,
Bidstack SIA, Bidstack Technologies Ltd, Bidstack Sports Limited and Bidstack
Inc. (together the "Group") for the six months ended 30 June 2023. These
condensed consolidated interim financial statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006.

 

These condensed consolidated interim financial statements have been prepared
in accordance with the AIM rules and the recognition and measurement
requirements of UK-adopted International Accounting Standards ("UK-IAS") and
adopting the accounting policies that will be applied in the 31 December 2023
annual financial statements.

 

These condensed consolidated financial statements should be read in
conjunction with the financial statements for the year ended 31 December 2022,
which is available on the Group's website at www.bidstack.com.

 

3      Accounting policies

Going concern

 

The interim results have been prepared on a going concern basis which assumes
that the Group will be able to continue trading for the foreseeable future.
Although an operating loss has been reported for the reporting period and an
operating loss is expected to be incurred in the 12 months subsequent to the
date of this report, the Directors believe, having considered all available
information, including the cash resources currently available to the Group,
that the Group will have sufficient funds to meet its expected committed and
contractual expenditure for the foreseeable future. Thus, the Directors
continue to adopt the going concern basis of accounting in preparing the
interim financial report for the period ended 30 June 2023.

 

Summary of significant accounting policies

 

The accounting policies applied by the Group in these condensed consolidated
interim financial statements are the same as those applied by the Group in the
financial statements disclosed as at and for the year ended 31 December 2022.

4      Critical accounting judgements and estimates

 

The preparation of the condensed consolidated interim financial statements
requires directors to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these
judgements and estimates.

 

In preparing these condensed consolidated interim financial statements, the
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the same as those
that applied to the audited consolidated financial statements for the year
ended 31 December 2022.

 

5      Loss per share

 

Basic and diluted loss per share

 

The calculation of basic and diluted loss per share is based upon the loss of
attributable to equity holders divided by the weighted average number of
shares in issue during the period.

 

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.

                                                        6 months to             30 Jun 2023              6 months to   Year ended

30 Jun 2022
31 Dec 2022
 Loss for the period from continuing activities (£'s)   (5,024,841)                                      (2,764,577)   (7,686,186)
 Weighted average number of ordinary shares             1,300,855,984                                    931,531,573   1,235,295,798

 Basic and diluted loss per share (pence)               (0.39)                                           (0.30)        (0.62)

 

 

All ordinary shares are equally eligible to receive dividends and the
repayment of capital and represent equal votes at meetings of shareholders.

 

6      Share based payment expense.

 

                             6 months to             30 Jun 2023              6 months to   Year ended

30 Jun 2022
31 Dec 2022
                             £                                                £             £

 Share based payment charge  (115,413)                                        738,435       1,192,931

 

 

The calculation of the share-based payment expense is based on the grant date
fair value to establish the fair value per instrument. This fair value is
multiplied by the number of options that are expected to vest after
considering performance conditions and the likelihood of these performance
conditions being met.

 

In the six months to June 2023, the revenue targets set as performance
conditions the for the LTIP awards made in December 2021 ("LTIP 2021") and
LTIP awards made in December 2022 ("LTIP 2022") are now not expected to meet
the minimum threshold for vesting for the year ended 31 December 2023. The
revenue targets for FY2024 and FY2025 for both LTIP 2021 and LTIP 2022 are
currently expected to be met.

 

The result of result of this is a remeasurement to the options expected to
vest and reversal of the expense associated with these options equates to
£458,032, which has been offset against the underlying charge for options
continuing to vest as normal.

 

 

 

 

 

7      Intangible assets
                    Website costs                  £                    Trademarks                  £                    Software                  £                    Brand                  £                    Goodwill                  £                    R&D      Total                  £

£
 Cost
 At 1 January 2023  48,618                                              1,460                                            88,205                                         29,402                                       168,000                                       588,222  923,907
 Additions          -                                                   -                                                -                                              -                                           -                                              142,155  142,155
 At 30 June 2023    48,618                                              1,460                                            88,205                                         29,402                                      168,000                                        730,377  1,066,062

 Amortisation
 At 1 January 2023  43,249                                              688                                              55,637                                         18,546                                       -                                             40,333   158,453
 Charge             3,835                                               73                                               8,142                                          2,714                                       -                                              64,779   79,543
 At 30 June 2023    47,084                                              761                                              63,779                                         21,260                                      -                                              105,112  237,996

 Net book
 At 30 June 2023    1,533                                               699                                              24,426                                         8,142                                       168,000                                        625,265  828,066
 At 31 Dec 2022     1,533                                               699                                              24,426                                         8,142                                       168,000                                        547,889  765,454

 

 

Research and development costs are internally generated intangible assets
associated with the development of the Group's products.

 

8      Trade and other receivables

 

                                    30 Jun 2023  30 Jun 2022  31 Dec 2022
                                    £            £            £
 Trade receivables                  7,120,874    1,131,621    6,857,633
 Contract assets                    6,905        32,538       10,500
 Prepayments                        1,516,119    235,080      1,205,045
 Other receivables                  1,095,378    1,947,162    307,491
 Corporation tax                    325,000      938,183      939,199
 Total trade and other receivables  10,064,276   4,284,584    9,319,868

 

 

 

The Group applies the IFRS 9 simplified approach to measuring expected credit
losses (ECL) which uses a lifetime expected loss allowance for all trade
receivables. The trade receivables do not contain a significant financing
component as the credit terms offered by the Group to its customers are 45
days.

 

The Group measures ECL based on historical data by determining the historical
default rates to be applied to the Group's trade receivables. The Group
adjusted the historical default rates to incorporate forward looking
information looking at any linear or non-linear relationships that could
impact the Group's credit losses.

 

The Group apply those default rates against the trade receivables that have
been analysed out into time buckets based on their risk profile to determine
the ECL to be applied. The Group separately assesses the trade receivables for
any bad debt provisions.

 

During the period end 30 June 2023, the Group has made a nil bad debt
provision against the trade receivables.

 

9      Share capital and share premium

 

 Allotted, called up and fully paid  Ordinary 0.5p shares      Share capital      Share premium
                                     No.                       £                  £

 At 1 January 2022                   931,531,573               8,950,048          43,216,919
 Issue of shares                     369,324,411               1,846,622          -
 As at 31 December 2022              1,300,855,984             10,796,670         43,216,919
 As at 30 June 2023                  1,300,855,984             10,796,670         43,216,919

 

All ordinary shares are equally eligible to receive dividends and the
repayment of capital and represent equal votes at meetings of shareholders.

 

 

 

 

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