ANNUAL REPORT
& ACCOUNTS
2020
Bidstack Group Plc Annual Report and Accounts For the year ended 31 December 2020 Registered number 04466195
1
Bidstack Group PLCAnnual Report and Accounts 2020 Contents
CEO’s Letter
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Executive Summary
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2
4
Build
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Grow
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Accelerate
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Future
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Company Information
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Chairman’s Statement
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Strategic Report
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Governance
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98
Director’s Report
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100
Statement of Directors’ Responsibilities
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108
Independent Auditor’s Report
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109
Consolidated Statement of Comprehensive Income
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112
Consolidated Statement of Financial Position
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113
Company Statement of Financial Position
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114
Consolidated Statement of Changes in Equity
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115
Company Statement of Changes in Equity
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116
Consolidated Statement of Cash Flows
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Company Statement of Cash Flows
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118
Notes to the Financial Statements
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119
Glossary
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139
Contact
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146
Bidstack Group Plc
Annual Report and Accounts
For the year ended 31 December 2020
Registered number 04466195
CEO’s Letter
Follow Our Journey
Bidstack is creating technologies to
generate and globally scale brand
advertising revenue, for the Interactive
Entertainment industries – initially, within
video games, termed ‘in-game advertising’
In 2020, our suite of advertising technology products
empowered game developers to monetise in-game assets
such as pitch-side banners, trackside billboards, clothing and
cityscape hoardings with brand media spend from across the
world.
The addition of Ubisoft to our client roster in 2020, alongside
Codemasters (an EA company) and Sega Europe’s Sports
Interactive, has given us the breadth of game genres,
audiences and platforms to refine our proposition.
In the following pages, we are excited to showcase the work
we have concluded to date, as well as our vision for how
Interactive Entertainment can attract brand advertising
spend, whilst maintaining the virtual world’s immersion.
We are not just building a company, but a new sector within
the advertising industry, initially titled ‘in-game advertising’.
Brand spend targeted towards gamers back in the summer
of 2017 was not an area that agencies were focused on,
when we first announced our partnership with Sega Europe’s
Sports Interactive.
Catalysts
We are now seeing a lasting seismic change, as all the major
agency holding groups have begun the process of building
out gaming-focused divisions and even some advertisers
are in-housing specialists. This highlights the dedicated
client spend that is being funnelled into this new advertising
channel.
2020 will be looked back on as a breakthrough year for this
emerging industry.
Two factors contributed to this:
• The disruption to the advertising landscape derived from
the global pandemic and social distancing which was a
catalyst for change in agreed media plans.
• The explosion of daily consumption of video game
content.
National lockdowns triggered sufficient disruption to the
advertising industry at large, in particular to out-of-home,
sport sponsorship and in-venue advertising. As gaming
consumption surged, brands chased the eyeballs into the
virtual world.
2
Bidstack Group PLCAnnual Report and Accounts 2020 Establishing A New Standard
Future
Nevertheless, in today’s digital age, every new advertising
medium needs to establish and define the standards for
third-party verification to enable brands to deploy spend.
What is a billable advertising impression? How is viewability
calculated? Is there evidence of brand recognition uplift?
Can advertisers add in tracking pixels to their creative,
independently verifying the number of ‘billable’ advertising
impressions served?
Our work alongside the IAB, Moat and research organisations
such as Lumen Research, has reassured the advertising
industry that in-game is a medium they can plan around
and report transparently back to their clients. We have seen
a number of studies and verifications in 2020 that have
solidified our industry, but more work needs to be done.
As a business, we are very proud of the work we’ve achieved
with our friends over at Football Manager, the industry’s
proof of concept. Bidstack’s multi-year exclusive deal with
Football Manager saw advertisers from over 30 markets run
campaigns within the game in 2020, with our technology
providing the end-to-end serving and reporting, generating
a sustainable incremental revenue stream for Sports
Interactive.
From an industry awareness point of view, in-game
advertising broke into the mainstream when Bidstack worked
alongside the U.K. Government to promote the ‘Stay Home,
Save Lives’ campaign, receiving worldwide press coverage.
This technology is scalable across all platforms, devices and
game engines — and through the data we’ve gathered, we
are now focusing our energy on bringing more successful
products that can continue to serve the Interactive
Entertainment markets with global advertising spend over
the coming years and beyond.
We watch with interest market trends that will be strategically
significant for how our tools will be used over the next
decade. Some of these include:
• The progression towards game studio consolidation
reflected in the following transactions such as our friends
at Codemasters being acquired by EA for $1.2 billion and
Microsoft acquiring ZeniMax for $7.5 billion.
• A push toward code-less content creation, meaning that
anyone can create their own game, or movie…
• Photo-realistic game-engine advancements that have
seen a diversification of use-cases of game industry
technology, such as the use of the Unreal Engine in Star
Wars’ Mandalorian TV series.
• Ubisoft’s Hyper Scape has a Twitch-plugin technology
that enables gamers to interact with and influence a
streamers game. Stitching together the entertainer
and fan/streamer and enabling them both to play
and collaborate together, isn’t possible in any other
entertainment form.
• The evolution of cloud-gaming infrastructure — there are
a number of interesting patents being filed currently that
will bring gaming worlds to life in a way that local under-
the-TV hardware could never achieve on its own.
Given these trends, we see a future where democratised
content creation enabled by open-source platforms will
ultimately cause the demise of cinema and TV as we know it
— and competitive gaming will take ever-increasing portions
of budgets from established entertainment and sports at an
ever-increasing rate. When you add into that the possibilities
of meshing together the fan with their hero, the commercial
possibilities, from a brand-activation standpoint, will become
increasingly lucrative and technology-reliant.
For now, we look back on 2020 with a sense of satisfaction —
the industry is beginning to commercialise, the team we have
put in place is empowered and obsessed with helping our
customers monetise, and the trends in the gaming market
are moving further towards our proposition.
Thank you to our supportive investors and partners.
James.
3
Bidstack Group PLCAnnual Report and Accounts 2020 Executive Summary
2020 Financial Highlights
Our revenue trajectory for 2020
improved quarter-on-quarter as we
exceeded market expectations. It was
our first year of commercialisation
reflected in the establishment of the
sales network in core markets and
reinforcing our presence in the US.
- £6.9M
Operating Loss
2019: - £5.3m
69
Headcount
2019: 49
£1.7M
Revenue
2019: £140k
£2.3M
Cash
2019: £3.1M
4
Bidstack Group PLCAnnual Report and Accounts 2020 5
Bidstack Group PLCAnnual Report and Accounts 2020 Executive Summary
2020 Business Highlights
Advertisers
Overview
• Bidstack ran over 40 in-game advertising campaigns in 2020.
• We ran Brand Uplift studies on 10 of those campaigns to show clear ROI.
• Our ads were viewed on average 2.4x times more often than display ads.
• Our ads grabbed 20% more attention than Facebook ads, with 27.5 minutes/thousand
impressions versus 23 for Facebook ads.
• Our ads increased spontaneous recall by 2.3x compared to standard display ads.
• Find a full list of brand uplift studies on page 42. Brands include Coca-Cola, McDonald’s,
Volkswagen, TalkTalk, MG, Santander UK, Acer, Jimmy Dean and Paco Rabanne.
Commercial Highlights
• We have also established commercial agreements covering 30+ markets, signing 25
new partners to our Approved Partner Network.
• We have now signed 5 agreements with the largest advertising agency holding groups.
• Over 10 brands ran their campaigns directly with us, across five key verticals: luxury,
CPG, financial services, automotive and retail.
• Teamed up with Moat by Oracle to verify Bidstack’s ads are free from invalid, malicious
or fraudulent activity.
• We have agreed to partnerships with media measurement firms Nielsen and ComScore.
• Helped define a new ad category with the IAB.
• Became the first multi-platform in-game advertising company to gain IAB UK
“Gold Standard 1.1” certification.
Find a longer list of our 2020 commercial highlights on page 42.
6
Bidstack Group PLCAnnual Report and Accounts 2020 Attention Per ‘000 Impressions (Mins)
27.5
24.8
23
22
11.7
5.4
2.6
Mobile
Display
Desktop
Display
Bidstack all
test groups
(Exposed to ads)
Bidstack
FM test groups
(Exposed to ads)
Press
Facebook
OOH
Brand Recall
Bidstack all test groups (Exposed to Ads)
Standard display Norm
31%
30%
16%
7%
Spontaneous Recall
Prompted Recall
Percent viewed
85%
91%
36%
Bidstack all test groups
(Exposed to ads)
Bidstack Football Manager test groups
(Exposed to ads)
Standard display norm
7
Bidstack Group PLCAnnual Report and Accounts 2020 Executive Summary
2020 Business Highlights
Publishers & Platforms
More games and esports teams and franchises added
• Signed 5 games across 3 AAA game studios: Sega / Sports Interactive,
Codemasters — an EA company, Ubisoft.
• Overall, we are now working with over 20 games.
• 6 new esport team collaborations and 2 franchises signed.
• A further 6 AAA games covered by broader partnership agreements signed.
• Signed VR game studio (Rezzil).
• We have defined and built viewability SDK based reporting with publishers
across 3 game genres (Racing, Open World, Stadium).
• We have signed and delivered an esports team campaign and partnership.
• We have signed an exclusive 3rd party integrated development partnership
with a leading game.
Find a longer list of our 2020 publishers developments on page 46.
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Bidstack Group PLCAnnual Report and Accounts 2020 9
Bidstack Group PLCAnnual Report and Accounts 2020 Executive Summary
2020 Business Highlights
Product Development
We have built, defined and created an entirely new ad category. Below is a summary
of what we have built:
• Support for 6 SDKs (Unity, Unreal, C++, Linux, iOS and Android).
• Proprietary technology:
• Ad server for in-game ad inventory.
• Self-serve supply-side platform for publishers.
• Demand-side UI for campaign activation.
• Programmatic supply-side infrastructure.
• New ad approval features.
• New programmatic Deal ID set-up features.
• Server-side ad delivery mechanisms to support security for game publishers.
• Rebuilt Pubguard onto AdConsole infrastructure for publishers.
• Ad viewability into our SDK for real-time reporting.
• Moat by Oracle verification into our product offering.
• We have also integrated our supply-side platform to 5 demand-side platforms.
How we got to this point and what’s next follows in this document. Our next phase is to
scale what we have already done and accelerate execution.
10
Bidstack Group PLCAnnual Report and Accounts 2020 11
Bidstack Group PLCAnnual Report and Accounts 2020 Executive Summary
2021-2022 Objectives
Advertisers
The gaming channel is becoming
mainstream for advertisers as the
addressable audience continues to grow.
The pandemic has fast-forwarded this
trend as the gaming market has exceeded
initial market forecasts.
We believe the growth of the sector is very much in front of us as we are favourably
positioned in the value chain. Our technology will activate a mainstream media
channel.
We will continue to build the technology to unlock the potential of gaming for
advertisers and will focus our investment in the following three key areas:
• Raising awareness with global agency holding groups and advertisers.
• Showing ROI evidence with ad measurement.
•
Increasing ease of purchase and scaling with premium inventory.
12
Bidstack Group PLCAnnual Report and Accounts 2020 We believe that focusing on these priorities will enable us to achieve the following
outcomes:
• Grow revenue across all areas of demand (agencies, brands,
Approved Partner Network).
• Sign further trading deals, covering all agency holding groups.
• Diversify our commercial capabilities across other product lines.
• Establish an open market revenue model with partners.
• Establish a certified in-game advertising viewability standard within the industry.
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Bidstack Group PLCAnnual Report and Accounts 2020 Executive Summary
2021-2022 Objectives
Publishers
We know that the next hit can come from
anywhere as observed by independent
developers such as Innersloth’s breakout
hit Among Us and the phenomenal
success of PUBG.
It is, therefore, important for Bidstack to complement its AAA and high-fidelity go-
to-market strategy with scale from the long tail of game developers.
We believe our best in-class technology supported by control and safety features
enable our partners to generate an incremental revenue stream while mitigating
risks around compliance and gameplay disruption.
We will continue to leverage the tailwinds propelling our industry forward, including
rising adoption due to the global pandemic, the launch of new generation of
consoles and growth of cloud gaming through new services such as Amazon
Luna, Google Stadia and Microsoft X-Cloud. The step-up in investment will be
concentrated in the following areas:
• Grow our AAA and high-fidelity game portfolio and mobile publisher base.
• Diversify our product offering to publishers.
• Roll out our Pubguard security product.
• Enhance our self-sign-up SDK roll out.
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Bidstack Group PLCAnnual Report and Accounts 2020 15
Bidstack Group PLCAnnual Report and Accounts 2020 Executive Summary
2021-2022 Objectives
Product Development
Throughout 2020, our focus was on
execution and that will accelerate in
2021-2022. We are committed to ensuring
our performance this year builds on what
we achieved in 2020, but also supports
our long-term plans.
In 2021-2022 we will focus on:
• Building an open exchange industry standard and infrastructure.
• Continuing to build our proprietary self-serve technology features.
• Strengthening our safety features with Pubguard.
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Bidstack Group PLCAnnual Report and Accounts 2020 17
Bidstack Group PLCAnnual Report and Accounts 2020 Build
Our Journey So Far:
Trailblazing Since Our
Foundation
Bidstack was founded in 2015 by
James Draper and Francesco Petruzzelli.
Bidstack was a programmatic digital out-of-home platform. The technology
enabled brands to advertise on digital billboards selling remnant space to reach
consumers on the move.
The original vision was to democratise out-of-home advertising, making it easier for
smaller companies to buy digital billboard space when they needed it.
It meant that localised and reactive campaigns could be delivered instantly and at
a fraction of the normal cost so that local businesses could offer discount rates on
food items at the end of the day or so that bars could create custom discounts for
passing customers.
However, in 2017 Bidstack’s business evolved. After a series of meetings with Sega
Europe, Bidstack discovered a gap in the market to monetise the billboards that sit
within video games.
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Bidstack Group PLCAnnual Report and Accounts 2020 Football Manager, a household title published by Sega
Europe and developed by Sports Interactive, needed a
technology-based solution to help them deliver targeted
ads to users in-game, and we realised we could adapt our
technology to facilitate this in the virtual world.
Initially this was considered a natural extension of Bidstack’s
digital billboards offer, but the amount of anonymised
first-party data available soon made it clear that this brand
awareness advertising channel could be targeted far more
efficiently than out-of-home advertising.
Football Manager became our first partner and proof of
concept. We built the software development kit (SDK) that
would enable the delivery of ads around the stadium banners
within Football Manager.
Applying our technology, native in-game advertising could
enhance Football Manager’s gameplay realism by displaying
relevant brands while optimising monetisation for Sega
Europe.
We then researched this space extensively and it quickly
became clear that there was a significant gap in the market
where Bidstack’s technology could be applied to unite
brands and gamers by:
• Enabling advertisers to reach the lucrative gaming
audience which represents a third of the world’s
population.
• Offering a profitable monetisation strategy for game
developers.
Our findings were key catalysts for Bidstack’s pivot into in-
game advertising as pioneers of the next generation of the
technology.
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Bidstack Group PLCAnnual Report and Accounts 2020BuildGrowAccelerateFuture Build
The Pivot To
In-Game Advertising
In the early 2000s the first generation
of in-game advertising was shaped by
Massive Inc. (acquired by Microsoft), IGA
Worldwide and Double Fusion.
The concept gained global recognition and flourished with
some leading game developers, but the market conditions
were not right for mainstream adoption across both gaming
and advertising sectors.
Since 2017, Bidstack’s investment in technology has
been centred on the success of the game developer and
maintaining the highest level of creative integrity, which
protects the gaming experience.
Bidstack’s mission is reflected in the relentless pursuit of
quality and alignment with the studio head. The results of
case studies on engagement levels and brand awareness
from campaigns delivered exemplifies this commitment.
Football Manager is now running into its fifth year, as stadium
has proven to be an excellent genre to deliver in-game
advertising. Our strategy has evolved to build out other
verticals where advertising enhances realism such as racing
through Codemasters’ portfolio and open world titles such as
Ubisoft’s Hyper Scape.
Our commitment to this high standard is reflected in the
investment in R&D and value provided to advertisers and
publishers.
Today, the in-game advertising industry benefits from a
number of positive developments that will continue to
provide the right conditions for it to thrive:
• Connectivity. Users are now playing Console, PC and
mobile game largely connected to the internet allowing
for real-time targeted ads to be served to gamers
seamlessly.
• Programmatic trading is now mature and mainstream.
Technological advancements in this space now allow
buyers and sellers to transact gaming ads at scale in any
region.
• The gaming audience has significantly increased.
Advertisers are becoming aware that marketing dollars
need to follow the audience’s attention and time spent.
This has always happened if you look back at TV, website
display and video, digital audio and social media.
Advertising investment follows media consumption.
• Smartphone power and user adoption. Smartphones
have allowed users to play higher quality games and the
adoption rate is far higher now across the globe.
The combination of 5G and cloud gaming will only
increase this.
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Bidstack Group PLCAnnual Report and Accounts 2020 21
Bidstack Group PLCAnnual Report and Accounts 2020BuildGrowAccelerateFuture Build
Creating A New Category
And Shaping The Industry
Working with industry partners such as the
Interactive Advertising Bureau (IAB), Moat
by Oracle, Comscore and Nielsen.
We have now seen the green shoots of 18 months of work come to fruition with the
genesis of a new ad category, culminating in the IAB releasing a whitepaper earlier
this year defining gaming as a new ad category.
Bidstack was very much part of that process and a key voice at dozens of industry
events, leading up to this point. We now move into our next phase with the IAB
and game developers to fully automate and define the buying and measurement
standards across the industry that will allow us to accelerate growth.
We have built scalable technologies that will realise the potential of gaming as the
most immersive and effective media channel in the world, enabling our customers
to reach the 2.7 billion gamers worldwide — representing a third of the world’s
population.
Being pioneers and creating something new for the world is challenging, but the
journey we’ve taken has given birth to a healthy mix of emerging competition,
rising demand from advertisers, and mature exploration from publishers and
establishment of industry standards — a legacy Bidstack is proud to have created.
Throughout this journey, while we have helped shape the industry, it has also helped
us shape our brand identity and corporate DNA.
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Bidstack Group PLCAnnual Report and Accounts 2020 23
Bidstack Group PLCAnnual Report and Accounts 2020BuildGrowAccelerateFuture Build
Building Our Identity
We believe our vision, mission, core
values and brand identity clearly establish
Bidstack’s strategic direction, by delivering
a consistent, confident and focused
message to our shareholders, staff and the
wider industry.
Vision
To be the leading global monetisation and advertising platform for interactive
entertainment.
Mission
To build the technology that will help game developers monetise their titles and
enable advertisers to promote their brands to the gaming audience.
Core
Values
Relentless
Useful
We are optimists. We are constantly
learning, adapting and improving our
output.
We listen to our customers and build
solutions to their problems.
Inspiring
Authentic
Focused
We are creators shaping the future.
We are proud of our journey and
committed to the continued pursuit of
innovation.
We are true to ourselves and strive for
clarity of vision. We are committed to
transparency and we are always open
and honest.
We are intensely focused on execution
and committed to delivering things
on time, on budget and to the highest
standards.
24
Bidstack Group PLCAnnual Report and Accounts 2020 Brand identity
In 2020, we took stock of our brand identity and positioning. This required
thoughtful examination of our journey so far, the audiences we serve and where we
want to be in the future.
We believe this new brand strategy will help us stand out with clarity, consistency
and confidence, which will strengthen our competitive advantage to continue
establishing Bidstack as the most trusted and effective player in the market.
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Bidstack Group PLCAnnual Report and Accounts 2020BuildGrowAccelerateFuture Build
Leadership
& Team Culture
During our six-year history, our co-founders
James and Francesco have built a resilient,
innovative and creative culture that has
enabled us to deliver great progress to date.
Since 2018, the steady addition of key members to our leadership team has enabled
our co-founders to accelerate growth and execute ambitious objectives, both in our
technology and our commercial framework.
We ended 2020 with 69 staff across the UK, Latvia, Ukraine and the U.S. and will
continue to grow our team in 2021.
Our leadership team will ensure that our core values and culture are reinforced with
each new hire and that we remain focused on delivering on our objectives. Our high
standards for recruitment and retention is reflected in the diversity, inclusion and
expertise of our talent.
26
Bidstack Group PLCAnnual Report and Accounts 2020 James Draper
Chief Executive Officer & Co-Founder
Francesco Petruzzelli
Chief Technology Officer & Co-Founder
Jev Fokins
Tech Lead
Kirill Morozov
Tech Lead
Will Stewart
Creative Director
John McIntosh
Chief Financial Officer
Grace Cooke
Head of Customer Success
Moritz Natalini
Head of Products
Lewis Sherlock
Chief Revenue Officer
Andy Curran
Head of Talent
John Koronaios
VP of Publisher Relations
Lisa Hau
Chief Operating Officer
Fernando Faria
Chief Marketing Officer
Dave Garvey
Director of Legal Affairs
Steven Norris
Director of Publisher Partnerships
Charlie Chough
Senior Director of Publisher Partnerships
October 2015
October 2015
May 2018
May 2018
June 2018
August 2018
September 2018
February 2019
May 2019
August 2019
August 2019
May 2020
November 2020
December 2020
December 2020
January 2021
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Bidstack Group PLCAnnual Report and Accounts 2020BuildGrowAccelerateFuture Build
Corporate Social
Responsibility
Bidstack’s core values are also reflected
in our commitment to making a positive
contribution to society and our community.
Over the last year we have delivered our CSR strategy both in-game
and through an activation with Norwich City FC.
28
Bidstack Group PLCAnnual Report and Accounts 2020 An Illustration Of Our Commitment To Society
Throughout 2020, Bidstack has partnered with the UK
government, Public Health England and other respected
charities to deliver in-game campaigns that have amplified
crucial health messages to gamers. These ads were delivered
across our portfolio of AAA titles, including Sega Europe’s
Football Manager and a number of Codemasters’ titles.
In-game advertising has proven to be a particularly effective
channel to raise awareness during the pandemic and we are
proud that many of the campaigns we have worked on with
our partners have received widespread media coverage and
have been praised by the gaming community too.
Here, we share a brief overview of some of the important in-
game campaigns we have delivered over the last year:
In April 2020 during the first national lockdown, Bidstack’s
technology was utilised to support the UK government
and the Department for Digital, Culture, Media and Sports’
(DCMS) communication strategy during the pandemic.
The ‘Stay Home, Save Lives’ message was delivered in
Codemasters’ Dirt Rally 2.0 and the high impact activation
was shortlisted for the Global 2020 Best Digital Campaign by
Exchange Wire.
Football Manager 2020 offered up free in-game advertising
enabled by Bidstack for a number of mental health charities
during the first lockdown including the Campaign Against
Living Miserably (CALM), Mind, Samaritans, and Mental
Health UK. The popular football title broke records for the
number of concurrent players during this period which
emphasises the mainstream reach and engagement levels of
gaming as an advertising channel.
Football Manager 2021 and Bidstack supported the Football
v Homophobia campaign throughout the month of February
2021. Pitch-side advertising was utilised to deliver the
message around inclusion for LGBTI football spectators or
players. The reach from this title is significant as the copies
sold have exceeded a million.
Recently, Codemasters and Bidstack partnered with the
U.K. government and Public Health England again to drive
awareness messages across Dirt 5, Dirt Rally 2.0 and GRID.
This campaign reiterates the ‘Stay Home, Protect the NHS,
Save Lives’ guidelines and The Better Health ‘Every Mind
Matters’ mental health campaign.
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Bidstack Group PLCAnnual Report and Accounts 2020BuildGrowAccelerateFuture Build
Creating Opportunities
In Our Community
Bidstack’s HQ is based at Plexal on the Here East campus in London. The area has
been revitalised by Olympic legacy funding and has evolved into a technology hub.
The innovative co-working space attracts entrepreneurs, start-ups and scale-ups alike.
The Here East campus will be further enhanced by Plexal’s commitment to build the
first world-class esports cluster in the UK.
Bidstack has been a growing enterprise within the complex and is well established in
the ecosystem where we are close to our partners Sports Interactive and Badu Sports.
30
Bidstack Group PLCAnnual Report and Accounts 2020 “
In August 2020, Bidstack was announced
as an official sponsor of Norwich City
Football Club”
Our Partnership with Norwich City FC
and BADU Sports
As the business grows, it is important to build a sustainable
CSR policy that represents our ethos. We believe in
deep, enriching relationships where everyone wins. Our
collaboration with BADU Sports and Norwich City Football
Club was a big step in this journey.
In August 2020, Bidstack was announced as an official
sponsor of Norwich City Football Club for the 2020/21
Championship season. We built this partnership as a
nod to our own past having raised our profile with a shirt
sponsorship of Norwich City FC in 2016 in the early phases
of the business. For the 2020/21 season we donated the
back-of-shirt kit sponsorship to BADU Sports and opened the
door for BADU to work in partnership with Norwich to create
opportunities for the community they serve.
BADU Sports are based at Plexal and work tirelessly to
serve the local community to inspire, educate and support
young people using sport as the glue to create inclusive and
inspiring initiatives.
The collaboration with Norwich City has allowed BADU’s
young people to visit Carrow Road and utilise the club’s
world-class ‘Nest’ facility to learn from expert coaches.
Norwich City FC has also worked with BADU Sports students
to explore careers in football and partnered with them to
build strategies designed to attract new, young fans.
Nana Badu, BADU Sports founder and CEO said, “We are
absolutely overjoyed to be working with Bidstack and
Norwich City football club. It will mean great things for BADU
Sports and the community. We have always strived for the
very best access and knowledge to develop and empower,
and this alliance will help realise this for our young people
and their families whom we serve. This sends such a strong
message about our joint partnership and commitment to
bridging the gap of inequality of access and knowledge. The
world has experienced challenging times and I am proud that
together we have created a roadmap for change.”
James Draper, Bidstack founder and CEO said, “Seeing the
work BADU Sports and the Community Sports Foundation
have put into furthering the opportunities and lives of
local underrepresented people in East London and Norfolk
respectively, and given our relationship with Norwich
City Football Club — it feels incredible for our team and
supporters of Bidstack to bring two organisations together,
with this partnership.
“We work tirelessly to ensure that our company’s existence
benefits those who we come into contact with, and this
activation sits well with our values — and enables us to say
‘thank you’ to the two communities and the one club who
transformed our company. Thank you to our friends at
Norwich City and to Nana and his team, I’m hoping this will be
a transformational partnership for many young lives.”
Ben Tunnell, Norwich City Football Club’s Head of
Commercial Development, said, “We are absolutely delighted
to welcome back Bidstack to the Club’s partnership portfolio
and first-team shirt. It has been to the joy of everyone at
Carrow Road seeing the growth of Bidstack since our first
partnership in 2016, knowing how important our partnership
was for Bidstack in becoming the world’s leading in-game
advertising agency.’
“Bidstack gifting the bulk of the Partnership rights to BADU
Sports, and presenting Norwich City the opportunity to be
a part of their story is remarkable. We cannot wait to get
started with Nana Badu and his team and look forward to
creating some unforgettable experiences and memories.”
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Bidstack Group PLCAnnual Report and Accounts 2020BuildGrowAccelerateFuture Grow
2020: Taking Stock
After A Milestone Year
2020 was a milestone year for Bidstack
and the wider industry. We look back at the
highlights and what they mean for the next
few years.
•
Industry Overview: Tailwinds Propelling Us Forward.
• A Growing Addressable Market.
• Strength of Our Fundamentals: Achievement Unlocked in 2020.
• Building on Our Strengths.
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Bidstack Group PLCAnnual Report and Accounts 2020 33
BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
Industry Overview
Tailwinds Propelling Us Forward
Achieving £1.7m in revenue for 2020 (2019: £140,319) was an
important milestone on our journey, but our success didn’t
come in isolation.
We believe the combination of an ever-growing gaming user
base, more Free-to-Play games being launched, new players
entering the market with cloud gaming and the expansion
of 5G networks worldwide will continue to multiply our total
addressable market.
The pandemic was an unexpected catalyst for our business
as it opened up agencies and advertisers to step up their
knowledge in gaming. This shift became clear in the autumn,
when we noticed previously reluctant advertisers now
actively including gaming on their media plans to access this
growing and lucrative audience.
But the pandemic was definitely not the only factor. Below we
discuss some of the key developments and trends that have
enabled our industry and will continue to spur growth.
IAB Standards & Taxonomy
The IAB’s stewardship has been a key contributor to
formalising the in-game advertising format. It has made
significant progress in 2020 to become a fully recognised
and on-plan advertising category.
As a key contributing member of the IAB in-game advertising
working group, we have been working with the IAB to build a
taxonomy and define the standards, including:
• Native In-Game Advertising (IGA)
(both direct and programmatic).
• Mobile games (reward video, in-app banners).
• Streaming platforms.
• Esports (events & teams).
The Technology Is Now Available
Growing Confidence Driven by Safety Standards
Game engines and creation platforms such as Unity, Unreal,
Roblox and Buildbox have democratised development.
In combination with digital distribution platforms such
as Steam, App Store and Epic Store, the barriers to entry
are lowered and provides an easy path to publishing. The
technology is accessible and allows for creation of 3D, 2D,
virtual reality and augmented reality games. This will further
empower independent game developers to launch titles
where monetisation will be a key consideration.
Native in-game advertising is in its infancy in respect to
building out a new category and standardisation. Bidstack’s
technology is well positioned to exploit this incremental
opportunity.
& Third-Party Verification
Key strides have been made in validating and standardising
in-game advertising. We have worked closely with leading
media measurement firms such as Moat, Comscore and
Nielsen across measurement, brand safety and viewability.
These are key milestones in the evolution and development
of in-game ads which differ greatly from traditional ad
formats. This is because in-game ads are built into gameplay
environments and in many cases cannot be measured by
traditional click attribution models.
It enables us to provide additional layers of reporting to
showcase the effectiveness of in-game advertising as part
of a media plan.
34
Bidstack Group PLCAnnual Report and Accounts 2020 Fortnite, Genshin Impact, Dota 2, Pokemon Go, Hyper Scape
and Apex Legends are examples of popular high-fidelity titles
that are free-to-play.
Bidstack’s value proposition to publishers is particularly
appealing as the gaming industry’s monetisation strategies
evolve in line with the shifting media landscape and
technological advancement.
The immersive nature of in-game ads attracts budgets
beyond performance to brand awareness which is
complementary to the free-to-play and games-as-a-service
models as we preserve the gaming experience.
Secondary Audience
In 2020, the popularity of live streaming platforms is
represented by the 27.89 billion hours of gaming content that
was consumed across Twitch, YouTube & Facebook, which is
up 79% year-over-year.
Despite the growing engagement levels and audience,
esports revenues in 2020 were impacted by the pandemic
as the monetisation model relied largely on having fans at
physical locations. Esports organisations are in the early
stages in leveraging the fan base and commercialising their
offer relative to traditional sports.
Data Analytics & Targeting
The value of proprietary data and targeting capabilities
that programmatic advertising brings to the publisher is
revolutionary. The reporting and analytics that comes with
monetising premium inventory through our marketplace
ensures that localised budgets are accessed alongside
audience buying using rich in-game parameters to optimise
CPMs and fill-rates.
The changes we are observing in media consumption are
driving interest from agencies and advertisers as they
seek to engage a growing and diverse audience. Bidstack
is integrated with The Trade Desk and other DSPs to offer
targeting, measurement, reporting, forecast and benchmark
campaigns at scale.
Our AdConsole is our reporting dashboard that is enriched
with tools and features to allow for control, accuracy and
transparency for our two key customer groups.
Mobile and 5G
Mobile represents nearly 50% of the global gaming revenues
and is the fastest growing gaming device. Mediation
platforms and ad networks such as AdMob (Google), MoPub
(Twitter), Ironsource, AppLovin, Fyber etc, have given mobile
game developers tools to monetise their titles and grow their
DAUs through offering free-to-play models.
The maturity of monetisation through ads by mobile game
developers is typically adopted through rewarded video,
interstitials and banners. The value proposition of native
in-game ads is attractive as it offers a less disruptive gaming
experience which enhances user retention.
With over 5.2 billion smartphone users globally, mobile
gaming will continue to grow exponentially, a trend that will
be reinforced by the roll-out of 5G networks. This bodes well
for in-game advertising.
Free-To-Play and Games-as-a-Service
The emergence of free-to-play and games-as-a-service
monetisation models for publishers has continued to
grow in adoption levels and success. This marks a shift in
revenue generation from title prices to subscription models,
advertising, in-game purchases and micro transactions. The
transition reflects the favourable industry factors such as
cloud gaming, rising penetration of smartphones, demand for
more content and competition for reach.
We believe free-to-play games will continue to grow in
popularity across mobile, PC and console devices as AAA
studios look to diversify their portfolios. The scale of the
audience will activate significant brand deals and shift the
mix of revenue towards advertising. Call of Duty: Warzone
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
A Growing
Addressable Market
We believe Bidstack is well positioned in our
addressable market, encompassing gaming
and esports — both of which are structurally
growing.
The opportunity is further compounded by the anticipated shift from traditional
advertising to gaming. Longer term tailwinds such as rising penetration of smartphones,
roll-out of 5G networks and the emergence of cloud gaming reinforces this potential.
Market insights and analytics firm Newzoo estimates the global video gaming market
reached U.S. $175 billion in 2020, a 20% year-over-year (YoY) growth from 2019, and will
grow another 25% by 2023, exceeding $200 billion in revenues.
Advertising as a proportion of the market remains an under-penetrated opportunity as
it is mostly made up of mobile monetisation formats such as rewarded video, interstitials
and banners.
36
Bidstack Group PLCAnnual Report and Accounts 2020 2020 Global Games Market
Per Device & Segment With Year-on-Year Growth Rates
Tablet Games
$11.4Bn
+7.3% YoY
Browser
PC Games
$3.2Bn
+8.7% YoY
PC
$37.4Bn
+6.2% YoY
6%
2%
22%
20%
Mobile
$86.3Bn
+25.6% YoY
49%
2020 Total
$174.9Bn
43%
+19.6% YoY
Boxed Games
/ Downloaded
$34.2Bn
+7.9% YoY
Smartphone
Games
$74.9Bn
+29.0% YoY
29%
29%
Console
$51.2Bn
+21.0% YoY
$86.3Bn
Mobile game revenues in 2020 will
account for 49% of the global market
v
There is also untapped potential for advertising to increase its share within the growing
gaming revenue mix such as micro-transactions, loot boxes, subscriptions and package
sales, as game developers optimise their monetisation strategies.
Mobile represents almost half of global gaming revenues and is growing faster than
console and PC. While the popularity of mobile is due to the high penetration of
smartphones — a low barrier to entry for new players — console growth in 2020 has been
boosted by a popular new generation of gaming system releases.
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
The esports market, which is in its infancy, is forecast to reach
U.S. $1.6 billion by 2023, growing at 11% compound annual
growth rate (CAGR) from 2019 to 2024, despite the negative
impact that cancelled esports events — due to the global
pandemic — had on 2020 revenues.
The esports audience is expected to grow and reach more
than 470 million people in 2021, a 20% increase compared to
2019. This is an attractive opportunity to capture secondary
viewership, which multiplies the size of the gaming audience.
The mix of esports revenues is predominantly driven by
sponsorships, followed by media rights and publisher fees.
The growth potential of merchandise, tickets to events,
digital and streaming is relatively underappreciated
compared to traditional sports. Bidstack’s technology and
offer is well positioned to capitalise and enable monetisation
for this ecosystem.
The cloud gaming market was estimated at U.S. $585
million in 2020, spurred by players such as Amazon, Google,
Microsoft, Nvidia and Tencent launching their services. The
scalability of this transformative offer, which democratises
gaming to any device, is underpinned by the availability and
deployment of 5G networks. This emerging trend bodes well
for the industry and Bidstack, as it increases consumption,
reach and engagement levels of gamers.
Esports Revenue Growth Global
$957.5M
$947.1M
-1.1% YoY
$1,084.1M
+14.5% YoY
$1,617.7M
+11.1% CAGR 2019-24
2019
2020
2021
—
2024
©Newzoo | 2021 Global Esports and Live Streaming Market Report | newzoo.com/esports-report
Esports Audience Growth Global
Occasional Viewers
Esports Enthusiasts
435.9M
9.6% YoY
474.0M
+8.7% YoY
397.8M
200.8M
220.5M
197.0M
215.4M
240.0M
234.0M
577.2M
+7.7% CAGR 2019-24
291.6M
285.7M
2019
2020
2021
—
2024
Due to rounding. Esports Enthusiasts and Occasional Viewers do not add up to the total audience in 2024
©Newzoo | 2021 Global Esports and Live Streaming Market Report | newzoo.com/esports-report
38
Bidstack Group PLCAnnual Report and Accounts 2020 Global Active Smartphone & 5G-Ready Forecast Forecast Toward 2023
Not Compatible with 5G
5G Ready
+6.2%
Global active smartphone
CAGR 2018-23
4.8%
Or 206.3M of all active
smartphones will be 5G-ready
by 2020. By 2023, the global
share will grow to 42.5%
©Newzoo
3.7Bn
4.0Bn
4.3Bn
100%
100%
5.0Bn
57%
43%
95%
5%
2018
2019
2020
—
2023
2021 Esports Revenue Streams Global | With Year-on-Year Growth
$641.0M
+11.6% YoY
$1,084.1M
2021 Total Esports Revenues
+14.5% YoY
$192.6M
+13.4 Yoy
$126.6M
+22.6% YoY
$66.6M
+13.8 YoY
$32.3M
+50.4% YoY
Sponsorship
Media Rights
Publisher Fees
Merch & Tickets
Digital
$25.1M
+25.7% YoY
Streaming
Newzoo’s esports revenue figures always exclude revenues from betting, fantasy leagues, and similar cash-payout concepts, as well as core game revenues.
©Newzoo | 2021 Global Esports and Live Streaming Market Report | newzoo.com/esports-report
Global Cloud Gaming Market Forcast In Billions
0.2
2019
0.6
2020
4.8
2023
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
Strength Of
Our Fundamentals
Achievement unlocked in 2020.
Over the past two years, we have
established a body of evidence that our
customers trust us to provide them with
a safe and authentic environment to
monetise their brands and intellectual
property.
Simply put, we have built, defined and created an entirely new ad category.
Here are some of our key achievements from 2020:
• Advertisers.
• Publishers & Platforms.
• Product.
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Bidstack Group PLCAnnual Report and Accounts 2020 Image awaiting approval
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
Strength Of Our Fundamentals
Advertisers
Campaign brand uplift studies for brands
such as Coca-Cola, McDonalds, Volkswagen,
TalkTalk, Santander UK and Jimmy Dean
show Bidstack’s in-game ads deliver better
results than other traditional channels.
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Bidstack Group PLCAnnual Report and Accounts 2020 43
BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Percentage Viewed
On average, our ads were viewed 2.4x more than display ads.
85%
91%
36%
Bidstack all test groups
(Exposed to ads)
Bidstack Football Manager test groups
(Exposed to ads)
Standard display norm
Attention Per ‘000 Impressions (Mins)
On average, our ads grabbed 20% more attention than Facebook ads, with 27.5 minutes/thousand impressions versus
23 for Facebook ads.
27.5
24.8
23
22
11.7
Bidstack all
test groups
(Exposed to ads)
Bidstack
FM test groups
(Exposed to ads)
Press
Facebook
OOH
5.4
2.6
Mobile
Display
Desktop
Display
Brand Recall
On average, ads placed on Bidstack were recalled spontaneously 2.3x more often than standard display ads.
Bidstack all test groups (Exposed to Ads)
Standard display Norm
31%
30%
16%
7%
Spontaneous Recall
Prompted Recall
44
Bidstack Group PLCAnnual Report and Accounts 2020 Lumen Research
The non-exhaustive list of Lumen Research brand uplift studies in 2020
Some Additional Numbers
• 42 campaigns ran across all major advertising verticals.
• Network, agencies and brands direct across the U.S. and
• 30+ markets covered, with 25 signed approved partners
to our sales network.
• 5 signed agreements with the largest agency holding
Europe (8 people and growing) .
• Teamed up with Moat to prove ads are seen and viewed to
gain confidence among the advertising community.
groups.
• Defined a viewability standard currently being ratified by
•
10+ brands directly running campaigns with us, across 5
verticals.
And more
• Produced an accreditation program to certify buyers for
in-game advertising.
Moat.
• Agreed partnerships with Nielsen and ComScore.
• Defined a new ad category with the IAB and became the
first multi-platform in-game advertising company to gain
IAB UK “Gold Standard 1.1” certification.
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
Strength Of Our Fundamentals
Publishers & Platforms
Significant progress on the publisher side,
with the addition of new AAA games, mobile
titles and esport teams.
• We have signed 5 games across 3 AAA game studios: Sega / Sports
Interactive, Codemasters (an EA company) and Ubisoft.
• Overall, we are now working with over 20 games.
• Signed 6 new esport team collaborations.
• Signed 2 esport franchise collaborations.
• A further 6 AAA games covered by broader partnerships agreements signed.
• Signed VR game studio (Rezzil).
• 4 Publisher testimonials (Codemasters, Football Manager, Smash Mountain
and Flying Squirrel).
• Defined and built viewability SDK based reporting with publishers across
3 game genres (Racing, Open World, Stadium).
• Signed and delivered an esports team campaign and partnership
(case study pending completion).
• Signed an exclusive 3rd party integrated development partnership with
a leading game.
• Established Racing, Open World and Stadium-based gaming verticals.
• Established a sales team in the U.S. and Europe (8 people and growing).
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
Strength Of Our Fundamentals
Product Development
We have built, defined and created an
entirely new ad category. Below is a
summary of what we have delivered
• Support for 6 SDKs (Unity, Unreal, C++, Linux, iOS and Android).
• Proprietary technology:
• Ad server for in-game ad inventory.
• Self-serve supply-side platform for publishers.
• Demand-side UI for campaign activation.
• Programmatic supply-side infrastructure.
• New ad approval features.
• New programmatic Deal ID set-up features.
• Server-side ad delivery mechanisms to support security for game publishers.
• Rebuilt Pubguard onto AdConsole infrastructure for publishers.
• Ad viewability into our SDK for real-time reporting.
• Moat by Oracle verification into our product offering.
•
Integrated our supply-side platform to 5 demand-side platforms.
48
Bidstack Group PLCAnnual Report and Accounts 2020 Connector
DSP
BIDSTACK
SSP
Advertiser
SDK
Game
3rd Party SSP
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
Building On
Our Strengths
Beyond the achievements listed above,
we continue to innovate and enhance
our value proposition to our two key
customer groups.
●Advertisers
Game Developers & Publishers
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
Advertisers
Unlocking the potential of gaming for
advertisers required development in the
following three key areas.
• Raising awareness with global agency holding groups and advertisers.
• Showing ROI evidence with ads measurement.
•
Increasing ease of purchase and scaling with premium inventory.
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1 / 3
Raising Awareness With
Global Agency Holding
Groups And Advertisers
We have been first movers in developing
key agency partnerships, establishing solid
relationships with major agency-holding
groups globally that account for billions
of dollars of advertising spend, including
Dentsu, WPP, Publicis, Omnicom, Interpublic
and Havas.
Furthermore, all of these agency holding groups made
significant strides in 2020 by setting up specific gaming
divisions:
• OMG created DDB For the Win.
• Dentsu created D-game (UK) and other gaming
divisions globally.
• GroupM created a gaming product within Xaxis.
• Publicis created Publicis Play.
On a parallel path, our brands direct team has worked with
not only endemic brands but broadly across all key verticals
such as luxury, consumer packaged goods (CPG), financial
services, automotive, retail and technology brands. These
brands strategically made gaming a key marketing pillar with
an objective to advertise more over the coming years.
This is only the beginning of gaming becoming mainstream
for advertisers as the addressable audience continues to
thrive. The pandemic has fast-forwarded the trend towards
in-game advertising.
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
Case Study
TalkTalk
An In-Game Attention Study
The Results: High Quality
Environment and Tangible Outcomes
The results were very positive. Combining quality in-game
environments and tangible campaign results, Bidstack
were able to demonstrate the effectiveness of in-game
advertising.
The creatives were placed in-game, displaying seamlessly
and organically on banners and football pitches.
The ads were seen by 96% of the study participants and 84%
felt they were suitable for the in-game environment.
Significantly, after seeing the ads there was an uplift in
purchase intent of 12%, clearly demonstrating that exposure
to in-game advertising correlated with a positive influence on
future purchase considerations.
Key Stats
• TalkTalk’s in-game ads were seen by up to 96% of the
study participants.
• Dwell time was 1.4 times greater than the standard display
norm.
• 84% of participants felt the ads were suitable for the in-
game environment.
• 90% of participants thought TalkTalk’s ads were easy to
read.
• 48% were able to spontaneously recall TalkTalk, rising to
58% when prompted.
Overview
Telecommunications is an extremely competitive vertical,
therefore TalkTalk, supported by agency partner m/Six,
partnered with Xaxis and Bidstack to reach their target
audience with in-game advertising, a new environment which
allowed TalkTalk to reach gaming audiences in a unique way.
The Strategy
This campaign was a first-of-its-kind collaboration where
m/Six and Bidstack partnered to deliver an in-game ad
campaign to bring TalkTalk’s Fibre Broadband message to
gamers, a highly valued audience.
M/Six planned the campaign as part of a wider Fibre
Broadband campaign, Bidstack built the creative and
provided the inventory, and Xaxis delivered the ads
programmatically.
As awareness and perception were key objectives, it was
important that the ads were seen clearly and looked great.
Bidstack works directly with a number of highly established
game developers, such as Sports Interactive and
Codemasters, enabling us to insert ads into existing ad
placements within a game. As such, the TalkTalk ads were
delivered on Football Manager and Dirt Rally 2.0, two very
popular games.
By integrating proprietary technology into the games,
Bidstack was able to effectively serve TalkTalk ads to a
relevant audience, while rendering the creative to make sure
that it fit the game play. Furthermore, this allowed TalkTalk to
have 100% share of voice on screen.
The Objectives
• Raise awareness of TalkTalk Fibre Broadband with gamers.
• Reach gaming audiences in a range of demographics, in a
unique but effective way.
• Elevate consumers’ brand perceptions.
• Generate strong ad recall.
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2 / 3
Showing ROI Evidence
With Ads Measurement
Bidstack has worked throughout 2019
and 2020 to gain brand uplift studies
from household brands, producing 11
studies with Lumen Research across a
number of industries, including automotive,
CPG, retail, fashion and technology, and
covering all agency holding groups.
This has provided our advertising partners with proof points to show how gaming
performs alongside other media channels. The results have been unequivocally positive
and demonstrated how in-game advertising performs better that Facebook, online
display, mobile and out-of-home to name a few media channels.
The IAB’s efforts to define gaming as a channel, as outlined in their recently published
“Guide to Gaming” whitepaper, combined with Bidstack’s presence at many industry
events has helped encourage agencies to create their own gaming divisions, products or
specialist teams across the globe.
58
Bidstack Group PLCAnnual Report and Accounts 2020 As a result, gaming is now firmly on the advertising agenda as we move into 2021-2022.
In a short period of time, we have made significant strides in the area of measurement.
•
In 2019-2020 we collaborated with key advertising partners to develop fundamentals
such as pricing structure and defining performance metrics like viewability. We then
built this functionality into our publisher SDK and reporting capabilities.
• We have worked with Moat by Oracle to verify our technology so that a third party can
now determine if an ad is seen by a real person.
• Our next stage of development with Moat by Oracle is to verify how our data can be
used to provide measurement of whether the ad was in view on the screen and for how
long.
Bidstack has achieved clear progress in defining and building consensus on different
areas of measurement and pricing through working with our agency partners. We believe
key attributes of the framework will be completed by the end of 2021.
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Case Study
Moat By Oracle
& Dentsu DGame
In 2020 Bidstack started working with Moat
by Oracle to increase market confidence in
in-game advertising as a trustworthy media
channel.
Overview
The Results: Reassurance for Dentsu DGame
“We are very impressed with Bidstack as a trustworthy
in-game media channel for our clients, and having their
numbers validated is further proof that they’re ready
to unlock the potential of the gaming audience for
advertisers,”
Luke Aldridge
Client Partner at Dentsu’s DGame.
Working with Moat by Oracle, we measured general invalid
traffic (GIVT) in a campaign run by Dentsu’s DGame on
Football Manager 21 in the UK on behalf of a leading global
financial institution.
GIVT is a form of ad fraud which stems from invalid,
malicious or fraudulent activity that generates illegitimate
ad impressions.
More Than 99% Impressions Free of Invalid Traffic
Analysis of Bidstack’s PC inventory compared to Moat’s
Global Q3 2020 Display benchmarks showed Bidstack’s
overall PC GIVT performed 3.5x better than the industry
benchmark, with more than 99% of observed impressions
verified as GIVT free.
(Moat Q3 2020 Desktop Display Benchmark = 2.9% GIVT)
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3 / 3
Increasing Ease Of
Purchase And Scaling
With Premium Inventory
As we move forward, our product roadmap will continue to
build the technology to enable our 20+ partners who have
signed up to our Approved Partner Network to self-serve
their own campaigns.
Planning tools, forecasting, audience targeting, optimisation
and reporting dashboards will help them understand what
they are buying, as well as expected pricing, volumes and
outcomes.
We believe that providing advertisers with the self-serve
controls to set up programmatic campaigns will enable them
to buy inventory with our technology with as little friction as
possible.
Scaling with Premium Inventory
Bidstack works with AAA and high-fidelity titles that are
concentrated in our core markets. This is crucial during
the early stages of our journey to ensure that the in-game
advertising category is established a premium channel with
favourable CPMs.
Our pipeline of titles is robust and has strengthened as our
partnerships team has grown and our technology has been
evolved to meet the needs of our clients. We continue to
scale our portfolio across platforms and are working with a
number of independent publishers. Bidstack is ultimately
working towards curating the largest audience for interactive
entertainment.
Ease of Purchase via Programmatic
The advertising market has changed dramatically over
the last 10 years, mainly due to programmatic advertising
automating the buying and selling process across digital
channels including display, video, audio, connected TV and
digital-out-of-home.
Bidstack’s technology was developed with this in mind from
day one, and it is a key principle embedded into everything
we built for the long term. We have our own proprietary
ad server, supply-side platform, SDK and demand-side
user interface (UI). This means we can build and adapt our
technology very easily moving forward, enabling frictionless
open market buying in the future.
During 2019-2020 we have directly connected our supply-
side platform to demand-side platforms such as The Trade
Desk and others ensuring our in-game inventory is available.
It has allowed agencies and advertisers to buy from the DSPs
or directly through an Insertion Order (IO).
Always-on Advertising
Our next phase of development is to build an open exchange,
creating a standardised way (ratified by the IAB) for
advertisers to buy in-game ads without requiring any human
interaction.
During 2021 we will also be working with advertisers, DSP’s
and industry bodies to define an open-exchange method of
trading in-game advertising. This work is part of our product
roadmap and has already commenced.
This key part of our core long-term plan is projected to
generate a stable stream of recurring revenue and increase
fill rates across non-core markets. Always-on advertising will
soon become a reality for this new ad category, and we will
move into high scale growth.
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Bidstack Group PLCAnnual Report and Accounts 2020 Bidstacks Approved Partner Network
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
Game Developers
& Publishers
The year 2020 marked a pivotal year for
in-game ads adoption. Our solution has
not only been accepted by the highly
ad monetised mobile markets but also
premium AAA games.
This is a testament to the authenticity of our solution which is being adopted by
game developers of all sizes and all channels.
The education we drove in 2019 and 2020 has created a robust and engaged
pipeline of studios and developers looking to insert in-game ads into their lineup
of games. Our current publishers hold our technology in high regard due to
its stability, the strong creative controls for ad approval along with our quality
revenue generation capability from a large quantity of premium brands. This is
demonstrated by the strong testimonials that we receive.
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Grow
Case Study
Football Manager 2020
The Football Manager case study is a great
example of how our publisher-first approach
and easy-to-implement technology
allowed Sports Interactive to retain control
of their in-game inventory and grow
revenue without interfering with the player
experience.
Key facts:
• Only 15 days to integrate our SDK (150 development hours).
• 95% of gamers felt our ads enhanced gameplay realism.
• Over 140% increase in revenue.
• Brands included: Coca-Cola, Samsung, McDonald’s, AppleTV, Vodafone, VW.
• Our consistent revenue growth was underpinned by strong fill rates in the game from
well-known brands, approved by Sports Interactive. As our sales team scaled during
the year, we saw an average fill rate between April-December of approximately 30% in
our active territories.
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Bidstack Group PLCAnnual Report and Accounts 2020 More authentic gameplay with Bidstack
Relevant, contextual and tailored
“Just as in real-world football, Football Manager’s pitch-side
advertising is an integral part of the matchday experience.
Our game would be less authentic without display
advertising.
Working with Bidstack allows us to provide a constant flow
of fresh advertising content in a seamless and authentic
fashion,”
“One of the main benefits of Bidstack’s technology is that
it allows us to deliver advertising that is relevant within the
context of the game.
It is also tailored to each player’s interests and location, all
without either ‘breaking the illusion’ or slowing the game
down in any way. It really is a win-win partnership”.
Dr Tom Markham,
Head of Strategic Business Development, Sports Interactive
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Our customer feedback has been excellent. Besides
Football Manager, we’ve had publisher endorsements from
Codemasters, Illusion Labs, Flying Squirrel and Smash
Mountain:
Codemasters
“We’ve been impressed by both the technology and
brand reach of the Bidstack team. Most importantly they
understand the importance of the quality of our assets and
the need to deliver a solution that appeals to both brands
and our loyal gamers. We look forward to working with them.”
Frank Sagnier
CEO
Smash Mountain
“We are happy to work with Bidstack. As in all true
partnerships, there is efficient and transparent
communication, dedicated account management and a
mutual effort to deliver the best IGA solution for our game
and gamers. We benefit from Bidstack’s stable tech stack,
which allows for easy setup and maintenance.”
Luiz Eduardo Adler Pimentel Duarte
Founder and CEO
We are constantly evolving how we work with our clients.
Thanks to their feedback, we are planning to move towards
a model where our technology will be used as a service in
the future. This will scale our platform and give them the
technological tools they need to generate more revenue.
Our next phase of growth will drive further features and
functionality to our supply-side platform, enhancing our self-
service feature set, with the objective of creating a market-
leading platform for publishers. More details on this in Part 3:
Accelerate.
Grow
Commercial progress
During the course of 2019 and 2020 we added two other
major studios in Ubisoft and Codemasters (now an EA
company). Our technology is being used on high-fidelity
games running at 60 frames-per-second, which requires
ads to be seamlessly blended into the gaming environment
context.
Specifically, we are able to take the same 2D ads and
render them on many different banner types, textures,
flags, billboards and in any race condition (eg.: dark, raining,
muddy).
We do all this while our proprietary technology infrastructure
delivers ads in real-time and programmatically, which now
accounts for nearly 70% of digital media buying.
The key aspect that we protect obsessively is the player
experience. We achieve this with ads that look real in the
game and enhance the experience rather than disrupting it.
We have observed some bad practices where this artistic
imperative was neglected, and the outcome was a negative
experience that resulted in low player retention.
Over the last few years, we have been working with our
gaming partners to add more titles across their portfolio,
which is a testament to the way we work in the gaming
industry.
We have also worked to expand our relationships with new
studios across console, PC and mobile games (both large
and independent) and have been investing heavily in our
supply-side product and team, with new commercial hires
both in London and the U.S.
This investment is bearing fruit, as publishers now actively
seek partnerships with us knowing that our technology
can grow revenue for them while preserving or enhancing
the game’s realism. We are proud to have developed a
market-leading reputation for our technology and customer
experience, which positions us for our next growth stage.
Ultimately, for this new advertising category to be trusted
and thrive in the gaming community, we know customer
confidence is vital to long-term growth.
Technology progress
The development of our SDKs for Unity, console, PC and
cloud gaming with Google Stadia was crucial to enable
publishers to seamlessly run across multiple platforms.
During 2020 we have invested heavily in building a stable
SDK and fully proprietary tech stack. From retaining artistic
relevance in the game without any lag, to enabling creative
approval controls, we’ve been committed to delivering
excellent performance to game publishers.
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Our Funding To Date
All the progress we have presented
was made possible by the continued
support of our investors.
By December 2020, we had raised over £16m since the first funding from Crowdcube in
2015. In fact, we are very proud to say Bidstack was the first Crowdcube-funded company
to go public via a reverse takeover (RTO), which we did in September 2018.
Since then, we have received two additional rounds of funding through being publicly
listed on AIM. This funding has allowed us to invest in executing our strategy, which
includes entering new markets as we scale globally, solidifying our commercial team
and innovation.
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Bidstack Group PLCAnnual Report and Accounts 2020 Our Funding to Date
December 2015
August 2016
August 2017
June 2018
September 2018
May 2019
June 2020
£33,000
£277,000
£312,000
£750,000
£4,300,000
£5,000,000
£5,700,000
Total raised
Source: Company data
£16,372,000
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Accelerate
Our Three Objectives
For 2021-2022
Throughout 2020, our focus was on
execution and that will accelerate in
2021-2022. We are committed to ensuring
our performance this year builds on what
we achieved in 2020, but also supports our
long-term plans.
In 2021-2022 we will focus on:
• Building an open exchange industry standard and infrastructure.
• Continuing building our proprietary programmatic technology features.
• Strengthening our safety features with Pubguard.
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1 / 3
Build An Open Exchange
Industry Standard And
Infrastructure
We have started working on an open
exchange method of trading in-game
advertising that will create an industry
standard.
Throughout 2021 we will continue working with publishers, advertisers, DSPs and
industry bodies to define the taxonomy of this service.
This development is a core element of our long-term plan to deliver recurring
revenue in the near future.
Key 2021-2022 deliverables:
• Build the technology to standardise the way in-game advertising is transacted
and measured.
• Work with the IAB in defining a taxonomy for native and display, including:
• Format, ad sizes, copy, best practices.
• Coordinate with publishers, DSP and SSPs partners to adapt standards.
• Build integration into DSPs, SSPs per defined standards.
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2 / 3
Continue Building Our
Proprietary Programmatic
Technology Features
Our objective is to set the standard and
establish the foundation for the wider
industry to follow. The focus on control and
transparency reinforces our ambition to
build our own proprietary ad technology.
While, in the early stages of our development, we have leveraged third-party
technologies, we have never lost sight of our broader goal to serve our customers
with our proprietary solution. Step by step we have moved the technology stack in-
house to retain control and visibility on costs.
Adding to our proprietary ad server and SDK in 2020 we built our proprietary SSP,
and we will continue to evolve it.
We will intensify our efforts in this direction, adding features and functionalities to
our supply-side platform that will enhance our self-service feature set.
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Bidstack Group PLCAnnual Report and Accounts 2020 Key 2021-2022 deliverables:
Build the key supply-side tools, including:
Build the key demand-side tools, including:
•
In-game advertising, owned & operated
(O&O), programmatic, open exchange
toolsets.
• Programmatic campaign set-up.
• Campaign optimisation.
• Security, via Pubguard.
• Planning & forecasting features.
• Esports monetisation features.
• Self-sign-up and on-boarding.
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 Accelerate
3 / 3
Strengthening Our Safety
Features With Pubguard
Pubguard is a malvertising platform built to
service publishers by preventing bad ads.
The security system monitors and filters every ad creative served to users by
either approving, flagging or blocking the ad creative. This prevents malicious,
inappropriate and age sensitive ads from appearing to users, thus avoiding revenue
loss across legacy mobile ads such as interstitials, rewarded videos etc.
It will also be core to our goal of creating industry-defining benchmarks and
standards for open exchange advertising with key industry partners.
Pubguard is not limited to servicing mobile publishers, but we will continue to
develop the technology to help prevent malicious ads across mediation platforms,
websites and ad exchanges.
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Bidstack Group PLCAnnual Report and Accounts 2020 Agency
DSP
SSP
Adserver
Adnetwork SDK
PubGuard!
Game
“As the industry continues to evolve, mature and scale, the necessity for controlling
ad quality is crucial. Stakeholders across the entire media and advertisement supply
chain have a responsibility to provide a safe relationship between the brand and
the end user. Pubguard’s technology is an important cog in this ecosystem, as it
provides control and enables our clients to deliver on their responsibility to create a
safer internet.”
Alan Ngai
Chief Operating Officer, Pubguard
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Bidstack Group PLCAnnual Report and Accounts 2020 Onwards & Upwards
Predictions On The
Future Of Interactive
Entertainment
We delve into what the future holds for
the gaming industry and the technological
advancements it inspires.
• Technology to Accelerate Democratisation of Creativity.
• Gaming to be Established as the 8th Art Form.
• Atomisation of In-Entertainment Transactions.
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1 / 3
Technology To Accelerate
Democratisation Of
Creativity
Just like it did with several other art forms,
technology is reinventing what kind of
interactive entertainment we will see
in the future.
The rise of platform-based game creation without programming, coding or scripting
on Roblox or Buildbox and game engines like Unity and Unreal has shown us that the
next frontier of user-generated content (UGC) will look a lot like The Mandalorian
series, which was actually built on Unreal.
What is currently an artistic luxury reserved only for the biggest movie studios will
eventually make its way to the masses, and then we will see a creative explosion
finally make its way to Hollywood and the big screens.
We believe that in the next 10 years, anyone will be able to build their own feature
movie based on a book they just read. And if they want to be the main character of
that movie, they will be able to do that too, availing themselves of the terabytes of
metadata available in social media, search engines and the like.
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2 / 3
Gaming To Be Established
As The 8th Art Form
In the 1820s German philosopher George
Hegel named the five art forms that define
the concept of art itself: architecture,
sculpture, painting, music and poetry. Later,
two additional forms were added: dance
and cinema.
We believe gaming engines and codeless development will evolve to eventually
turn gaming into the eighth art form, available for anyone to conjure up new
realities, give shape to their imagination and express their creativity in ways that we
cannot even imagine today.
Just like any artistic field, creativity thrives with the exchange of ideas. The
collaboration and social media tools available today enable anyone to share and
monetise their creations, thus building a virtuous circle of creativity and unlocking
immense revenue potential in a very decentralised way.
But in the near future, as robotics, machine learning, artificial intelligence and
behavioural sciences continue to evolve, there will be no limit to what can be
achieved.
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3 / 3
Atomisation Of
In-Entertainment
Transactions
Once a new ecosystem comes to life, it’s
impossible to predict the creative energy
and exponential growth it can spur. Gaming
has over 2.7 billion users today, but this total
addressable market is nowhere near its full
potential.
When gaming engines take the current cohort of interactive entertainment to
the next level, first with gaming-as-a-service and then to gaming-as-a-platform,
we will start seeing a whole new wave of innovation and potential with the rise
of in-entertainment transactions. Those will take shape as nano-transactions or
packaged subscriptions and will range from person-to-person marketplaces selling
virtual or physical goods, to real-time, programmatic, geo-targeted ad placement
and everything in between.
The future of gaming as an industry is incredibly bright, even if this brightness is
currently too shiny for the human eye to see. Regardless of where the future of
interactive entertainment takes us, we know it will be a land of immense potential,
technological innovation and unlimited creative energy.
And Bidstack will be there.
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BuildGrowAccelerateFutureBidstack Group PLCAnnual Report and Accounts 2020 A few words from
Our Leadership Team
Francesco Petruzzelli
Chief Technology Officer & Co-Founder
“Gaming has emerged as a true powerhouse of media consumption and brands are
truly recognising the power that engaging with these audiences brings to them. From
the outset, we’ve always had the vision that to drive true innovation we must always put
publisher and gamers first, and we’ve accomplished that. As a technology-first company
with the largest development team in the industry we’ve taken enormous steps in
trailblazing the way for the industry behind us.”
John McIntosh
Chief Financial Officer
“Bidstack is a product of our time, gaming is only going to get bigger, and become a larger
addressable market. Thanks to our investors, we have built a base from which to take
the company forward to take advantage of the opportunity to scale and develop a real
expertise in this still immature market”
Lewis Sherlock
Chief Revenue Officer
“Bidstack has achieved so much in a short space of time when I reflect on the last
few years compared to other the businesses that I have been involved in growing. I’m
personally looking forward to what is ahead of us.
My own personal experience in developing and selling advertising technology to buyers
and sellers in new media channels all point to us having a strong business for years to
come. It takes time to embed new media or monetisation and technology into both the
advertising and gaming industry but it’s clear from the evidence so far that both sides are
seeing this as a new mainstream way to make money or reach an audience.”
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Bidstack Group PLCAnnual Report and Accounts 2020 Lisa Hau
Chief Operating Officer
“Our 3–5-year vision enabled by our best in-class talent and technology, democratises
access to gamers for global and local brands, as well as powering independent developers
through a lucrative monetisation strategy. The platform strengthens our competitive
advantage through scale and reach as we deliver on our ambition to be the premier
destination for global interactive entertainment.”
Fernando Faria
Chief Marketing Officer
“While marketing has always been driven by creativity, it is also incredibly data-led.
Channels that can prove to be effective and brand-safe will command more investments
and deliver higher monetisation potential. I’m very encouraged as a marketer to see the
results of in-game advertising as a channel and personally excited to be helping Bidstack
lead the way in quickly taking it mainstream. We will keep educating our audiences on the
great results our technology can deliver with authentic and safe brand experiences to
gamers worldwide.”
Bhavesh Hirani
Head of Finance
“Advertisers are highly aware of the significance of reaching consumers in a non-intrusive
and targeted manner and in-game advertising has opened a portal for brands to enter into
this rich sector. Global gaming revenues are forecast to exceed $200 billion by 2023, and
Bidstack’s tech stack is well positioned to monetise and fuel this economy as it creates
alignment between studios, brands and gamers alike. I personally am extremely excited
to be a part of this journey and I look forward to contributing my experience towards
achieving our goals.”
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Bidstack Group PLCAnnual Report and Accounts 2020 Bidstack Group PLC
Company Information
Directors
D Stewart
J Draper
F Petruzzelli
J McIntosh
M Hayes
D Wise (resigned 1 February 2021)
Company Secretary
One Advisory Limited
Registered Number
04466195
Registered Office
Nominated Adviser
Brokers
Independent Auditors
Solicitors
Registrars
201 Temple Chambers
3-7 Temple Avenue
London
EC4Y 0DT
Spark Advisory Partners Limited
5 St John’s Lane
London
EC1M 4BH
Stifel Nicolaus Europe Limited
150 Cheapside
London
EC2V 6ET
Haysmacintyre LLP
10 Queen Street Place
London
EC4R 1AG
Kepstorn Solicitors
7 St James Terrace
Lochwinnoch Road
Kilmacolm
PA13 4HB
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Company Website
www.bidstackgroup.com
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Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020
Chairman’s Statement
Introduction
2020 has been a year of immense progress for Bidstack. While the significant increase in
revenues in the second half is a distinctly tangible sign of progress, it does not do justice
to the full extent of the evolution of the business over the period.
In this document we have tried to:
• get across a full picture of what has been achieved in Bidstack’s journey to date,
• give an overview of our technology and its uses,
• set out clearly why we believe that Bidstack is the leader of pack in the new world
of native in-game advertising, and
•
review the map for the route ahead as we currently see it.
2020 Highlights
Some of the highlights of the year have included the
appointment of the former CEO of Sony Interactive
Entertainment, Andrew House, to our advisory committee in
February, delivering the “Stay Home Save Lives” message
into Codemasters’ DiRT Rally 2 in the early days of the Covid
pandemic in April, an agreement with Codemasters for DIRT 5
in May, the successful raise of £5.7 million in June, the award
of the IAB’s Gold Standard Certificate 1.1 in June, our three
way alliance with Norwich City Football Club and Badu in
August and signing with Ubisoft for its Hyperscape game in
September.
As announced in December 2020, and again in further detail
on 1 February 2021, we exceeded market expectations in
respect of revenues and met market expectations in respect
of our losses and cash.
Progress in 2020
We have set out in considerable detail of our progress
in having in-game advertising accepted as a new and
recognised media channel throughout this document. Key
points to note include:
• we are working closely with most of the largest global
advertising agencies in the world including Dentsu, WPP,
Publicis, Omnicom, Interpublic and Havas,
• our successful brand uplift studies for brands including
Burberry, Coca-Cola, McDonalds, VW, MG, Acer, TalkTalk,
Santander, Jimmy Dean and Paco Rabanne show that our
in-game ads deliver better results than other traditional
channels,
92
• our technology supports Unity, Unreal, C++, Linux, iOS
and Android,
• we have created a proprietary ad server for in-game ad
inventory (AdConsole),
• we are working with leading independent digital and
audience measurement experts Moat by Oracle,
Comscore and Nielsen to provide verification of delivery
of our ads, and
• we have played a leading role in the IAB’s efforts to define
in-game advertising as a channel, as outlined in their
recently published “Guide to Gaming” whitepaper.
Board and Advisory Committee
In February 2020 we were delighted to add former
PlayStation Chief Andrew House to our Advisory Committee.
Andrew began his career with Sony in Tokyo and served
as CMO, Co-CEO and group CEO of Sony Interactive
Entertainment (SIE) Europe before leading as President and
Group CEO of SIE Inc between 2013-2017. He is credited with
helping Sony’s PlayStation reach a mainstream audience and
was responsible for driving the record-breaking launch of the
PS4 in 2013.
We intend to further broaden our experience of the board
in the coming weeks by appointing additional expertise to
support our growth.
After the period-end, we accepted the resignation of Derek
Wise on 1 February 2021 to pursue other business interests.
Derek has provided invaluable advice and assistance to
Bidstack during his tenure on the board and I would like to
thank him for his service.
Bidstack Group PLCAnnual Report and Accounts 2020 Chairman’s Statement (continued)
Financial Summary
The summary income results for the Company for the year under review are as follows:
12 months ended 31 December
Sales
Gross Profit
Total Overheads
Adjusted (loss) before tax
2020
£000
1,695
225
7,218
(6,993)
2019
£000
140
34
5,353
(5,319)
The Company raised £5.7m in June 2020 as a result of a placing and subscription of 138 million new
ordinary shares with institutional and other investors including certain directors at 4 pence per share. In
addition, in October and November 2020 the Company received a further £0.05m following the exercise
of 1,000,456 warrants issued in November 2017 at an exercise price of 5 pence per warrant.
The Company ended 2020 with cash reserves of £2.35 million (2019: £3.15 million) and no debt. As always
cash management remains a key focus within the business as the Board expects Bidstack to continue to
have negative cash flows in 2021. However, the Company is now aided by regular cash receipts arising in
the ordinary course of trading which are having a positive impact on our monthly burn rate. In addition,
the Company has also received a non-trading cash payment in January 2021 in excess of £0.5m and
expects to receive a further similar receipt in late Q2 2021.
Outlook and Prospects
In 2020, Bidstack made strong and tangible progress towards our ambition to become the global leading
advertising and monetisation platform for interactive entertainment. Bidstack has proven its initial
concept through bringing premium advertisers into the world of gaming, securing exclusive contracts
with household name game developers and building the technology infrastructure to enable both sides
to seamlessly transact.
Our strategy has been to take no shortcuts from either a technological or commercial perspective. This is
now paying off, with significant advertising agencies and brands planning around our premium inventory
and with our technology providing transparent reporting on campaign performance.
We believe that Bidstack is now well established, both in terms of technology and revenue generation. It
is vital for Bidstack to consolidate its leading position through execution and scaling its value proposition
into new markets.
The Board expects that revenues for 2021 while materially greater than 2020 will continue to be second
half weighted.
With the commercial, operational, proprietary data and technology we have at hand, I believe Bidstack is
well positioned for the journey ahead.
Donald Stewart
Chairman
26 March 2021
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Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020
Strategic Report
Principal Activity
Bidstack is an advertising technology company which provides dynamic, targeted and
automated native in-game advertising for the global video games industry across multiple
platforms. Its proprietary technology is capable of inserting adverts into natural advertising
space within video games across multiple video games platforms (mobile, PC and console).
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.
Key Performance Indicators
The Board’s focus for 2021 is on developing its product suite
to standardise the way in-game advertising is transacted and
measured; and, continuing to develop publisher relationships
in which its technology is employed while strengthening its
safety features.
The Group’s KPI’s provide a critical measure of the Group’s
revenue potential and are evolving to reflect the Group’s
progressing business model. Available advertising space, our
pipeline of additional future games, the installed base and
active user statistics for individual games and technological
developments with programmatic advertising platforms
are all valuable indicators of potential revenue. Content
drives players, who can view our brand safe advertising in an
increasing theatre of distribution, which ultimately generates
revenue.
For forward looking performance measurement, the Board
will seek to assess the Group’s various engagements with
new business prospects, and the level and speed of their
progress.
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. The Board’s forecasts for the Group include due
consideration of future capital in-flows, continued operating
losses, projected increase in revenues and 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
atleast twelve months from the date of approval of these
financial statements. This assessment has been arrived at
after 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. Specific attention needs
to drawn to the comments made under principal risks and
uncertainties in respect of the impact the Coronavirus
pandemic on Going Concern and the approaches being
taken by the Group to manage and mitigate such additional
operational and financial risk the environment presents.
Therefore, the Directors consider the going concern basis
appropriate.
The financial statements at 31 December 2020 show that
the Group generated an operating loss for the year of £6.99
million (2019: £5.35 million) after accounting for acquisition
related costs of nil (2019: £0.045 million); with cash used in
operating activities of £6.20 million (2019: £4.5 million) and
a net decrease in cash and cash equivalents of £0.80 million
in the year (2019: increase of £1.04 million). Group balance
sheet also showed cash reserves at 31 December 2020 of
£2.34 million (2019: £3.1 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
94
Bidstack Group PLCAnnual Report and Accounts 2020 Strategic Report (continued)
Principal risks and uncertainties
The Board places a high emphasis on de-risking the business wherever possible. The model for the future development of
the Group is outlined in the Strategic Report pages 94 - 97. The Management Team aim to operate the business to ensure
objectives are met while not putting the business at significant financial, operational or reputational risk.
The Chief Financial Officer has been delegated to manage the group’s company-level risks. The risk items are monitored and
updated monthly. The risk table below is reviewed at the Audit Committee. We monitor risks and uncertainties that can impact
the performance of the Group, some of which are beyond the control of the Group. These are reviewed at monthly board
meetings where the Company’s performance is assessed against its strategy and budget. This enables the board to determine
and mitigate the Company’s risk environment, which includes:
Risk
Mitigation
Liquidity – The Group’s future cash position remains subject
to the availability of funding and continued shareholder
support. Until the Group reaches a positive cash generative
position, the funding of its costs together with future
growth, place sustained demand on the Group’s overall cash
resources. The Group relies on being able to arrange and
maintain sufficient financing.
Management monitors the working capital requirements of
the business to finance its growth plans as part of its day-to-
day control procedures.
The board regularly assesses cash flow projections to ensure
that appropriate funding resources are ready and available to
be drawn on, when necessary.
Pandemic – In a dynamic, ever-moving coronavirus
environment the Group is dependent on its staff being able
to operate to the best of their ability, its suppliers being
able to be engaged and then deliver and its clients having
unimpeded access to our product and services.
Management has been monitoring the risk and potential
impact of the Coronavirus on the business, its principle risks
and the operations. As the product and principle operations
are cloud based the company systems can all be accessed
remotely by all our staff.
The stay at home message across the world has provided the
gaming sector with an unparalleled boost. The risk is whether
the Management can adapt to this growth and the demands
on our product suite.
Our key suppliers are technology led and therefore service
continues to be provided.
Talent retention – The Group is dependent on key members
of its management team. Their services cannot be
guaranteed, and the loss of their services may have a near-
term material effect on the Group’s performance. There can
be no assurance that the Group will be able to attract and
retain all personnel necessary for the future development
and operation of the business.
Bidstack’s founders remain significant shareholders. The key
difference in 2020 was the inability of our staff to meet and
demonstrate the new product to suppliers and clients alike.
The company has, therefore, adapted its strategy to ensure
the most effective staff resources are employed who can
communicate at the highest level to our respective client and
supply side stakeholders. In addition, the Group operates a
share option scheme to incentivise employees and enable
them and to benefit from growth in the business. The Board
will continue to ensure that key personnel are appropriately
sourced, engaged and incentivised where required.
Continued next page →
95
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Strategic Report (continued)
Principal risks and uncertainties (continued)
Risk
Mitigation
Competition – The Group’s investment in technology may be
affected by the development of more successful technology
or applications by competitors who may have greater
financial, marketing, operational and technological resources
than the Group.
The Board believes that Bidstack has an advantage in terms
of how its technology, product is received in-game. The focus
on the integrity of the video game, and the needs of the
publishing client means Management target outcomes which
benefit publisher in order to maintain the positive reception
its stakeholders receive as far as is practicable.
IT services and infrastructure – Like every other business
dependent on the internet, the Group cannot guarantee that
there will be no disruption in the availability or performance
of the Bidstack platform, or the terms on which it is made
available, which could have a material adverse effect on the
business.
The Group’s IT infrastructure is distributed across a multiple
server network. This ensures that if one were to fail, then the
Group’s architecture and content could still be accessed
by users via other access points. Management undertake
a regular risk review against best practice methods.
Management also recognised the opportunity to utilise
third party technology solutions when time or resources are
not immediately available; or until the appropriate internal
resource can be sourced. immediately available; or until the
appropriate internal resource can be sourced.
Business Interruption – Ability to appropriately prepare for
and respond to a crisis or major disruption to key operations
either across the Group, in a key region/location, or via a
critical supplier - such as the Group’s business environment
being subject to the conditions noted above by the global
impact of the Coronavirus pandemic.
We acknowledge the importance of proactively ensuring a
consistent and effective business continuity management
process across the Group. The shut-down of parts of the
global business world due to the virus pandemic presents
an environment which demonstrably increased audiences in
the Gaming sector, mitigating certain demand-side risks the
Group faces.
Publishing partner growth – Success of the Group’s strategy
relies on its on-going ability to secure additional games with
advertising opportunities. There can be no assurance that
the Group will maintain its success in this area.
The Group continues to have advanced conversations with
number of AAA game studios in relation to the provision
of additional games. Games developers and publishers
are incentivised to provide advertising in their games by
the potential to generate significant additional revenues
from advertising. Top end games may require minimum
guarantee packages against forecast revenue. These
incentives are modelled to mitigate the risk and ensure
appropriate decisions are made on a case by case basis,
where appropriate.
Converting client opportunities – Success of the Group’s
strategy depends on its ability to generate revenues from
impressions of advertisements seen by video game players
and other observers of the gaming environment. The major
advertising agencies operating in the programmatic space
have built up revenues from brands over a long period and
may have some discretion as to where advertising budgets
are spent. There can be no assurance that the Group will be
successful in persuading brands and agencies.
Bidstack has already secured a partnership agreement with
Dentsu Aegis, a leading global advertising agency and has
signed an advertising framework agreement in place for
2021. The growth of the popularity of video gaming should
ensure that appropriate brands will want to use native in-
game advertising to reach an active audience which, by and
large, does not watch television or engage with other more
traditional media outlets. The group continues to work with
other leading communication agencies to create additional
advertising trading agreements and frameworks.
Continued next page →
96
Bidstack Group PLCAnnual Report and Accounts 2020 Strategic Report (continued)
Principal risks and uncertainties (continued)
Risk
Mitigation
Brand Safe Advertising space – It is imperative to
established brands and their agencies that their ads do not
appear on a screen alongside other inappropriate content
and advertisements. In addition, certain products and
product types may not be shown to game players based on
age or product type restrictions. The appearance of ads by
quality brands alongside offensive content could result in a
loss of trust by brands and agencies which would have an
adverse effect on the perception of the Group.
Native in-game advertising is possibly the most brand
safe advertising environment there is. Bidstack’s platform
can ensure that content is filtered so as not to be seen by
those who are too young or are resident in territories where
relevant products are restricted. In addition, Bidstack has
copy clearance procedures with the games publishers to
ensure restricted content can be removed. In addition, with
its acquisition of Pubguard, Bidstack has enhanced its brand
safety and security features.
Foreign Exchange – The Company is exposed to a variety of
currencies and currently earns revenue in US dollars, Sterling
and Euros. Brexit is no longer a specific issue for the company
operations but its impact may cause fluctuations in the near-
time value of Sterling, making forecasting more difficult.
Given the early level of the sector maturity and the difficulty
of estimating future cash flows the finance strategy is not to
hedge long-term currency positions. There is anticipated to
be degree of natural hedging in some markets , where both
revenues and costs arise in local currency.
Forward looking statements
Environmental and social
In our day-to-day business, we commit to comply with
applicable environmental laws, and the direct impact of
our operations is low. We also look to tread lightly through
good housekeeping practices such as reducing energy
consumption, using sustainable resources and recycling
waste. Refer to our Corporate and Social Responsibility
actions on pages 98 - 99.
The Strategic Report on pages 94 - 97 has been prepared
for the shareholders of the Company, and no other persons.
The Strategic Report and other parts of this document may
contain forward-looking statements or anticipated outcomes
that are subject to the principal risks noted above along with,
the economic and sector specific-circumstances within the
markets in which the business operates. The purpose is to
assist shareholders of the Company to assess the strategies
adopted by the Group and the potential for those strategies
to succeed, and for no other purpose. We believe that the
expectations reflected in the Strategy are reasonable but
they may be affected by all of the principal risks, which could
cause actual results to differ materially from those currently
anticipated. No assurances can be given that the forward-
looking statements in the Strategic Report, comprising the
Business and Financial Reviews, will be realised. The forward-
looking statements reflect the data and knowledge available
at the time.
Employment without discrimination
The Company is committed to employ on the basis of
aptitude and ability. We hire and promote our people
regardless of gender, orientation, origin, creed, disability
or any other inappropriate discrimination. Refer to our
Corporate and Social Responsibility actions on
pages 98 - 99.
97
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Governance
Directors, senior managers and employees
At 31 December 2020, there were six male directors of the Company and the Company had sixty nine other employees. Please
see page 103 - 104 for details of the biographies of the directors.
Section 172 Statement
Under section 172 of the Companies Act 2006 (“Section 172”), a director of a company must act in a way that they consider,
in good faith, would most likely promote the success of the company for the benefit of its members as a whole, taking into
account the non-exhaustive list of factors set out in Section 172.
Section 172 also requires directors to take into consideration the interests of other stakeholders set out in Section 172(1) in their
decision making.
Bidstack Group Plc’s (“Bidstack”, “Group” or the “Company”) key stakeholders include its investors, employees, regulatory
bodies, suppliers and customers.
The Company’s strategy is to expand and further monetise its product suite and/or its associated complementary technologies.
Upon the successful implementation of the Company’s strategy, the Company will have an expanded range of internal and
external stakeholders, relations with which the Board will take into consideration when making decisions on Company strategy.
Engagement with our members plays an essential role throughout our business. We are cognisant of fostering an effective and
mutually beneficial relationship with our members. Our understanding of our members is factored into boardroom discussions
regarding the potential long-term impacts of our strategic decisions.
Post the reporting period end, the directors of the Company (“Directors”) have continued to have regard to the interests of
the Company’s stakeholders, including the potential impact of its future activities on the community, the environment and
the Company’s reputation when making decisions. The Directors also continue to take all necessary measures to ensure the
Company is acting in good faith and fairly between members and is promoting the success of the Company for its members in
the long term.
The table below acts as our Section 172 statement by setting out the key stakeholder groups, their interests and how the
Company engages with them. Given the importance of stakeholder focus, long-term strategy and reputation to the Company,
these themes are also discussed throughout this Annual Report.
Stakeholder
Why we engage
How we engage
Our Investors
We maintain and value regular dialogue with our
financial stakeholders throughout the year and place
great importance on our relationship with them. We
know that our investors expect a comprehensive
insight into the financial performance of the Company,
and awareness of long-term strategy and direction. As
such, we aim to provide high levels of transparency and
clarity about our results and long-term strategy and to
build trust in our future plans.
• Regular reports and analysis on
investors and shareholders
• Annual Report
• Company website
• Shareholder circulars
• AGM
• RNS announcements
• Press releases
Continued next page →
98
Bidstack Group PLCAnnual Report and Accounts 2020 Governance (continued)
Section 172 Statement (continued)
Stakeholder
Why we engage
How we engage
Our Employees
Our Customers
Our people are at the heart of the growth of our
business. Effective employee engagement leads to
an effective, incentivised, healthier workforce who
are invested in the success of the Group and who
are all pulling in the same direction. Our engagement
seeks to address any employee concerns regarding
working conditions, health and safety, training and
development, as well as workforce diversity.
Our customers have unique requirements that require
diligence and trust in our offering. We aim to listen
to and engage with our customers on a regular basis
to ensure that we understand their needs and can
provide solutions that address them. We ensure that
information is easily accessible and customer concerns
are dealt with in a timely and professional manner.
Our Suppliers
We have a number of key partners and suppliers with
whom we have built strong relationships with and
strongly value. We establish effective engagement
channels to ensure our relationships remain
collaborative and forward focused, and to foster
relationships of mutual trust and loyalty.
• Introduction of the role of Head of
Human Resources
• Evaluation and feedback processes
for employees and management
• Competitive rewards packages
• Encouraging employee training and
development
• Flat structure communication with
executive Board
• Continual review of feedback from
customers to ensure satisfaction
• Dedicated team for Client Services
and Operations to ensure consumer
concerns are addressed
• Face to face meetings with
customers to further develop
relationships.
• Investment in content control and
consumer safety through acquisition.
• Building strong partnerships with
suppliers through open two-way
dialogue and regular face to face
meetings.
• Relationships with suppliers allow the
ongoing review and monitoring of
their performance levels
The above statement should be read in conjunction with the Strategic Report (on pages 94 - 97) and the
Company’s Corporate Governance Statement.
The Strategic Report was approved by the Board of Directors on 26 March 2021 and was signed on its behalf by:
James Draper
Chief Executive
26 March 2021
99
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020
Directors’ Report
The directors present their report together with the audited
financial statements for the year ended 31 December 2020.
pandemic on Going Concern and the approaches being
taken by the Group to manage and mitigate such additional
operational and financial risk the environment presents.
Therefore, the Directors consider the going concern basis
appropriate.
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.
Substantial shareholders
On 31 December 2020 the following shareholders held an
interest of 3% or more of the ordinary share capital of the
Company:
Shareholder
Ordinary shares
of 0.5p
% of issued share
capital
James Draper
39,760,562
10.26%
Herald Investment
Management
25,000,000
6.45%
As at 31 December 2020 no other person had reported an
interest of 3% or more in the Company’s ordinary shares.
Strategic Report
The principal activity of the Group, its strategy and business
model is set out in the pages 94 - 97.
Corporate Governance
The Corporate Governance Report is set out on pages 98-99.
Results and dividends
The results of the Group for the year ended 31 December
2020 are set out on page 112 and show a loss before tax and
acquisition related costs for the year of £6,993,558 (2019:
loss of £5,319,681). The directors do not recommend the
payment of a dividend (2019: £Nil).
Financial risk management
The Group’s financial instruments comprise cash, liquid
resources and various items, such as trade receivables and
trade payables that arise directly from its operations. The
main risks arising from the Group’s financial instruments are
currency risk, interest rate risk, credit risk and liquidity risk.
The Directors review the policies for managing each of these
risks on an on-going basis. These policies have remained
unchanged from previous periods. Details of the use of
financial instruments by the Company are contained in note
24 of the financial statements.
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. The Board’s forecasts for the Group include due
consideration of future capital in-flows, continued operating
losses, projected increase in revenues and 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. This assessment has been arrived at
after 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. Specific attention needs
to drawn to the comments made under principal risks and
uncertainties in respect of the impact the Coronavirus
100
Bidstack Group PLCAnnual Report and Accounts 2020 Directors’ Report (continued)
Directors
The directors who held office during the year were as follows:
Director
D Stewart
J Draper
F Petruzzelli
J McIntosh
M Hayes
D Wise
Directors’ Emoluments
Directors during
the year
Chairman
Executive
Executive
Executive
Non-Executive
Non-Executive
–
–
–
–
–
Resigned 01 February 2021
Salary/Fees/
Benefits
£
Share-based
payment
£
Total
Emoluments
£
2019
£
D Stewart1
Chairman
40,000
40,859
80,859
46,961
J Draper
Executive
150,000
1,971
151,971
135,000
F Petruzzelli
Executive
150,000
1,314
151,314
313,905
J McIntosh
Executive
120,000
31,661
151,661
109,667
M Hayes
Non-Executive
30,000
18,039
48,039
54,184
D Wise
Non-Executive
30,000
26,186
56,186
41,026
L Mair
Non-Executive
J Taylor
Non-Executive
-
-
-
-
-
-
17,500
17,500
520,000
120,030
640,030
735,743
1 Donald Stewart, Chairman, is also a consultant to Kepstorn Solicitors. Fees for corporate and legal services of £32,430 (2019: £79,186) were charged by Kepstorn during
the year ended 31 December 2020, of which £9,150, related to Kepstorn’s fees for in relation to the fundraise in June 2020. As at 31 December 2020, £Nil was owed to
Kepstorn Solicitors (2019: £Nil).
101
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020
Directors’ Report (continued)
Statement of compliance with the Corporate Governance
Code
The Group complies with the Quoted Companies Alliance’s
Corporate Governance Code (the “QCA Code”) as revised
and reissued in May 2018.
Donald Stewart, in his capacity as Non-Executive Chairman,
has assumed responsibility for leading the Board effectively
and ensuring that the Group has appropriate corporate
governance standards in place and that these standards are
observed and applied within the Group as a whole.
The corporate governance arrangements that the Board
has adopted are intended to ensure that the Group delivers
medium and long-term value to its shareholders. The Board
maintains a regular dialogue with its major investors and other
professional investors, providing them with such information
on the Group’s progress as is permitted by the AIM rules,
MAR and the requirements of the relevant legislation.
It should be noted that all the Directors are shareholders and/
or option holders in the Group and that both Mr Draper and
Mr Petruzzelli are founders and significant shareholders. The
Directors therefore view their own medium and long-term
interests to be integrally linked to the medium and long-term
value of the Group and, as such, the interests of the Directors
are directly aligned with those of the shareholders.
5. maintain the board as a well-functioning, balanced team
led by the chair
6. ensure that between them the directors have the
necessary up-to-date experience, skills and capabilities
7. evaluate board performance based on clear and relevant
objectives, seeking continuous improvement
8. promote a corporate culture that is based on ethical values
and behaviours
9. maintain governance structures and processes that are
fit for purpose and support good decision-making by the
board
10. communicate how the company is governed and is
performing by maintaining a dialogue with shareholders
and other relevant stakeholders.
Set out below are further disclosures on certain particularly
relevant principles.
Principle 1 – Business Model and Strategy
Bidstack is a provider of native in-game advertising that is
dynamic, targeted, and automated, serving the global video
games industry across multiple platforms. Its proprietary
technology is capable of inserting adverts into natural
advertising space within video games.
The Board currently consists of two Independent Non-
Executives, Donald Stewart and Mike Hayes, and three
Executive Directors, James Draper, Francesco Petruzzelli and
John McIntosh.
Bidstack has two sets of customers. On the demand side
are advertising agencies, buyers for specific brands and
operators of programmatic advertising platforms. On the
supply side are games publishers, owners and developers.
The Company has constituted an advisory committee of
selected individuals with experience in areas relevant to the
business growth, whose remit is to provide strategic input
and direction to the Board and to assist with introductions to
key counterparties.
As set out in the Chairman’s statement above, the Board has
concluded that the highest medium and long-term value
can be delivered to its shareholders by focusing the Group’s
resources during the 2021 on business development, both
technical and commercial.
The QCA Code sets out ten principles that should be
applied. These are listed on the Company’s website at www.
bidstackgroup.com together with an explanation of how the
Company applies each of the principles. The ten principles
are:
1. establish a strategy and business model which promote
long-term value for shareholders
2. seek to understand and meet shareholder needs and
expectations
3. take into account wider stakeholder and social
responsibilities and their implications for long-term
success
4. embed effective risk management, considering both
opportunities and threats, throughout the organisation
For further information on the market, the future strategy of
the Group and the risks the Board consider to be the most
significant for potential investors, Shareholders are referred
to the Strategic Update set out on pages 94 - 97.
Principle 4 – Risk Management
The Board has overall responsibility for the determination
of the Company’s risk management objectives and policies
and recognises the need for an effective and well-defined
risk management process. The overall objective of the Board
is to set policies that seek to reduce risk as far as possible
without unduly affecting the Company’s competitiveness
and flexibility. The Board is responsible for the monitoring
of financial performance against budget and forecast and
the formulation of the Group’s risk appetite including the
identification, assessment and monitoring of the Group’s
principal risks.
102
Bidstack Group PLCAnnual Report and Accounts 2020 Directors’ Report (continued)
Statement of compliance with the Corporate Governance Code (continued)
For further information on the risks the Board consider to
be the most significant for potential investors, Shareholders
are referred to in the section headed “Principal risks and
uncertainties” set out on page 95 - 97.
The Board has delegated certain authorities to committees,
each with formal terms of reference. As part of its terms of
reference, the Audit Committee is obliged, inter alia, to keep
under review the Group’s internal financial controls systems
that identify, assess, manage and monitor financial risks, and
other internal control and risk management systems, review
the adequacy and security of the Group’s arrangements
for its employees and contractors to raise concerns, in
confidence, about possible wrongdoing in financial reporting
or other matters and ensure that these arrangements
allow proportionate and independent investigation of such
matters and appropriate follow up action, review the Group’s
procedures for detecting fraud and review the Group’s
systems and controls for the prevention of bribery.
Principle 5 – A Well-functioning Board of Directors
Committee and nominations to the Board will be dealt with by
the whole Board. This position will be reviewed on a regular
basis by the Directors.
Both Non-Executive Directors are shareholders, the board
does not consider that this affects the performance of
their duties. The two Non-Executive Directors sit on the
Audit Committee, which is chaired by Mike Hayes (who is a
chartered accountant) and on the Remuneration Committee,
which is chaired by Donald Stewart.
During the year under review the Board held ten regular
board meetings, at which all the members of the Board
attended. In addition, the Board met formally a further
eleven times for specific purposes including in relation to the
exercise of warrants, to approve the Company’s fundraise,
to approve publication of the Report and Accounts for 2019
and to approve publication of the Interim Accounts for the
period to 30 June 2020. In addition to the Company’s formal
board meetings, all of the directors regularly discuss matters
affecting the business and the strategy of the Group.
The Board is responsible for the management of the business
of the Group, setting the strategic direction of the Group
and establishing the policies of the Group. It is the Board’s
responsibility to oversee the financial position of the Group
and monitor the business and affairs of the Group on behalf
of Shareholders, to whom the Directors are accountable.
The primary duty of the Board is to act in the best interests
of the Group at all times. The Board also addresses issues
relating to internal control and the Group’s approach to risk
management.
Principle 6 – Appropriate Skills and Experience of the
Directors
The Group believes that the current balance of skills within
the Board as a whole reflects a broad and appropriate range
of commercial, technical and professional skills relevant to
the sector in which the Group operates and its status as an
AIM listed company.
Biographical details of each of the Directors and officers are
set out below:
The Board consists of three Executive Directors, comprising
the Chief Executive Officer, Finance Director and Chief
Technology Officer, and two Non-Executive Directors.
Donald Stewart chairs the Board. The Executive Directors
have industry and technical knowledge and expertise
(James Draper and Fran Petruzzelli) and financial expertise
(John McIntosh). The Non-Executive Directors have
legal, accounting, public market, leadership and people
management experience (Donald Stewart and Mike Hayes).
One Advisory, an experienced Company Secretary service,
act as the Company Secretary.
The Board holds board meetings monthly and whenever
issues arise which require the urgent attention of the Board.
The Executive Directors are full time employees, and the
Non-Executive Directors are expected to devote at least
two days per month to the affairs of the Company and such
additional time as may be necessary to fulfil their roles.
The Board has also established an Audit Committee and a
Remuneration Committee. The Company considers that, at
this stage of its development, and given the current size of its
Board, it is not necessary to establish a formal Nominations
Donald Stewart - Non-Executive Chairman
Appointed to the Board on 1 December 2015, Donald is a
solicitor and has practiced corporate law, particularly focused
on smaller quoted companies, for almost 30 years. Between
April 2013 and July 2015, he was on the board of AIM quoted
Progility Plc and, before that, had been a corporate partner in
the London office of a global law firm. He is a former director
(and past chairman) of the Quoted Companies Alliance.
Donald brings extensive experience of quoted companies,
legal and regulatory issues, corporate governance and of the
role of chairman. As a practicing solicitor, Donald is required
to keep his skills up to date through continuing professional
development.
James Draper - Chief Executive Officer
James is the co-founder and Chief Executive Officer of
Bidstack. He initiated Bidstack’s move into the gaming space
in 2017 and led the negotiations to secure the three-year
contract with SEGA’s Football Manager title. He has been
responsible for the day to day management of Bidstack, as
well as overseeing its strategic direction. Prior to Bidstack,
James spent several years working within marketing and
103
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Directors’ Report (continued)
Statement of compliance with the Corporate Governance Code (continued)
advertising with a range of clients in the sports and b2b
space. James brings core management, marketing and
strategic vision and an intimate knowledge of all aspects of
the Bidstack business to the Board.
Francesco Petruzzelli - Chief Technology Officer
Fran is the co-founder and Chief Technology Officer of
Bidstack. He created Bidstack’s core artificial intelligence
engine, heads its development studio and oversees its
team of developers and programmers. Prior to Bidstack,
Francesco founded Whaleslide, a privacy conscious search
engine allowing users to control all aspects of their online
lives from one webpage. Fran brings to the Board software
technical and developmental expertise and a comprehensive
understanding of the Bidstack product.
John McIntosh CA - Chief Financial Officer
After qualifying with Deloitte in 1994, John worked with Sony,
global advertising agency DMB&B (acquired by Publicis)
and the BBC. He was CFO and COO of listed muliti-media
business DCD Media plc for five years until May 2012 then
CFO of Progility Plc to April 2015, taking the business from
a £12 million to £60 million revenue. John has worked as a
consultant CFO in the UK, Europe and Hong Kong, including,
since October 2016, CFO for McLaren GT, a joint venture with
McLaren Automotive. John brings significant experience of
CFO and COO roles in AIM quoted companies. As a member
of the Institute of Chartered Accountants of Scotland John
is required to keep his skills up to date through the ICAS
Professional Development Process.
Michael Hayes – Non-Executive Director
Mike has a wealth of experience in the video games industry
having spent eight years at SEGA, latterly as CEO of SEGA
Europe and America. During his tenure, SEGA became
established as a top 10 worldwide publisher of video games.
Prior to SEGA, Mike spent five years as Sales and Marketing
Director on the Board of Codemasters, the award-winning
British developer and publisher of high quality racing games.
For over five years, Mike was Sales and Marketing Director
at Nintendo, responsible for hardware and software. Mike
is currently an Investment Director at AIM listed Mercia
Technologies PLC, where he is Head of Digital and Digital
Entertainment.
ONE Advisory Group acts as the Company Secretary and is
responsible for ensuring that Board procedures are followed
and that the Company complies with all applicable rules,
regulations and obligations governing its operation, as well as
helping the Chairman maintain good standards of corporate
governance.
The Directors have access to the Company’s external
advisers e.g. NOMAD, lawyers and auditors as and when
required and are able to obtain advice from other external
advisers when necessary.
All Directors have access to independent legal advice at the
Company’s expense.
The Board will seek to take into account Board imbalances
for future nominations.
Principle 7 – Evaluation of Board Performance
The next internal evaluation of the Board, its Committees
and individual Directors and officers is due to be undertaken
in Q2 of 2021 and thereafter such evaluations will be
undertaken on an annual basis to ensure the Board is
performing effectively as a whole. Such evaluations will be
undertaken with reference to how the Director or officer has
performed in fulfilling his/her specific functions, attendance
at Board and Committee meetings as appropriate, and
overall contribution to the Group as a whole.
The Board is aware that succession planning is a vital task
and the management of succession planning represents a
key responsibility of the Board. The balance of skills required
of the Board as a whole is under constant review as the
business develops. As a result the composition of the Board
will change over time. The Board would appoint additional
directors in the event that outstanding people with relevant
skills are able to make the necessary commitment to drive
the business forward.
Principle 8 – Corporate Culture
The Company recognises the importance of promoting an
ethical corporate culture, interacting responsibly with all
stakeholders and the communities and environments in
which the Group operates. The Board considers this to be
essential if medium and long term value is to be delivered.
The Directors consider that at present the Group has an open
culture facilitating comprehensive dialogue and feedback,
particularly with regard to providing a safe and enjoyable
working environment for employees and seeking to ensure
they are remunerated and incentivised appropriately.
The Group also works directly with games publishers and
developers to understand their unique requirements,
participates in gaming conferences and sponsors e-sport
tournaments to get direct feedback from the players and
viewers of video games and seeks to be regarded as a good
corporate citizen by all its stakeholders within its sphere of
operation.
The Directors view their own medium and long-term interests
to be integrally linked to the medium and long-term value
of the Group, and, as such, the interests of the Directors are
104
Bidstack Group PLCAnnual Report and Accounts 2020 Directors’ Report (continued)
Statement of compliance with the Corporate Governance Code (continued)
directly aligned with those of the shareholders. The Group
has adopted policies to deal with corruption and bribery and
to comply with the UK Bribery Act.
Principle 10 – Shareholder Communication
The Board delegates authority to two Committees to assist
in meeting its business objectives, and the Committees meet
independently of Board meetings.
Audit Committee Report
The Audit Committee comprises Michael Hayes as Chairman,
and Donald Stewart and meets not less than twice a year. The
committee is responsible for making recommendations to
the Board on the appointment of auditors and the audit fee
and for ensuring that the financial performance of the Group
is properly monitored and reported. In addition, the Audit
Committee receives and reviews reports from management
and the auditors relating to the interim report, the annual
report and accounts and the internal control systems of the
Group.
As noted above the Audit Committee is also responsible for
reviewing the Group’s internal financial controls systems that
identify, assess, manage and monitor financial risks, other
internal control and risk management systems and other
aspects of risk management.
During the year under review, the Audit Committee is
responsible for adopting a new Financial Reporting
Procedures Manual which was adopted by the Company on
31 January 2021. In addition, the Audit Committee has worked
with and reviewed the work of the Company’s auditors in the
production of the Report and Accounts of the Company for
the year ended 31 December 2020 set out in this document.
Remuneration Committee Report
The Remuneration Committee comprises Donald Stewart
as Chairman and Michael Hayes which meets not less
than twice each year. The committee is responsible for the
review and recommendation of the scale and structure of
remuneration for senior management, including any bonus
arrangements or the award of share options with due regard
to the interests of the Shareholders and the performance of
the Enlarged Group.
During the year under review, the Remuneration Committee
made no new recommendations to the board in relation
to the salaries and bonuses of the Chief Executive, the
Chief Technical Officer and the Chief Financial Officer and,
separately, in relation to the issue of share options to certain
employees of the Group. The amounts of remuneration for
each Director are set out on page 102. These include basic
salary, bonus and the estimated monetary value of benefits
in kind.
105
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Directors’ Report (continued)
Director’s interests
The beneficial interests of the directors of the Company in the ordinary share capital of the Company and options and warrants
to purchase such shares were:
31 December 2020
Warrants
Options
Director
Ordinary
Shares
Ex. Price
5p
Ex. Price
1.14p
Ex. Price
6p
Ex. Price
14.4p
Ex. Price
20p
Ex. Price
31.75p
Ex. Price
50p
D Stewart
2,024,876
J Draper
39,760,562
F Petruzzelli
5,750,000
J McIntosh
950,000
M Hayes
500,000
31 December 2019
-
-
-
-
-
-
-
-
-
4,799,500
7,500,000
1,000,000
-
-
-
-
1,000,000
5,000,000
10,000,000
500,000
-
700,000
300,000
Warrants
Options
Director
Ordinary
Shares
Ex. Price
5p
Ex. Price
1.14p
Ex. Price
6p
Ex. Price
14.4p
Ex. Price
20p
Ex. Price
31.75p
Ex. Price
50p
-
-
-
-
-
-
-
-
4,799,500
7,500,000
1,000,000
-
-
-
-
1,000,000
5,000,000
10,000,000
500,000
-
700,000
300,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
D Stewart
1,149,773
250,103
J Draper
39,760,562
F Petruzzelli
5,750,000
J McIntosh
200,000
M Hayes
-
-
-
-
-
106
Bidstack Group PLCAnnual Report and Accounts 2020 Directors’ Report (continued)
Going concern
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.
Auditors
All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any information
needed by the Group’s auditors for the purposes of their audit and to establish that the auditors are aware of that information.
The directors are not aware of any relevant audit information of which the auditors are unaware.
By order of the Board
Donald Stewart
Chairman
26th March 2021
107
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020
Statement of Directors’
responsibilities
The Directors are responsible for preparing the Strategic Report, the
Directors’ Report 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 elected to prepare the Group and Company financial statements in accordance
with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union. 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 Group and Company and of the profit or loss of the
Group and Company for that period. The Directors are also required to prepare financial statements in
accordance with the rules of the London Stock Exchange for companies trading securities on AIM.
In preparing these financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgments and accounting estimates that are reasonable and prudent;
• State whether the financial statements have been prepared in accordance with IFRSs as adopted
by the European Union subject to any material departures disclosed and explained in the financial
statement period; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Company 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 Company and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements and other information included in annual reports may differ
from legislation in other jurisdictions.
108
Bidstack Group PLCAnnual Report and Accounts 2020
Independent auditor’s report to the
members of Bidstack Group Plc
Opinion
An overview of the scope of our audit
We have audited the financial statements of Bidstack
Group plc (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended 31 December 2020 which
comprise a consolidated statement of comprehensive
income, a consolidated statement of financial position, a
company statement of financial position, a consolidated
statement of changes in equity, a company statement of
changes in equity, a consolidated statement of cash flows
and a company statement of cash flows and notes to the
financial statements, including a summary of significant
accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law
and International Financial Reporting Standards (IFRSs) as
adopted by the European Union.
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;
• Have been properly prepared in accordance with IFRSs
as adopted by the European Union; and
• 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 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.
Material Uncertainty Related to Going Concern
Note 2 of these financial statements 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 is not modified in respect
of this matter.
We performed a full scope audit of Bidstack Group plc and
its two subsidiaries - Bidstack Limited and Minimised Media
Limited. We also audited the newly incorporated subsidiary,
Bidstack SIA, to Group materiality. We conducted the audit
remotely due to the Coronavirus pandemic but conducted
frequent meetings with Bidstack employees and were able
to obtain all the information we required. Our audit consisted
principally of substantive test of detail as this was deemed
the most efficient and effective way of amassing sufficient
reliable audit evidence.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, 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.
Going concern
Due to the continued losses made £6.4 million in 2020 there
is a risk that the Group may not have sufficient resources to
continue trading for the foreseeable future (See note 2).
As set out in note 2 a material uncertainty has been disclosed
in relation to the Group’s going concern status.
Our audit work included, but was not restricted to the
following:
• We reviewed the cash flow forecasts and budgets. We
scrutinized these and challenged the assumptions made
by management.
•
In particular, we challenged the central assumption
around the success of an equity fundraise and obtained
supporting evidence for this.
Our application of materiality
We apply the concept of materiality both in planning
and performing our audit, in evaluating the effect of
misstatements. We consider materiality to be the magnitude
by which misstatements, including omissions, could
influence the economic decisions of reasonable users that
are taken based on the financial statements. Importantly,
109
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Independent auditor’s report to the members of Bidstack Group PLC (continued)
Our application of materiality (continued)
misstatements below these levels will not necessarily be
evaluated as immaterial as we also take into account the
nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
We consider total assets to be the financial metric of most
interest to shareholders and other users of the financial
statements.
We determined materiality for the Group to be £89,000
which is 2% of total assets, which is within our range for
calculating materiality using a gross measure as the
benchmark.
Performance materiality is the application of materiality at
the individual account or balance level set at an amount to
reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements
exceeds materiality for the financial statements as a whole.
Performance materiality for the Group was set at £66,750.
We agreed with the audit committee that we would report
to the committee all individual audit differences identified
during the course of our audit in excess of £4,450. We also
agreed to report differences below these thresholds that, in
our view warranted reporting on qualitative grounds.
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:
• 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
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 the parent company 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
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• Adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• The parent company 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 108, 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
110
Bidstack Group PLCAnnual Report and Accounts 2020 Independent auditor’s report to the members of Bidstack Group PLC (continued)
considered material if, individually or in the 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 law 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
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws
and regulations related to regulatory requirements for AIM listed companies, and we considered the extent to which non-
compliance might have a material effect on the financial statements. We also considered those laws and regulations that have
a direct impact on the preparation of the financial statements such as the Companies Act 2006, corporation tax, payroll tax and
sales tax.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including
the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to
inflations revenue and intangible assets and also management bias in accounting estimates. Audit procedures performed by
the engagement team included:
Inspecting correspondence with regulators and tax authorities;
Discussions with management including consideration of known or suspected instances of non-compliance with laws and
regulation and fraud;
Identifying and testing journals, in particular journal entries that might be inappropriately inflating revenue and intangible
assets; and
Challenging assumptions and judgements made by management in their critical accounting estimates
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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 so that we might state to the company’s members those matters we are required
to state to them in an Auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Ian Cliffe (Senior Statutory Auditor)
for and on behalf of Haysmacintyre LLP, Statutory Auditors
10 Queen Street Place
London
EC4R 1AG
Date: 26th March 2021
111
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Consolidated statement of
comprehensive income
for the year ended 31 December 2020
Note
Year ended
31 December 2020
£
Year ended
31 December 2019
£
Revenue
Cost of Sales
Gross Profit
Administrative expenses
Operating loss before acquisition related costs
Transaction costs
Share based payment on reverse acquisition
Operating (loss)
Finance income
Finance costs
(Loss) before taxation
Taxation
(Loss) for the year
Other comprehensive income
Total other comprehensive income
5
8
8
9
1,695,620
(1,470,389)
225,231
(7,218,789)
(6,993,558)
-
-
140,391
(106,697)
33,694
(5,353,375)
(5,319,681)
(44,833)
-
(6,993,558)
(5,364,514)
2,525
(1,179)
(6,992,212)
597,035
(6,395,177)
8,060
(967)
(5,357,421)
148,141
(5,209,280)
-
-
Total comprehensive (loss) for the year
(6,395,177)
(5,209,280)
Loss per share – basic and diluted (pence)
10
(1.65)
(2.26)
The notes on pages 119-137 form part of these financial statements.
112
Bidstack Group PLCAnnual Report and Accounts 2020 Consolidated statement of financial position
as at 31 December 2020
ASSETS
Non-current assets
Intangible assets
Property, plant and equipment
Right of use asset
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity
Share capital
Share premium account
Share-based payment reserve
Merger relief reserve
Reverse acquisition reserve
Warrant reserve
Retained losses
Total equity
Non-current liabilities
Lease liability
Total non-current liabilities
Current liabilities
Trade and other payables
Lease liability
Total current liabilities
Note
Year ended
31 December 2020
£
Year ended
31 December 2019
£
11
12
14
16
17
19
19
19
19
19
19
19
13
18
13
279,955
28,388
7,577
315,920
2,391,300
2,347,114
4,738,414
310,960
22,377
26,710
360,047
533,207
3,148,540
3,681,747
5,054,334
4,041,794
6,234,261
27,984,716
1,282,556
6,508,673
(23,320,632)
71,480
(15,578,902)
3,182,152
-
-
1, 863,739
8,443
1,872,182
5,516,759
23,283,880
734,365
6,508,673
(23,320,632)
71,480
(9,183,725)
3,610,800
8,300
8,300
406,672
16,022
422,692
Total equity and liabilities
5,054,334
4,041,794
The financial statements on pages 112 were approved by the board of Directors on 26 March 2021
and signed on its behalf by:
John McIntosh
CFO of Bidstack Group PLC
The notes on pages 119-137 form part of these financial statements.
113
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Company statement of financial position
as at 31 December 2020
ASSETS
Non-current assets
Right of use asset
Investments
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity
Share capital
Share premium account
Share-based payment reserve
Merger relief reserve
Warrant reserve
Retained losses
Total equity
Non-current liabilities
Lease liability
Total non-current liabilities
Current liabilities
Trade and other payables
Lease liability
Total current liabilities
Note
Year ended
31 December 2020
£
Year ended
31 December 2019
£
14
15
16
17
19
19
19
19
19
19
13
18
13
7,577
7,477,841
7,485,418
10,376,056
2,286,435
12,662,491
26,710
7,477,841
7,504,551
4,638,373
3,040,326
7,678,699
20,147,909
15,183,250
6,234,261
27,984,716
1,282,556
6,508,673
76,457
(22,190,773)
19,895,890
-
-
243,576
8,443
252,019
5,516,759
23,283,880
734,365
6,508,673
76,457
(21,036,180)
15,083,954
8,300
8,300
74,974
16,022
90,997
Total equity and liabilities
20,147,909
15,183,250
As permitted by Section 408 of the Companies Act 2006, the income statement of the parent Company is not presented as part
of these financial statements. The parent Company’s loss for the financial year was £1,154,593 (2019: loss of £1,186,419).
The financial statements on pages 112 were approved by the board of Directors on 26 March 2021 and signed on its behalf by:
John McIntosh
CFO of Bidstack Group PLC
The notes on 119 - 137 form part of these financial statements.
114
Bidstack Group PLCAnnual Report and Accounts 2020 Consolidated statement of
changes in equity
for the year ended 31 December 2020
Share
capital
£
Share
premium
£
Share-based
payment
reserve
£
Merger
relief
reserve
£
Reverse
acquisition
reserve
£
Warrant
reserve
£
Retained
losses
£
Total
equity
£
Balance 01/01/2019
5,286,429
18,000,247
258,060
6,213,021
(23,320,632)
71,480
(3,974,445)
2,534,160
-
-
-
-
-
Issue of shares
225,982
5,541,549
Issue of consideration
shares
Costs of raising equity
Share-based payments
Loss & total comprehen-
sive income for the year
4,348
-
(257,916)
-
-
-
-
-
476,305
-
-
295,652
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,767,531
300,000
(257,916)
476,305
(5,209,280)
(5,209,280)
Balance 31/12/2019
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
Costs of raising equity
Share-based payments
Loss & total comprehen-
sive income for the year
-
-
-
(331,682)
-
-
548,191
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,750,020
(331,682)
548,191
(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
The notes on 119 - 137 form part of these financial statements.
115
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Company statement of changes
in equity
for the year ended 31 December 2020
Share
capital
£
Share
premium
£
Share-based
payment
reserve
£
Merger
relief
reserve
£
Warrant
reserve
£
Retained
losses
£
Total
equity
£
Balance 01/01/2019
5,286,429
18,000,247
258,060
6,213,021
76,457
(19,849,762)
9,984,453
-
-
-
-
-
Issue of shares
225,982
5,541,549
Issue of consideration
shares
Costs of raising funds
Share-based payments
Loss & total comprehen-
sive income for the year
4,348
-
(257,916)
-
-
-
-
-
476,305
-
-
295,652
-
-
-
-
-
-
-
-
-
-
-
-
5,767,531
300,000
(257,916)
476,305
(1,186,419)
(1,189,419)
Balance 31/12/2019
5,516,759
23,283,880
734,365
6,508,673
76,457
(21,036,180)
15,083,954
Issue of shares
717,502
5,032,518
Costs of raising funds
Share-based payments
Loss & total comprehen-
sive income for the year
-
-
-
(331,682)
-
-
548,191
-
-
-
-
-
-
-
-
-
-
-
-
5,750,020
(331,682)
548,191
(1,154,593)
(1,154,593)
Balance 31/12/2020
6,234,261
27,984,716
1,282,556
6,508,673
76,457
(22,190,773)
19,895,890
The notes on 119 - 137 form part of these financial statements.
116
Bidstack Group PLCAnnual Report and Accounts 2020 Consolidated statement of cash flows
as at 31 December 2020
Cash flows from operating activities
(Loss) before taxation
Adjustments for:
Amortisation – Intangibles
Amortisation – Right of use asset
Depreciation
Equity settled share-based payments
Doubtful debts expenses
Interest received
Interest paid
Changes in working capital
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other payables
Cash used in operations
Year ended
31 December 2020
£
Year ended
31 December 2019
£
(6,992,212)
(5,357,421)
31,574
19,621
13,021
548,191
(19,265)
(2,525)
1,179
18,859
5,337
8,330
476,305
325,200
(8,060)
967
(6,400,416)
(4,530,483)
(1,241,792)
1,457,069
(6,185,139)
151,646
(80,204)
(4,459,041)
Net Cash used in operations
(6,185,139)
(4,459,041)
Cash flow from investing activities
Investment in intangible assets
Cash acquired with subsidiary
Investment in property, plant and equipment
Net cash flow used in investing activities
Cash flow from financing activities
Proceeds from issue of share capital
Cost of issue
Interest paid
Principal paid on finance leases
Interest received
Net cash generated from financing activities
(Decrease)/Increase in cash and cash equivalents in the year
Cash and cash equivalents at beginning of year
Cash and cash equivalents at the end of the year
The notes on 119 - 137 form part of these financial statements.
(570)
-
(19,033)
(19,603)
5,750,020
(331,682)
(1,179)
(16,368)
2,525
5,403,316
(801,426)
3,148,540
2,347,114
(370)
6,683
(14,272)
(7,959)
5,767,531
(257,916)
(967)
(7,725)
8,060
5,508,983
1,041,983
2,106,557
3,148,540
117
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Company statement of cash flows
for the year ended 31 December 2020
Year ended
31 December 2020
£
Year ended
31 December 2019
£
(1,154,593)
(1,186,419)
19,621
548,191
(2,525)
1,134
(588,172)
48,018
168,602
216,620
5,337
476,305
(8,060)
967
(711,870)
36,524
(52,187)
(15,663)
(5,785,700)
(5,785,700)
(3,828,244)
(3,828,244)
5,750,020
(331,682)
(1,134)
(16,368)
2,525
5,403,361
(753,891)
3,040,326
2,286,435
5,767,531
(257,916)
(967)
(7,725)
8,060
5,508,983
953,206
2,087,120
3,040,326
Cash flows from operating activities
(Loss) before taxation
Adjustments for:
Amortisation – Right of use asset
Share based payments
Interest received
Interest paid
Changes in working capital
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other payables
Net cash generated from/(used in) operations
Cash flow from investing activities
Change in intercompany
Net cash flow used in investing activities
Cash flow from financing activities
Issue of ordinary shares for cash
Costs directly related to issue of shares
Interest paid on lease liabilities
Principal paid on finance leases
Interest received
Net cash generated from financing activities
(Decrease)/Increase in cash and cash equivalents in the year
Cash and cash equivalents at beginning of year
Cash and cash equivalents at the end of the year
The notes on 119 - 137 form part of these financial statements.
118
Bidstack Group PLCAnnual Report and Accounts 2020 Notes to the financial statements
1 - General information
Going concern
Bidstack Group Plc (the “Company”) is a public limited
company and is incorporated and domiciled in the UK. The
address of the registered office is 201 Temple Chambers, 3-7
Temple Avenue, London, EC4Y 0DT. The registered number
of the company is 04466195.
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, Minimised Media
‘Pubguard’ and Bidstack SIA, made up to 31 December 2020.
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.
Although the consolidated financial information has been
issued in the name of Bidstack Group Plc, the legal parent,
it represents in substance continuation of the financial
information of the legal subsidiary, Bidstack Ltd.
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. The Board’s forecasts for the Group include due
consideration of future capital in-flows, continued operating
losses, projected increase in revenues and 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. This assessment has been arrived at
after 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. Specific attention needs
to drawn to the comments made under principal risks and
uncertainties in respect of the impact the Coronavirus
pandemic on Going Concern and the approaches being
taken by the Group to manage and mitigate such additional
operational and financial risk the environment presents.
Therefore, the Directors consider the going concern basis
appropriate.
The Directors have stress tested the Group’s cash
projections, which involves preserving cash flows and
adopting a policy of minimal cash spending for a period of at
least 12 months from the date of approval of these financial
statements. The Directors believe the measures they have
put in place and will result in sufficient working capital and
cash flows to continue in operational existence.
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 on page 92.
The financial statements at 31 December 2020 show that
the Group generated an operating loss for the year of £6.4
million (2019: £5.2 million) after accounting for the costs
directly related to the issue of shares of £0.033 million (2019:
£0.025million); with cash used in operating activities of £6.2
million (2019: £4.5 million). Group balance sheet also showed
cash reserves at 31 December 2020 of £2.3 million (2019: £3.1
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
119
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
2 - Summary of significant accounting policies (continued)
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. Specific attention needs
to drawn to the comments made on pages 95 to 97 under
principal risks in respect of the impact the COVID-19
pandemic on Going Concern and the approaches being
taken by the Group to manage and mitigate the additional
operational and financial challenges the environment
presents.
New and amended standard, and interpretations issued and
effective for the financial year beginning 1 January 2020.
The adoption of the following mentioned amendments,
which were all effective for the period beginning 1 January
2020, have not had a material impact on the Group’s and
Company’s financial statements:
•
•
IAS 1 Presentation of Financial Statements and IAS 8
Accounting Policies, Changes in Accounting Estimates
and Errors (Amendment – Definition of Material)
IFRS 3 Business Combinations (Amendment – Definition
of Business)
• Revised Conceptual Framework for Financial Reporting
•
Interest Rate Benchmark Reform (IBOR) reform Phase 1
(Amendments to IFRS 9, IAS 39 and IFRS 7)
New standards, interpretations and amendments not yet
effective
At the date of approval of these financial statements, the
following standards and interpretations which have not been
applied in these financial statements were in issue, but not
yet effective (and in some cases had not been adopted by
the EU):
• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16:
Interest Rate Benchmark Reform – Phase 2 – effective 1
January 2021*
• Amendments to IAS 1 Presentation of Financial
Statements: Classification of Liabilities as Current or
Non-current and Amendments to IAS 1: Classification of
Liabilities as Current or Non-current – Deferral of Effective
Date – effective 1 January 2023*
*subject to EU endorsement
Bidstack Group Plc is currently assessing the impact of these
new accounting standards and amendments.
Revenue Recognition
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:
• Sale of advertising space: the value of goods and services
is recognised across the period of use.
• Sale of reseller rights: the value of goods and services is
recognised upon agreement.
• Sale of development programmes and content creation:
the value of goods and services supplied is recognised on
delivery of content when accepted by customers.
• Sponsorship income: the value of goods and services is
recognised over the time period to which it relates.
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.
• Amendment to IFRS 3 Business Combinations –
Taxation
Reference to the Conceptual Framework – effective 1
January 2022*
• Amendments to IAS 37: Provisions, Contingent Liabilities
and Contingent Assets – effective 1 January 2022*
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.
• Annual Improvements to IFRS Standards 2018-2020
Cycle – effective 1 January 2022*
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
120
Bidstack Group PLCAnnual Report and Accounts 2020 Notes to the financial statements (continued)
2 - Summary of significant accounting policies (continued)
deferred tax liabilities or other future taxable profits.
also includes:
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.
• 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.
Impairment of fixed asset investments
Goodwill
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
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
121
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Notes to the financial statements (continued)
2 - Summary of significant accounting policies (continued)
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
122
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.
3 - Critical accounting estimates and judgements
The Group makes certain estimates and assumptions
regarding the future. Estimates and judgements are
continually evaluated on historical experience and other
factors, including expectations of future events that are
believed to be reasonable. In the future, actual experience
may differ from these estimates and assumptions. The
estimates and assumptions that have a significant risk
of causing a material adjustment to the carrying amount
of assets and liabilities within the next financial year are
discussed below.
Share-based payments
In order to calculate the charge for share-based
compensation as required by IFRS 2, the Group makes
estimates principally relating to the assumptions used in its
option-pricing model as set out in note 20.
Bidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
3 - Critical accounting estimates and judgements (continued)
Impairment review
Impairment testing is carried out for all non-current assets at the year-end date or where there is an
indication that impairment exists. For the purposes of impairment testing, the carrying amounts of the
non-current assets are reviewed and an impairment loss is recognised where the carrying amounts
exceed the assets recoverable amount.
Expected credit losses (ECLs)
Expected credit losses are shown in note 17. ECLs are determined based on historical data available to
management in addition to forward looking information utilising management knowledge. Adequate
information exists to support the recoverability of the net receivables balance.
4 - Segmental information
During the year ended 31 December 2020 and the year ended 31 December 2019, the Group operated
one business segment, that of the provision of native in-game advertising. This is used by the chief
operating decision makers to perform their role, therefore, no further segmental information is provided.
5 - Loss for the year
The loss for the year has been arrived at after charging:
Depreciation of property, plant & equipment
Amortisation of Right of use assets
Amortisation of intangible assets
Equity settled share-based payments
Premises costs payments
Auditors’ remuneration (note 6)
6 - Auditors’ remuneration
Fees payable to the Group’s auditors in respect of:
Audit of the financial statements of the Company
Audit of the financial statements of the Company’s subsidiary
Other services in relation to the audit
Other services in relation to taxation
31 December
2020
£
31 December
2019
£
13,023
19,621
31,574
548,191
326,386
42,700
8,330
5,337
18,859
476,305
195,491
36,750
31 December
2020
£
31 December
2019
£
17,000
21,000
4,700
0
42,700
15,000
12,000
8,000
1,750
36,750
123
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
7 - Employees and directors
Staff costs, including directors, comprise:
Wages and salaries
Redundancy costs
Social security costs
Share-based payment expense
Directors’ remuneration is as follows:
Salaries and fees
Bonus
Pension
Share-based payment expense
Average number of directors
Average number of employees
Key management compensation
31 December
2020
£
31 December
2019
£
2,792,060
1,480,614
-
306,064
425,002
19,506
169,593
303,885
3,523,126
1,973,598
31 December
2020
£
31 December
2019
£
520,000
476,943
-
3,284
116,745
640,029
2020
6
49
-
1,554
258,760
737,257
2019
6
20
The directors consider that the key management comprises the directors of the Group and the heads of
sales, their emoluments are set out below:
31 December
2020
£
31 December
2019
£
729,322
18,028
161,687
909,037
597,854
16,364
287,252
901,470
Salaries and fees
Pension
Share-based payments
Total
124
Bidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
7 - Employees and directors (continued)
Highest paid director
Salaries and fees
Post-retirement benefit
Share-based payments
Total
8 - Finance income and finance costs
Other interest receivable and similar income
Total finance income
Other interest payable
Total finance costs
31 December
2020
£
31 December
2019
£
150,000
1,971
-
151,971
135,000
1,188
178,905
315,093
31 December
2020
£
31 December
2019
£
2,525
2,525
8,060
8,060
31 December
2020
£
31 December
2019
£
1,179
1,179
967
967
125
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
9 - Taxation
Reconciliation of effective tax rate
Tax assessed for the year is lower than (2019: lower than) the standard rate corporation tax of 19% (2019:
19%). The differences are explained below:
31 December
2020
£
31 December
2019
£
Loss before tax
(6,992,208)
(5,357,421)
Tax using the UK corporation tax rate of 19% (2019: 19%)
(1,328,520)
(1,017,910)
Surrender of tax losses for Research and Development tax
credit refund
Research and development tax credit
Expenses not deductible for tax purposes other than goodwill
amortisation and impairment
Adjustment for prior period
Deferred tax not recognised
Total tax charge
-
-
22,045
(52,611)
110,994
145,615
(597,034)
1,390,248
(77,106)
831,826
(597,035)
(148,141)
The Group has tax losses of approximately £14,612,816 (2019: loss of £9,490,506) to carry forward against
future taxable profits.
No deferred tax asset has been recognised in relation to the trading losses available for offset against
future taxable profits. The Group has not recognised deferred tax asset due to there being insufficient
evidence of short-term recoverability.
Contingent asset: There is a contingent asset in relation to the research and development tax credit claim
for the year ending 31 December 2020 however the claim has not been finalised yet so this asset cannot
be quantified at this point.
10 - Loss per share
The loss per share is based upon the loss of £6,395,177 (2019: loss of £5,209,280) and the weighted
average number of ordinary shares in issue for the year of 387,633,342 (2019: 230,957,900).
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.
126
Bidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
11 - Intangible assets - Group
Website costs
£
Trademarks
£
Software
£
Brand
£
Goodwill
£
Total
£
48,618
-
48,618
5,192
9,723
14,915
48,618
-
48,618
14,915
9,659
24,574
520
370
890
104
89
193
890
570
1,460
193
204
397
-
88,205
88,205
-
6,785
6,785
-
29,402
29,402
-
2,262
2,262
-
168,000
168,000
-
-
-
49,138
285,977
335,115
5,296
18,859
24,155
88,205
29,402
168,000
335,115
-
-
-
570
88,205
29,402
168,000
335,685
6,785
16,284
23,069
2,262
5,428
7,690
-
-
-
24,155
31,575
55,730
Cost
At 1 January 2019
Additions
At 31 December 2019
Amortisation
At 1 January 2019
Charge
At 31 December 2019
Cost
At 1 January 2020
Additions
At 31 December 2020
Amortisation
At 1 January 2020
Charge
At 31 December 202
Net Book Value
At 31 December 2020
24,044
1,063
65,136
21,712
168,000
279,955
At 31 December 2019
33,703
697
81,420
27,140
168,000
310,960
127
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Notes to the financial statements (continued)
12 - Property, plant and equipment - Group
Office
Equipment
£
Computer
Equipment
£
Cost
At 1 January 2019
Additions
Business combinations
At 31 December 2019
Depreciation
At 1 January 2019
Charge
At 31 December 2019
Cost
At 1 January 2020
Additions
At 31 December 2020
Depreciation
At 1 January 2020
Charge
At 31 December 2020
Net book value
4,819
2,906
682
8,407
161
1,056
1,217
8,407
2,478
10,885
1,217
2,984
4,201
17,609
11,367
-
28,976
6,515
7,274
13,789
28,976
16,555
45,531
13,789
10,038
23,827
Total
£
22,428
14,273
682
37,383
6,676
8,330
15,006
37,383
19,003
56,416
15,006
13,022
28,028
At 31 December 2020
6,684
21,704
28,388
At 31 December 2019
7,190
15,187
22,377
128
Bidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
13 - Lease liability
Nature of leasing activities
Bidstack Group Plc leases several computer equipment assets for its office space. Lease terms are
negotiated on an individual basis and contains separate terms and conditions. The Group currently
utilised flexible office space for premises.
Number of active leases
Lease liability at year end
Non-current
Lease liability
Current
Lease liability
Total lease liability
Analysis of lease liability
At 1 January 2020
Additions
Interest expense
Lease payments
At 31 December 2020
Analysis of gross value of lease liabilities
Maturity of the lease liabilities is analysed as follows:
Within 1 year
Later than 1 year and less than 5 years
After 5 years
At 31 December 2020
31 December 2020
No.
1
31 December 2020
£
-
-
8,443
8,443
8,443
Lease Liability
£
24,322
-
1,134
(17,013)
8,443
Lease Liability
£
8,433
-
-
8,443
129
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Notes to the financial statements (continued)
14 - Right of use assets
Cost
At 1 January 2020
Additions
At 31 December 2020
Amortisation
At 1 January 2020
Charge
At 31 December 2020
Net book value
At 31 December 2020
15 - Investments - Company
Cost
At 1 January 2020
Additions
At 31 December 2020
Impairment
At 1 January 2020
Charge
At 31 December 2020
Net book value
At 31 December 2020
130
Computer
Equipment
£
32,047
488
32,535
5,337
19,621
24,958
7,577
Investments
in subsidiaries
£
7,477,841
-
7,477,841
-
-
-
7,477,841
Bidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
15 - Investments - Company (continued)
Principal subsidiary undertakings of the Company
On 05 October 2020, the Group incorporated a company, Bidstack SIA, in Latvia. On the date of incorporation, the entire issue
of 2,800 shares was allotted and issued to Bidstack Limited for £2,614 (€2,800)
The subsidiary undertaking of the Company is presented below:
Subsidiary
Country of incorporation
Proportion of ordinary shares directly held
Bidstack Limited
England and Wales
Minimised Media Limited
England and Wales
Bidstack SIA
Latvia
100%
100%
100%
The principal activity of the Bidstack Limited is the provision of native in-game advertising. The principal activity of Minimised
Media Limited is to provide content security and assurance to cross platform advertisers.
16 - Trade and other receivables
Trade receivables
Prepayments and accrued income
Other receivables
Corporation tax
Group
31 December
2020
£
1,200,922
370,479
273,357
546,542
31 December
2019
£
131,525
48,916
204,625
148,141
Company
31 December
2020
£
-
33,337
31 December
2019
£
-
17,229
10,342,719
4,621,144
-
-
2,391,300
533,207
10,376,056
4,638,373
As at the date of approving these financial statements, £893,343 in relation to the year end trade debtors balance was received
by the group.
Analysis of trade receivables
Days
<30
£
31-60
61 -90
> 90
Total Gross
ECL
Total Net
£
£
£
£
2020
2019
855,855
276,779
9,010
59,278
1,200,922
39,556
81,901
199
9,869
131,525
£
-
-
£
1,200,922
131,525
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 Group measures ECL based on historical data available to management in addition
to current and forward-looking information utilising managements knowledge of their customers. The Directors consider that
131
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
16 - Trade and other receivables (continued)
the carrying amount of trade and other receivables is approximately equal to their fair value.
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 ECL balance has been determined based on historical data available to
management in addition to forward looking information utilising management knowledge. Based on the analyses performed,
management expect that all balances will be recovered, thus there is no material impact on the transition to ECL.
Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are
generally due for settlement within 30 days and therefore are all classified as current. All trade and other receivables are non-
interest bearing. The carrying amount of trade and other receivables approximates fair value.
A contingent asset in respect of probable Corporation Tax receivable relating to 2020 has been disclosed as an inflow of
economic benefit is probable. As at the date of signing the financial statements, the amount has not been calculated or agreed.
17 - Cash and cash equivalents
Group
31 December
2020
£
31 December
2019
£
Company
31 December
2020
£
31 December
2019
£
Cash and cash equivalents
2,347,114
3,148,540
2,286,435
3,040,326
18 - Trade and other payables
Trade payables
Taxation and social security
Other payables
Accruals
19 - Share capital and reserves
Allotted, called up and fully paid
At 1 January 2020
Exercised warrants
Issue of placing shares
Group
31 December
2020
£
494,671
153,353
46,086
1,169,629
1,863,739
31 December
2019
£
Company
31 December
2020
£
31 December
2019
£
163,696
73,278
7,858
161,840
406,672
92,896
4,200
-
146,480
243,576
Ordinary 0.5p
shares
No.
5,550
8,098
-
61,326
74,974
Share
Capital
£
244,873,646
5,516,759
1,000,411
142,500,000
5,002
712,500
As at 31 December 2020
388,374,057
6,234,261
132
Bidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
19 - Share capital and reserves (continued)
All ordinary shares are equally eligible to receive dividends and the repayment of capital and represent equal votes at meetings
of shareholders.
The following describes the nature and purpose of each reserve within owner’s equity:
Share capital: Amount subscribed for shares at nominal value.
Share premium: Amount subscribed for share capital in excess of nominal value, less costs of share issue.
Share-based payment reserve: The share-based payment reserve comprises the cumulative expense representing the extent
to which the vesting period of share options has passed and management’s best estimate of the achievement or otherwise of
non-market conditions and the number of equity instruments that will ultimately vest.
Merger relief reserve: Effect on equity of the consideration shares issued over their nominal value.
Reverse acquisition reserve: Effect on equity of the reverse acquisition of Bidstack Limited.
Warrant reserve: The warrant reserve comprises the cumulative expense representing the extent to which the vesting period
of warrants has passed and management’s best estimate of the achievement or otherwise of non-market conditions and the
number of equity instruments that will ultimately vest.
Retained losses: Cumulative realised profits less cumulative realised losses and distributions made, attributable to the equity
shareholders of the Company.
20 - Share options and warrants
Options
The Company operates two equity-settled share-based remuneration schemes for employees, one being the Enterprise
Management Inventive (“EMI”) Scheme and the other is an unapproved scheme for executive directors and certain senior
management.
A condition attached to both schemes is for the option holder to remain in employment until exercised otherwise the options
become forfeited.
2020
2019
Weighted Average
Exercise Price
£
Number
Outstanding at the beginning of the year
38,549,503
Granted during the year
7,833,339
Forfeited/waived during the year
Exercised during the year
Total outstanding
Total exercisable
-
-
46,382,842
33,049,500
0.18
0.11
-
-
0.11
0.13
Weighted Average
Exercise Price
£
0.122
0.09
-
0.06
0.09
0.13
Number
30,132,837
8,750,000
-
(333,334)
38,549,503
27,299,500
On 30 October 2019, the Company granted 2,166,667 options under the unapproved scheme. The options are exercisable
at 19p per share, vest on the 3rd anniversary from their grant date, subject to remaining an employee and expire on the 10th
anniversary of the grant date.
On 04 June 2020, the Company granted 5,666,672 options under the unapproved scheme. The options are exercisable at
6p per share, vest on the 3rd anniversary from their grant date, subject to remaining an employee and expire on the 10th
anniversary of the grant date.
133
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
20 - Share options and warrants (continued)
The Black-Scholes model was used for calculating the cost of options. The model inputs for each of the options issued were:
Grant date
29 Oct 19
04 Jun 20
04 Jun 20
04 Jun 20
Share price at grant date
0.2050
0.0563
0.0563
0.0563
Exercise prices
0.19
0.1075
0.25
0.60
Expected volatility
94.59%
129.53%
129.53%
129.53%
Contractual life
10 years
10 years
10 years
10 years
The weighted average contractual life of the options is 4 years and 279 days (2019: 4 years and 188 days)
Warrants
2020
2019
Weighted Average
Exercise Price
£
Number
Outstanding at the beginning of the year
3,887,912
Issued during the year
Forfeited during the year
Exercised during the year
-
(1,637,500)
(1,000,411)
Total outstanding and exercisable
1,250,001
10p
-
5p
6p
Weighted Average
Exercise Price
£
13.7p
-
Number
8,751,028
-
-
(4,863,116)
15.37p
3,887,912
9.71p
The Company granted no warrants during the year ended 31 December 2020.
The charge for the year for warrants and options amounted to £548,192 (2019: £540,488), charged to the statement of
comprehensive income.
21 - Premises costs commitments
Group
31 December
2020
£
31 December
2019
£
Company
31 December
2020
£
31 December
2019
£
Within one year
352,800
352,800
87,540
87,540
-
-
-
-
134
Bidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
22 - Financial instruments
In common with other businesses, the Company is exposed to risks that arise from its use of financial
instruments. This note describes the Company’s objectives policies and processes for managing those
risks and the methods used to measure them. Further quantitative information in respect of these risks is
presented throughout these financial statements.
The significant accounting policies regarding financial instruments are disclosed in note 2.
Financial assets
Financial assets measured at amortised cost comprise trade receivables, other receivables and cash, as
follows:
Trade receivables
Other receivables
Cash and cash equivalents
Total financial assets
Financial liabilities
31 December
2020
£
31 December
2019
£
1,200,922
97,626
131,525
116,256
2,347,113
3,148,540
3,645,661
3,396,321
Financial liabilities measured at amortised cost comprise trade payables, other payables and accruals, as
follows:
Trade payables
Other payables
Accruals
Total financial liabilities
31 December
2020
£
31 December
2019
£
494,671
7,918
163,696
6,873
1,164,629
161,840
1, 667,218
332,409
There is no significant difference between the fair value and the carrying value of financial instruments.
Risk management
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group’s risk management objectives and
policies and, while retaining ultimate responsibility for them, it has delegated the authority for designing
and operating processes that ensure the effective implementation of the objectives and policies to the
Group’s finance function. The Board receives regular reports through which it reviews the effectiveness
of the processes put in place and the appropriateness of the objectives and policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without
unduly affecting the Group’s competitiveness and flexibility. The Group’s operations expose it to some
financial risks arising from its use of financial instruments, the most significant ones being capital risk,
credit risk and liquidity risk.
135
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
22 - Financial instruments (continued)
Further details regarding these policies are set out below:
Capital risk management
The capital structure of the business consists of cash and
cash equivalents, debt and equity. Equity comprises share
capital, share premium and retained losses and is equal to
the amount shown as ‘Equity’ in the balance sheet. Debt
comprises various items which are set out in further detail
above and in note 19.
The Group’s current objectives when maintaining capital are
to:
• Safeguard the Group’s ability to operate as a going
concern so that it can continue to pursue its growth plans.
• Provide a reasonable expectation of future returns to
shareholders.
recognises the risk of insufficient cash and capital to carry on
its activities and safeguard the Group’s ability to continue as
a going concern.
The Board receives cash flow projections on a regular basis,
which are monitored regularly. The Board will not commit to
material expenditure in respect of its ongoing development
programme prior to being satisfied that sufficient funding is
available to the Group to finance the planned programmes.
Regular reviews will ensure that further steps will be taken if
necessary.
The COVID-19 pandemic resulted in a significant fall in
the value of global stock markets during March 2020. The
pandemic has created a unique environment, which adds
additional challenges for any companies seeking future
funding from the capital markets.
• Maintain adequate financial flexibility to preserve its ability
to meet financial obligations, both current and long term.
23 - Related parties
The Group sets the amount of capital it requires in proportion
to risk. The Group manages its capital structure and adjusts
it in the light of changes in economic conditions and the risk
characteristics of underlying assets.
Credit risk and impairment
Credit risk refers to the risk that counterparty will default on
its contractual obligations resulting in financial loss to the
Group. In order to minimise the risk, the endeavours only to
deal with companies which are demonstrably creditworthy
and this, together with the aggregate financial exposure, is
continuously monitored. The maximum exposure to credit
risk is the carrying value of its, trade and other receivables
and cash and cash equivalents as disclosed in the notes.
The Board recognises that having a focus of revenue within
one or few clients represents a concentration of risk and
is incentivised to diversify the Group’s customer base to
mitigate this.. The Group seeks to obtain credit insurance,
or obtain advance payment on trade receivables, where
appropriate. The receivables’ age analysis is also evaluated
on a regular basis for potential doubtful debts, considering
historic, current and forward-looking information.
The Company has made unsecured interest free loans
to Bidstack Limited which stood at £10,030,230 at 31
December 2020 (2019: £4,405,090). Although it is repayable
on demand, it is unlikely to be repaid until the subsidiary is
sufficiently cash generating.
Liquidity risk
The Group’s policy is to ensure that it will always have
sufficient cash to allow it to meet its liabilities when they
become due. However, the Group continues to absorb
cash in its operations for the time being and management
Transactions with subsidiaries
During the year, cash advances of £5,897,736 (2019:
£3,510,001) were made to Bidstack Ltd and incurred net
costs of £376,746 that were paid on behalf by the Company
(2019: £176,314). The advances are held on an interest free
inter-group loan which has no terms for repayment. At the
year end the inter-Group loan amounted to £10,030,230
(2019: £4,405,090).
During the year, cash advances of £17,900 (2019: £66,000)
and repayments of £73,677 (2019: £nil) were made to
Minimised Media Ltd. Net costs were incurred of £54,496
that were paid on behalf by the Company (2019: £75,928).
The advances are held on an interest free inter-group loan
which has no terms for repayment. At the year end the inter-
Group loan amounted to £140,648 (2019: £141,928).
During the year, net costs were incurred of £160,841 by
Bidstack SIA that were paid on behalf of the Company (2019:
£Nil). The advances are held on an interest free inter-group
loan which has no terms for repayment. At the year end the
inter-Group loan amounts to £161,841 (2019: £Nil).
Transactions with other related parties
During the year the Group paid £32,430 to Kepstorn
Solicitors, of which Donald Stewart is a director and
shareholder (2019: £85,399). The invoices were for legal work
during the year. All transactions have been conducted at
arm’s length. At the year end, the balance due to Kepstorn
Solicitors was £Nil (2019: £23,941).
During the year the Company paid £Nil to CP Limited, of
which John McIntosh is a director and shareholder (2019:
£25,000). The invoices were for consulting work during the
year. All transactions have been conducted at arm’s length.
136
Bidstack Group PLCAnnual Report and Accounts 2020
Notes to the financial statements (continued)
23 - Related parties (continued)
At the year end, the balance due to CP Limited was £Nil
(2019: £Nil).
Lindsay Mair, a former Director who served during the
previous year until his resignation, received £Nil (2019: £250)
from the Company for reimbursement of expenses for the
year. As at 31 December 2020, £Nil (2019: £Nil) was owing to
Mr Mair.
John McIntosh, Finance Director invoiced £1,902 (2019:
£10,076) to the Company for reimbursement of expenses for
the year. As at 31 December 2020, £Nil (2019: £2,278) was
owing to Mr McIntosh.
Donald Stewart, Chairman, received £Nil (2019: £987) from
the Company for reimbursement of expenses for his 2020
expenses. As at 31 December 2020, £Nil (2019: £Nil) was
owing to Mr Stewart.
Francesco Petruzzelli, Director, claimed £14,457 (2019:
£120,788) from the Company for reimbursement of expenses
for the year. As at 31 December 2020, £655 (2019: £20,537
owed to) was due from Mr Petruzzelli to the company.
James Draper, Director and Chief Executive Officer, claimed
£1,610 from the Company for reimbursement of expenses for
the year (2019: £1,837). As at 31 December 2020, £Nil (2019:
£Nil) was owing to Mr Draper.
137
Annual Report and AccountsBidstack Group PLCAnnual Report and Accounts 2020 Appendix
Glossary
AAA (Triple-A) Games
An informal classification of games produced and distributed by a mid-sized or major
publisher.
Ad Approval
Process of vetting and approving an ad creative prior to it being served.
Ad Inventory
Available advertisement inventory generated and made available to be sold.
Ad Measurement
This is a broad term in advertising encompassing metrics, analytics and outcomes that are
measurable for the media buyer.
Ad Server
A platform that allows an advert to be served onto an ad unit.
Ad Unit
A container placed alongside online content that allows advertisement creatives to be
displayed.
Agency Holding Groups
Typically, this includes the big 6 media agency holding groups which are: WPP, Omnicom,
Publicis, Denstu, IPG (Interpublic Group) and Havas.
139
Bidstack Group PLCAnnual Report and Accounts 2020 Appendix Glossary Continued
Artificial Intelligence (AI)
AI is intelligence demonstrated by machines.
Banner
An online advertisement ad unit which has specific dimensions.
Brand Awareness
Measures the extent which customers are able to recall or recognise a brand under two
different conditions; exposed and non-exposed groups.
Brand Perception
Measures the consumers perceived quality of the brand.
Brand Recall
Refers to the ability of the consumer to correctly generate a brand from memory when
prompted by a product category.
Brand Recognition
Refers to the ability of the consumer to confirm they have seen or heard of a given brand.
Brand Uplift Studies
Brand uplift studies measure how well a brand has been perceived by an audience.
Metrics and analytics include brand awareness, brand recall, brand recognition, brand
perception and purchase intent.
Campaign Activation
A process of putting an advertisement campaign together to be launched and activated
on content.
140
Bidstack Group PLCAnnual Report and Accounts 2020 Comscore
An American media measurement and analytics company providing marketing data and
analytics to enterprises; media and advertising agencies.
CPG
Consumer Packaged Goods; sometimes referred as FMCG, Fast Moving Consumer Goods.
Deal ID
The identification of a private programmatic campaign deal shared between the
respective buyers and seller.
Demand or Buy Side
Any media buyer looking to purchase advertisement inventory. This would include
advertisers, brands, media agencies, resellers, DSPs or publishers.
Dentsu DGame
A specialist gaming division within the agency holding group, Dentsu.
Display ads
An online form of advertising typically displaying static or animated advertisement creatives.
Esports
Competitive gaming which is typically played by professional gamers on multiplayer video
games for spectators.
F2P games
Also known as free-to-play games, are games that are free to download and play with
revenue generated from microtransactions, loot boxes and/ or advertisements.
141
Bidstack Group PLCAnnual Report and Accounts 2020 Appendix Glossary Continued
Game Engine
A software development environment designed for game developers to build games.
IAB
The Internet Advertising Bureau is an advertising business organisation the develops
industry standards, conducts research and provides legal support for the online
advertising industry.
IAB Gold Standard
Certification offered by the IAB when a media organisation has evidenced measures to
reduce ad fraud, uphold brand safety, improve user experience and comply with GDPR
and ePrivacy laws.
In-Housing
Bring tasks and responsibilities back in-house away from outsourced or 3rd parties.
In-Stream
Advertisements occurring during live video streams of an activity such as a live stream of
an esport tournament.
Interstitials
Interstitial ads are full-screen ads that cover the interface of their host app.
Long tail
Refers to small publishers that cover niche content with generally low traffic levels.
Loot Boxes
A form of monetisation, players buy boxes directly to redeem virtual items or currency.
142
Bidstack Group PLCAnnual Report and Accounts 2020 Lumen
Lumen is an independent company that measure audience attention through eye tracking
technology. https://www.lumen-research.com/
Machine Learning
An application of AI that provides systems the ability to automatically learn and improve
from experience without being explicitly programmed.
Malvertising
Also known as malicious ads, is the use of online advertisements to spread malware
and compromise systems. Generally this occurs through the injection of unwanted or
malicious code into ads.
Metadata
A set of data that describes and gives information about other data. In other words it is
“data about data”.
Microtransactions
A business model where users can purchase virtual items for small amounts of money.
Microtransactions often appear in free-to-play games.
Nielsen
An information, data and market measurement firm.
O&O
Owned and operated, in media this usually refers to published content along with the
monetisable opportunities around it.
143
Bidstack Group PLCAnnual Report and Accounts 2020 Appendix Glossary Continued
Open Exchange
An open digital advertising marketplace which aggregates inventory from multiple
partners allowing buyers to bid manually or programmatically to purchase ad impressions.
Moat by Oracle
A measurement and marketing analytics suite designed to help advertisers, publishers
and platforms measure media performance.
Purchase Intent
Is defined as a measure of the strength of a consumers intention to perform a specific
behaviour or make the decision to buy a product or service.
Rewarded Video
An ad unit that offers users a clear value exchange where users opt-in to watch a video
advert and receive in-app rewards in return.
SDK
Software development kit, is a collection of software development tools in one installable
package.
Self-service
Where a platform offers the client the necessary tools and features to manage their own
usage of a service.
Self-Sign-Up
A setup allowing a consumer to sign up and use a service without interaction with the
service provider.
144
Bidstack Group PLCAnnual Report and Accounts 2020 Supply or Sell Side
Any partner looking to sell advertisement inventory. This would include game developers,
game publishers, streaming platforms or game engines.
Supply Side Platform or Sell Side Platform
Commonly referred to as an SSP, is a platform enabling online publishers to manage their
own advertising inventory, populate it with ads and receive revenue.
Third Party Verification
A process of getting an independent party to review and confirm a customer’s information
and intentions to ensure accuracy.
Tracking Pixels
A small snippet of code that allows you to track and gather information on online activities
from whether a creative has been displayed to how they browse.
UI
User interface, a means in which a person controls a software application
or hardware device.
Viewability
A measure of whether a given advert was actually seen by a human being, as opposed to
being out of view or served as the result of automated activity.
VR
Virtual reality, a simulated experience that can be similar to or completely different from
the real world.
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Bidstack Group PLCAnnual Report and Accounts 2020 Contact
Let’s continue
the conversation
We’re always excited to start new
conversations with anyone interested in
the world of in-game advertising, we look
forward to hearing from you.
investors@bidstack.com
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Bidstack Group PLCAnnual Report and Accounts 2020 4
© Bidstack Group PLC 2020
Bidstack Group PLCAnnual Report and Accounts 2020