This announcement contains inside information as stipulated
under the UK Market Abuse Regulations ("MAR").
Audioboom Group
plc
("Audioboom", the "Group" or the "Company")
Final audited results for the
year ended 31 December 2023
Audioboom (AIM: BOOM), the leading
global podcast company, is pleased to announce its final audited
results for the year ended 31 December 2023.
Financial and operating highlights
· 2023
revenue of US$65 million (2022: US$74.9 million)
· Annual
adjusted EBITDA(1) loss of US$0.4 million (2022: US$3.6
million adjusted EBITDA profit)
· Average 2023 global monthly downloads of 121.9 million, up 4%
on 2022 (117.1 million)
· Average 2023 monthly brand advertiser count of 7,727 up 47% on
2022 (5,257)
· 2023
eCPM (revenue per 1,000 downloads) of US$45 (2022:
US$52.88)
· Group
cash at year end of US$3.7 million (31 December 2022: US$8.1
million), with a further US$1.8 million available via an undrawn
overdraft
· The
Company anticipates record revenue in 2024 and a return to adjusted
EBITDA profitability
· Q1
2024 trading update (announced today) details further revenue
growth, adjusted EBITDA profitability and record Q1 eCPM and brand
count
Key
commercial developments
·
Continued strong growth of Showcase, our global
advertising marketplace. Revenue from Showcase in 2023 was more
than 35% greater than in 2022 and is now contributing more than 23%
to Group revenue (up from 15% in 2022)
·
Positive development of our newly launched brand
advertising unit, increasing our customer base with new early-stage
commercial partnerships at 8 of the top 15 biggest US advertising
agencies
· Expansion of our creator network through new tier one content
partnerships, including Matt
& Shane's Secret Podcast, The Why Files, The Broski Report,
Heart Starts Pounding, Your Mom & Dad, Girls Next Level, Myths
& Legends, and Out of
the Pods
·
Reduction of more than US$2 million of annual
minimum guarantee obligations beginning 1 January 2024 through the
successful re-structuring of creator partnerships, with further
reductions to our minimum guarantee exposure expected throughout
2024
·
Significant expansion of advertising inventory
made available to customers, with October 2023 achieving the
milestone of one billion available advertising impressions.
Audioboom now creates more than eight advertising slots per episode
download, positioning the Company to capture maximum available
advertiser demand
·
Successful launch of AdVet, a new proprietary tool
for our creators that reduces advertising booking times by more
than 60% and optimises Audioboom's win-rate of brand
budgets
Post
year-end highlights
·
Record audience reach achieved in January 2024,
with more than 38.6 million unique listeners consuming podcasts
through the Audioboom platform
· Record
revenue from Showcase, our global advertising marketplace, in March
2024 reflects the Company's continued progress in building key
advertising technology
· Record
advertising inventory levels, with more than 1.1 billion
impressions being made available to customers in March 2024, a 10%
increase on the previously announced record from October 2023 (1
billion)
·
Audioboom climbed the February 2024 Triton Digital
podcast ranker for audience reach, and is now the fourth biggest
publisher in the US - the world's largest podcast market
·
Audioboom achieved a record level of podcasts in
the January 2024 Triton Digital podcast ranker, with the Company
publishing 14 of the top 100 US shows
·
Successful renewal of contracts with top tier
podcasts in the Audioboom Creator Network, including The Tim Dillon Show, True Crime Obsessed, I
Think Not, Crime Weekly, and Real Ghost Stories. These podcasts
contribute more than 90 million downloads to the network on an
annual basis
·
Further expansion of the Audioboom Creator Network
through the signing of new shows including: Pretty X Unfiltered, Soder, BDA with Katherine Schwarzenegger,
Omnibus, Do We Know Them?, and George Conway Explains It All To Sarah
Longwell. These shows are expected to deliver more than 4
million downloads to the network each month
·
Reduction of a further US$3 million of annual
minimum guarantee obligations through the successful re-structuring
of creator partnerships
·
The expansion of Audioboom's executive team, with
the hiring of Molly Harvey as Vice President of Brand Sales
(formerly of SiriusXM and CBS Radio), and Shaun Wilson as Vice
President of UK Sales (formerly of Spotify and Sony Entertainment).
These roles will focus on the expansion of Audioboom's brand sales
business
·
The Company has currently contracted revenue of
more than US$55.0 million for 2024, through advance advertising
bookings
1Earnings before interest, tax, depreciation, amortisation,
share based payments, non-cash foreign exchange movements, material
one-off items, and onerous contract provisions and losses
incurred
Enquiries
Audioboom Group
plc
|
|
Stuart
Last, Chief Executive Officer
Brad
Clarke, Chief Financial Officer
|
Tel:
+44(0)20 3714 4285
|
|
|
Cavendish Capital Markets Ltd
(Nominated Adviser and Broker)
|
|
Jonny
Franklin-Adams/Abigail Kelly/Rory Sale (Corporate
Finance)
Harriet
Ward (ECM)
|
Tel:
+44(0)20 7220 0500
|
|
|
About
Audioboom
Audioboom is a global leader in
podcasting - our shows are downloaded more than 135 million times
each month by 38 million unique listeners around the world.
Audioboom is ranked as the fourth largest podcast publisher in the
US by Triton Digital.
Audioboom's ad-tech and monetisation
platform underpins a scalable content business that
provides
commercial, distribution, marketing
and production services for a premium network of top tier podcasts.
Key partners include the official Formula 1 podcasts 'F1: Beyond
the Grid' and 'F1 Nation', 'Casefile True Crime' (US), 'True Crime
Obsessed' (US), 'The Tim Dillon Show' (US), 'No Such Thing As A
Fish' (UK) and 'The Cycling Podcast' (UK).
Audioboom operates internationally,
with global partnerships across North America, Europe, Asia and
Australia. The platform distributes content via Apple Podcasts,
YouTube, Spotify, Pandora, Amazon Music, Google Podcasts,
iHeartRadio, Facebook and Twitter as well as a partner's own
websites and mobile apps.
For more information, visit
audioboom.com.
CHAIRMAN'S
STATEMENT
I am pleased to introduce these
annual results which reflect upon the Company's resilience and
on-going operational improvements during a challenging 2023, and
which highlight the return to growth achieved in the final quarter
of the year that has carried on into the start of 2024.
Whilst it is naturally disappointing
to report lower annual revenue and an adjusted EBITDA loss for the
period, the resilience of the business model in a soft advertising
market, constrained by macro economic headwinds, was illustrated by
further growth across certain KPIs and operational areas of focus.
This growth has once again led to increased
market share and reinforced the Company's position as one of the
world's largest independent podcast companies in an industry that
continues its rapid maturity into mainstream media.
The Board is confident that the
business is fully primed for further growth across 2024, with
record annual revenues forecast, together with a return to
sustained EBITDA profitability.
In his CEO Review, Stuart Last
provides further detail around the Company's strategy and focus,
component parts of the business, operational and financial
performance, the start to 2024 and the outlook for the
future.
I would like to take this
opportunity to thank the entire Audioboom team for their continuing
professionalism and commitment, and also to thank our shareholders
and partners for their loyalty and vision in supporting Audioboom
as it continues to grow.
Michael Tobin OBE
Chairman
12 April 2024
CHIEF EXECUTIVE OFFICER'S REVIEW
Introduction
2023 will be defined as a year of
operational improvements and enhancements to the Audioboom business
model which were recognised in Q4 through a return to year-on-year
top-line growth, a return to adjusted EBITDA positivity, and a
return to cash generation. Our full-year financial performance was
down on the prior year, impacted by further deterioration of the
advertising market that first began in mid-2022 and continued
throughout the summer of 2023 with our customers continuing to
reduce their marketing budgets.
Early in the year we identified key
areas of the business where enhancements would increase our
resilience to the weaker market and enable the near-term capture of
maximum revenue despite worsening conditions, as well as structural
improvements that would position us to optimise our monetisation
once headwinds eased in the medium to long-term. Key improvements,
which I examine in more detail later in this report, include the
launch of a new brand advertising revenue unit, a drive to
accelerate ad inventory generation, bolstering of our Showcase
global marketplace, and the restructuring of creator contracts on
more favourable terms.
We continued to progress our mission
to power podcasting for creators in 2023 - launching new
technology, tools and services for our podcast partners. We
consolidated our position as the leading global independent podcast
publisher, as well as the leading global pure-play podcast
publisher.
We are confident the momentum we saw
in the final quarter of 2023 will continue, delivering further
growth and record revenue performance in 2024. The advancements we
made to the business will drive this progress, and I believe there
is further upside potential as the advertising market looks to
makes its initial steps in recovery. Sentiment within the
advertising community has been positive in the early part of the
year - and we are encouraged by the more than US$55m of advertising
revenue booked for the year at this point. I am pleased to provide
a more detailed update on 2024 later in this report.
Strategy
Audioboom powers podcasting. Our
platform connects the world's best podcast content with
advertisers, and then distributes it to audiences globally. We are
an indispensable component in podcasting's 3-sided marketplace of
audience, advertiser and creator. Each is important to the
successful growth of the medium individually - but they require
Audioboom at the centre to connect them all, to ensure they operate
effectively and to extract maximum value for all.
The Audioboom platform is efficient
and scalable. Today it handles more than 8,000 content channels,
8,000+ advertisers, and receives more than 130 million episode
downloads monthly by a unique audience of more than 38
million.
Our growth strategy continues to
focus on the expansion of the Audioboom Creator Network where we
platform the world's leading podcasts. We develop technology and
commercial productions to optimise the value of that
content.
Audioboom has developed three clearly
differentiated advertising products to support this content
growth:
- Premium Advertising, in which leading podcast hosts endorse
products and brands to their engaged audience natively within their
shows. These ads drive actions in the form of attributable product
sales or awareness. This advertising product is highly effective -
the combination of trusted influencers, engaged audiences, and
third-party attribution data - and enables campaigns to be sold at
a premium price point. Our Premium ad product - sold exclusively by
our in-house sales teams in the UK and the US - is a key driver of
revenue for the business, contributing more than 55% to our
top-line in 2023.
- Showcase is our automated tech-driven marketplace which
launched in 2021 and is focused on optimising revenue by monetising
back catalogue content and unfilled premium inventory via Dynamic
Ad Insertion (DAI). Our ad tech consolidates the large supply of
advertising inventory we create and exposes it to a portfolio of
demand channels which include international monetisation partners,
a self-serve campaign booking platform, and a programmatic
ecosystem of more than 40 established demand-side platforms (DSPs)
used by the biggest advertising buyers in the world. 2023 was a
very successful year for Showcase - 7 billion advertising
impressions were made available in the marketplace (up from 4
billion in 2022), it delivered more than 35% revenue growth, and
contributed 23% of the Group's revenue (vs 15% in the prior
year).
- Sonic is our brand platform focused on providing tools and
services directly to podcast advertisers. The platform enables
brands to execute high-value advertising campaigns across the
world's biggest podcasts, and provides partners with market-leading
insights and ROI data. Sonic has been a key pillar of Audioboom for
the past 4 years, and now contributes 22% to Group
revenue.
Operating Review
Key Performance
Indicators
1. Average monthly brand advertiser count
of 7,727 in 2023, up 47% on
2022 (5,257)
Brand advertiser count measures
Audioboom's active customers across our advertising products. Key
drivers of this KPI growth include: expansion of Showcase
marketplace; addition of new content genres to widen brand appeal;
development of relationships with new brands and agencies; overall
market growth and expansion of brands advertising in
podcasts.
2. e-CPM (revenue per 1,000 downloads) in 2023
of US$45 (2022: US$$52.88)
e-CPM is a measure of the value we
extract from every 1,000 downloads on the platform, and how we
optimise the supply of available advertising inventory. Growth
drivers for this KPI include: increasing fill rates; increasing
pricing; increased use of AdRip inventory creation tool;
contracting of back-fill inventory in new and renewal partnership
agreements. e-CPM was negatively impacted during 2023 by continued
deterioration of the advertising market, but corrected course in Q4
where the e-CPM reached US$58.82.
3. Average monthly downloads in 2023 up 4% to
121.9 million (117.1
million in
2022)
Global monthly downloads is an
industry standard metric. It is a measure for the scale of our
platform, and enables accurate comparisons to be drawn with our
competitors. This data point is measured using the Interactive
Advertising Bureau's most recent Podcast Measurement Standard and
is verified by Triton Digital - a leader in audio measurement. In
September 2023, Apple's iOS17 update removed automatic downloading
of back-catalogue content, negatively impacting downloads across
the industry by an average of 32%. This change in consumption data
will provide long-term revenue upside opportunities due to the
increased return-on-investment brands advertising in podcasting
will see through more accurate audience data.
Operational
Improvements
Brand Advertising Unit Launch
Podcasting's growth between 2015 and
2022 was strongly fuelled by direct response or performance
marketing advertisers. These brands are characterised as smaller,
direct-to-consumer businesses, in growth mode who are disrupting
their sectors. Utilising trusted, influential podcast hosts with
loyal, engaged fan-bases to endorse their product enables these
brands to deliver strong ROI (return on investment), with product
sales measured through promotional codes, vanity URLs and
attribution technology. Early in the advertising market downturn it
became clear that these brands were deeply impacted by the macro
environment, with most cutting back their marketing budgets and
many exiting the podcast space completely.
Audioboom identified the need to
expand its customer base beyond these direct response advertisers,
and launched a new sales unit focused on building partnerships with
brand advertisers. Brand advertisers are more established
businesses, often operating globally. Their advertising strategy is
geared towards generating awareness of their brand rather than
being a direct sales channel, and they are more resilient to
economic changes.
Initial traction from the brand
awareness unit can be seen in early-stage partnerships at 8 of the
top 15 digital ad agencies in the US, and I expect continued
customer development through this initiative in 2024.
Audioboom Creator Network
Audioboom successfully expanded its
creator network in 2023, achieving record monthly consumption
(global downloads KPI) and set a new record audience reach of more
than 38 million unique monthly listeners. As a result of this
growth Audioboom recorded its highest positions on both Edison
Research and Triton Digital's podcast publisher rankers during the
year.
The network development environment
remains very competitive with the majority of top tier creator
partnerships being brokered by the Hollywood talent agencies (UTA,
WME, CAA) and requiring guaranteed financial packages to secure
commercial rights to these podcasts. Audioboom has focused on
utilising the value of its core services, including marketing,
distribution, technology and production, to ensure financial
commitments to creators are kept at a minimal level while remaining
competitive.
Across 2023 we formed exclusive new
partnerships with top tier podcasts including Matt & Shane's Secret Podcast, The Why
Files, The Broski Report, Heart Starts Pounding, Your Mom &
Dad, Girls Next Level, Myths & Legends, and Out of the Pods.
Inventory Exploitation
Beginning in early 2023, the Company
began an initiative designed to maximise the value of our content
through heightened extraction of advertising inventory, in order to
combat the weakening ad market. This piece of work involved the
restructuring of contracts with creators, further roll-out of our
proprietary AdRip inventory creation tool, a re-education process
for our 8,000 creators, and the focused development of our ad tech
marketplace. In 2022 we created 5.3 available advertising
impressions from each download - or to put it another way, each
podcast episode averaged 5.3 ad breaks. By December 2023 we had
increased this number to 8 - a significant 51% increase in the
level of inventory our platform creates. In October 2023 we
achieved the milestone of making 1 billion advertising impressions
available for buyers.
Audioboom Studios
In early 2023, we restructured our
production arm, refocusing it as a production-as-a-service unit in
order to align its function with our wider creator-first business.
Previously, Audioboom Studios had focused on developing original
content in the US and the UK. This development and production
process involved upfront investment, marketing costs, and a
significant lag-time before revenue could be realised. Additionally
between 2020 and 2022, as a result of the Covid-19 pandemic, more
than 2 million new podcasts were launched making competition for
listeners more challenging and raising the costs of audience
acquisition.
In its new production-as-a-service
form, Audioboom Studios is able to meaningfully support the work of
our creators. It is often a differentiator in our partnerships with
top tier talent, enabling us to secure new podcasts to the network,
develop more equitable relationships, and operate contracts on more
favourable terms to the Company. In 2023 Audioboom Studios deepened
its flagship production partnership with Formula 1, and will
produce the official F1 podcasts until 2026.
Contract Restructuring
As previously noted, acquiring top
tier podcasts for the network requires a commitment to provide the
creator with a minimum revenue guarantee. During the advertising
market downturn, lower sales resulted in Audioboom needing to
utilise its share of ad revenue to satisfy a small number of
podcaster minimum guarantees. This impacted the Company's gross
margin on those shows. In order to reduce this risk should the
weaker market persist, as well as improve our gross margin, a
number of podcaster contracts were restructured during the year and
we have removed more than US$5 million of minimum guarantee
obligations for 2024.
Additionally, we increased the
Audioboom share of revenue in new podcaster deals signed in 2023.
This has led to an improvement in our total contracted revenue
share across the Company to 24% - up from 20% in 2022.
These key changes have dramatically
improved the operational health of the business, ensuring that we
continue to grow and setting us up to capture maximum value from
our platform. This work has already positively impacted our
performance, returning us to year-on-year revenue growth in Q4,
delivering the strongest revenue quarter since early 2022,
returning us to adjusted EBITDA positivity, and generating positive
cash once again. These initiatives will deliver further
benefits in 2024 where we are focused on a record annual
performance.
Overview of the Market
Podcasting continues on its path of
structural growth despite negative headlines in 2023 that focused
on unsuccessful acquisitions and investments in the space from
large media companies. This structural industry growth is driven by
increases in audience numbers and audience engagement levels.
People love podcasting and that is highlighted in key data
points1;
· The
number of podcast listeners in the US increased by 47% between 2019
and 2023
· Podcast listeners increased the time they spend listening to
podcasts during that time-frame by 50%
· This
results in total consumption of podcasts increasing by 120% over
the past 4 years.
This significant jump in consumption
- and therefore revenue opportunity including sales of advertising
inventory - is set to play out with a quadrupling of podcasting's
Total Addressable Market (TAM) between now and
20302. In 2023, the global podcast industry TAM
was $4 billion. By 2030 this is set to rise to $16 billion,
providing generational opportunity for businesses such as Audioboom
who are primed to capture a share of this value.
Audioboom's position amongst the
world's leading podcast businesses is highlighted by three trusted
measurement services - Triton Digital's Podcast Reports, Podtrac's
Podcast Ranker, and Edison's Top Podcast Networks chart:
· In
Edison Research's list of largest podcast networks, Audioboom ranks
as 5th for 2023, only beaten by Spotify, SiriusXM,
Amazon and iHeartMedia. Edison's list is the only ranker that
measures all podcast companies.
· In
Triton Digital's US ranker Audioboom is currently the fourth
largest publisher in terms of unique audience reach
· Audioboom would rank as the second largest podcast publisher
if the Company opted-in to Podtrac's industry ranker, on both
metrics - US unique audience and global monthly
downloads.
On each measurement service Audioboom
ranks as the highest independent podcast publisher, as well as the
highest ranking pure-play podcast publisher.
2023 saw a very low level of M&A
and investment activity across the industry. There were no notable
acquisitions in the space, with the only noteworthy transaction
involving the public listing of Podcast One in September 2023, now
trading on Nasdaq.
We are confident that the structural
growth of the medium and the sharp increase of the Total
Addressable Market will lead to M&A activity reigniting during
the next 12 months. Audioboom's business model, structure and
performance continues to provide strong optionality on our future
path. Our global scale and ownership of technology and commercial
services will make us an attractive proposition for major media or
technology businesses looking to fast-track a leadership position
in podcasting. Alternatively, our business model sees us set for
continued growth and a strong future as the leading independent
player in the space. As always, the Board will continue to strive
to deliver maximum shareholder value.
1Source: Edison Research Infinite Dial study 2024
2Source: Grand View Research, Podcast Market Size, Share,
Trends & Growth Report 2030
Financial Review
Total revenue for 2023 of US$65
million (2022: US$74.9 million) reflected a softer advertising
market during the year and the loss of the Morbid podcast in May
2022. Faced with these challenges, the Company implemented many
operational improvements and enhancements during the year and in Q4
2023 delivered revenue growth versus both Q3 2023 and Q4 2022, as
well as delivering an adjusted EBITDA profit in Q4 2023. The
impacts of a softer advertising market were seen specifically in
the second and third quarters and it was testament to the Audioboom
team that, despite these challenges, Q4 represented the highest
revenue quarter since Q2 2022 at the start of the advertising
market downturn.
In 2023, the Company recognised an
adjusted EBITDA (earnings before interest, tax, depreciation,
amortisation, share based payments, non-cash foreign exchange
movements and before exceptional items, including the provision
for, and losses on, two onerous contracts) loss of US$0.4 million
(2022: adjusted EBITDA profit of US$3.6 million). Cash reduced
year-on-year to US$3.7 million, however, Q4 saw a return to
quarter-on-quarter cash generation, increasing from US$3.4 million
at the end of Q3.
In 2023, as in the prior year, the
vast majority of Group revenue (97%) was generated in the United
States - which is the largest and most developed market for
podcasting. There was exceptional growth once again in Showcase
revenue, which was up 35% year on year, and Sonic Integrated
Marketing increased its Group revenue contribution to
22%.
Group gross margin, excluding the
impact of onerous contracts (described below), was 17% (2022: 19%).
During the advertising market downturn, lower sales revenue
resulted in the Company needing to utilise its share of advertising
revenue to satisfy a small number of podcaster minimum guarantees
which in turn impacted the gross margin recognised. This, combined
with the increased revenue contribution of Sonic Integrated
Marketing, which recognised a 16% gross margin, led to the lower
gross margin in 2023.
The Company continued to control
overheads very well during the year and we continue to align staff
globally to ensure that every employee contributes to the growth of
the business. Despite inflationary pressures across the business,
the Company was able to report opex (excluding interest, tax,
depreciation, amortisation, share based payments, non-cash foreign
exchange movements and material one-off items) of US$10.4 million,
slightly lower than in 2022 (US$10.6 million). We continue to
monitor the cost base closely and align it to the Company's
operational demands and this will continue into 2024 as we focus on
areas that we believe can drive further revenue growth. The average
headcount for 2023 was 39 and this is not expected to materially
increase during 2024.
The total loss before tax for the
year was US$16.8 million versus the prior year loss of US$0.4
million, mainly due to the US$7.4 million provision for the future
estimated net loss of two onerous contracts and the US$5.1 million
loss incurred on the two contracts in 2023. The ad rates that have
been commanded, and the future ad rates that are likely to be
commanded, are lower than those modelled when these contracts were
signed, due to advertising markets being more challenging for
longer than anticipated. In light of revenue growth being lower
than projected at the previous reporting date, it is now assumed
that it is unavoidable that the contracts will generate a net loss
through to their conclusions in January and July 2025 respectively
and as such have been recognised as onerous.
The Company saw a cash outflow from
operating activities of US$4.5 million (2022: cash inflow of US$3.2
million), mainly due to softer ad market conditions and servicing
of all partner minimum guarantee obligations. The Company continues
to operate an extremely efficient working capital cycle which is
now well established in terms of processes built and refined over
the last six years. Debtor collections continue to be strong and,
over the last four years, collections have averaged 95% of revenue
recognised in the year. In 2023, debtor days of 81 are reported, 13
higher than the 68 reported in 2022, with the increase being due to
the return to revenue growth in the final quarter of 2023. We
continue to remain below our ongoing debtor day target of 90 days.
The Company continues to incur very minimal bad debt write offs
(US$0.1 million in 2023 and US$0.2 million in 2022) and average
payable days increased to 68 in 2023 from 54 in 2022, again due to
the return to revenue growth in Q4 which led to an increase in
year-end partner payments that have been satisfied in Q1
2024.
The Company ended 2023 with cash of
US$3.7 million. In addition, the Company had access to a US$1.9
million undrawn overdraft with HSBC. Therefore, the Company had
access to circa US$5.6 million going into 2024, with the Company
being fully funded for its current growth trajectory.
Outlook
2024 is set to be a record year for
Audioboom, and - as I highlight in our Q1 2024 Trading
Update, released today - we are perfectly positioned to achieve
these goals after positive trading in the first 3 months of 2024 in
which we delivered revenue of US$17.1 million (up 11% on Q1 2023:
US$15.4 million) and adjusted EBITDA profit of US$0.1
million. I expect the revenue growth rate to accelerate
through upcoming quarters, and EBITDA profit to grow
accordingly.
I am buoyed by the US$55 million of
advertising that we currently have booked for the year. This
compares with the US$50 million booked at the same stage last year
but, in relative terms, we are even further ahead, as in 2023
approximately US$7 million of advertising campaigns were cancelled
between April and September due to ad market
deterioration.
In 2024 our main investment will be
into our sales operation, specifically the growth of our brand
awareness team tasked with bringing a new group of blue-chip
customers to Audiobooom. We recently announced the hiring of 2 key
executives - Shaun Wilson, formerly of Sony Entertainment and
Spotify, in the role of Head of UK Sales and Molly Harvey,
formerly of SiriusXM and CBS Radio in the role of Vice President of
Brand Sales.
Operationally 2024 has started well.
In January we hit a new record user number with 38.6 million unique
listeners downloading content from Audioboom. Our creator network
continues to grow with recently announced new signings including
Pretty X Unfiltered,
Soder, BDA with Katherine Schwarzenegger,
Omnibus, Do We Know Them? and George Conway Explains It All To Sarah
Longwell expected to add more than 4 million downloads to
the network each month. Our pipeline of new business remains
strong, and we expect to convert this opportunity to new podcaster
partnerships throughout the year.
We continue to focus on the core
operational improvements we initiated last year. Alongside the
growth of our brand advertising unit and expansion of our creator
network, the upward momentum of Showcase, the further exploitation
of advertising inventory levels, and the continued growth of our
Sonic brand platform, we are forecasting record revenue in
2024.
Record revenue, combined with the
improved podcaster revenue shares and removal of more than US$5
million of minimum guarantee obligations through contract
restructuring, is expected to take us back to a position of EBITDA
profitability for the full year and as a Board, look to the future
with confidence.
We are committed to delivering these
financial goals despite still operating in a weakened advertising
market. Any meaningful recovery in the ad market would bring
further upside.
Audioboom is building the world's
leading podcasting business, and I am pleased with the start we
have made in 2024. I look forward to the future with renewed
confidence and would like to thank our creators, clients, customers
and partners, as well as our incredibly talented Audioboom team and
our supportive shareholders.
Stuart Last
Chief Executive Officer
12 April 2024
AUDIOBOOM GROUP
PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
Notes
|
Majority of
business
|
Onerous
contracts
|
2023
US$'000
|
2022
US$'000
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
Revenue
|
2
|
58,788
|
6,242
|
65,030
|
74,879
|
Cost of sales
|
|
(48,775)
|
(11,329)
|
(60,104)
|
(60,667)
|
Cost of sales - contract provision
|
19
|
-
|
(7,499)
|
(7,499)
|
-
|
|
|
-----------------
|
-----------------
|
-----------------
|
-----------------
|
Gross (loss) / profit
|
|
10,013
|
(12,586)
|
(2,573)
|
14,212
|
|
|
|
|
|
|
Other income - forgiven loan
liability
|
|
|
|
-
|
374
|
Administrative expenses
|
|
|
|
(14,078)
|
(14,909)
|
|
|
|
|
-----------------
|
-----------------
|
Adjusted EBITDA (loss) / profit - Non-GAAP
|
|
|
|
(396)
|
3,591
|
|
|
|
|
|
|
- Share based payments
|
17
|
|
|
(2,807)
|
(4,358)
|
- Depreciation
|
|
|
|
(33)
|
(47)
|
- Depreciation - leases
|
14
|
|
|
(239)
|
(250)
|
- Operating foreign exchange (loss) /
gain
|
|
|
|
(497)
|
1,141
|
- Contract settlement
|
|
|
|
-
|
(400)
|
- Onerous contracts net
loss
|
19
|
|
|
(5,087)
|
-
|
- Onerous contracts
provision
|
19
|
|
|
(7,499)
|
-
|
- Restructuring costs
|
|
|
|
(93)
|
-
|
|
|
|
|
----------------
|
----------------
|
|
|
|
|
|
|
Operating loss
|
3
|
|
|
(16,651)
|
(323)
|
|
|
|
|
|
|
Finance income
|
|
|
|
16
|
(106)
|
Finance costs
|
6
|
|
|
(119)
|
(106)
|
|
|
|
|
----------------
|
----------------
|
Loss before tax
|
|
|
|
(16,754)
|
(429)
|
|
|
|
|
|
|
Taxation on continuing operations
|
7
|
|
|
(2,672)
|
(328)
|
|
|
|
|
----------------
|
----------------
|
Loss for the financial period attributable to equity
holders of the parent
|
|
|
|
(19,426)
|
(757)
|
|
|
|
|
----------------
|
----------------
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
difference
|
|
|
|
1,076
|
(2,233)
|
|
|
|
|
----------------
|
----------------
|
Total comprehensive loss for the period
|
|
|
|
(18,350)
|
(2,990)
|
|
|
|
|
========
|
========
|
|
|
|
|
|
|
Loss per share
|
|
|
|
|
|
from continuing operations
|
|
|
|
|
|
Basic and diluted EPS
|
8
|
|
|
(118.8)
cents
|
(4.7)
cents
|
|
|
|
|
============
|
============
|
All results for both periods are
derived from continuing operations.
AUDIOBOOM GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS
AT 31 DECEMBER
2023
|
|
As at 31 December
2023
|
As at 31 December
2022
|
|
Notes
|
|
US$'000
|
|
US$'000
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Property, plant and equipment
|
9
|
30
|
|
59
|
|
Right of use asset
|
14
|
1,117
|
|
329
|
|
Deferred tax asset
|
7
|
1,581
|
|
3,609
|
|
|
|
---------------
|
|
---------------
|
|
|
|
|
2,728
|
|
3,997
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables
|
11
|
16,328
|
|
16,013
|
|
Cash and cash equivalents
|
|
3,726
|
|
8,067
|
|
Deferred tax asset
|
7
|
395
|
|
805
|
|
|
|
---------------
|
|
---------------
|
|
|
|
|
20,449
|
|
24,885
|
|
|
|
-------------------
|
|
-------------------
|
TOTAL ASSETS
|
|
|
23,177
|
|
28,882
|
|
|
|
-------------------
|
|
-------------------
|
Current liabilities
|
|
|
|
|
|
Trade and other payables
|
12
|
|
(12,399)
|
|
(10,614)
|
Provision
|
-
|
|
-
|
|
(400)
|
Onerous contract provision
|
19
|
|
(5,046)
|
|
-
|
Lease liability
|
14
|
|
(68)
|
|
(278)
|
|
|
|
-------------------
|
|
-------------------
|
NET CURRENT ASSETS
|
|
|
2,936
|
|
13,593
|
|
|
|
-------------------
|
|
-------------------
|
Non-current liabilities
|
|
|
|
|
|
Lease liability
|
14
|
|
(1,042)
|
|
(80)
|
Onerous contract provision
|
19
|
|
(2,453)
|
|
-
|
|
|
|
-------------------
|
|
-------------------
|
NET ASSETS
|
|
|
2,169
|
|
17,510
|
|
|
|
=========
|
|
=========
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
13
|
|
-
|
|
-
|
Share premium
|
13
|
|
63,104
|
|
62,902
|
Issue cost reserve
|
|
|
(2,048)
|
|
(2,048)
|
Foreign exchange translation
reserve
|
|
|
(1,426)
|
|
(2,502)
|
Reverse acquisition reserve
|
|
|
(3,380)
|
|
(3,380)
|
Retained earnings
|
|
|
(54,081)
|
|
(37,462)
|
|
|
|
----------------
|
|
----------------
|
TOTAL EQUITY
|
|
|
2,169
|
|
17,510
|
|
|
|
========
|
|
========
|
|
|
|
|
|
|
The accompanying accounting policies
and notes form an integral part of these financial
statements.
These financial statements for
Audioboom Group plc (Jersey company registration number 85292),
which comprise the Consolidated Statement of Comprehensive Income,
the Consolidated Statement of Financial Position, the Consolidated
Statement of Cash Flow, the Consolidated Statement of Changes in
Equity and related notes 1 to 22 were approved and authorised for
issue by the Board of Directors on 12 April 2024 and were signed on
its behalf by:
Brad
Clarke
Chief Financial Officer
AUDIOBOOM GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
|
2023
|
2022
|
|
|
US$'000
|
US$'000
|
|
|
|
|
Loss from continuing
operations
|
|
(19,426)
|
(757)
|
|
|
----------------
|
----------------
|
Loss
for the period
|
|
(19,426)
|
(757)
|
|
|
|
|
Adjustments for:
|
|
|
|
Tax charge
|
|
2,672
|
328
|
Interest payable
|
|
119
|
106
|
Interest received
|
|
(16)
|
-
|
Depreciation of fixed
assets
|
|
33
|
47
|
Depreciation of right of use
assets
|
|
239
|
-
|
Share based payments
|
|
2,807
|
4,358
|
(Increase) / decrease in trade and
other receivables
|
|
(316)
|
2,134
|
Increase / (decrease) in trade and other
payables
|
|
1,387
|
(1,154)
|
Decrease in lease liability
|
|
-
|
(269)
|
Increase in onerous contract
provision
|
|
7,499
|
-
|
Foreign exchange gain / (loss)
|
|
831
|
(1,557)
|
|
|
----------------
|
----------------
|
Cash flows (used in) / from operating
activities
|
|
(4,171)
|
3,236
|
|
|
|
|
Investing activities
|
|
|
|
Purchase of property, plant and
equipment
|
|
(7)
|
(29)
|
|
|
----------------
|
----------------
|
Net cash used in investing activities
|
|
(7)
|
(29)
|
|
|
----------------
|
----------------
|
Financing activities
|
|
|
|
Principle lease payments
|
|
(365)
|
-
|
Proceeds from issue of ordinary share
capital
|
|
202
|
1,891
|
|
|
----------------
|
----------------
|
Net
cash generated from financing activities
|
|
(163)
|
1,891
|
|
|
========
|
========
|
|
|
|
|
Net increase / (decrease) in cash and cash
equivalents
|
|
(4,341)
|
5,098
|
|
|
----------------
|
----------------
|
Cash and cash equivalents at beginning of
period
|
|
8,067
|
2,969
|
|
|
----------------
|
----------------
|
Cash and cash equivalents at end of period
|
|
3,726
|
8,067
|
|
|
========
|
========
|
The Group had no borrowings at the
end of either financial period and therefore no reconciliation of
net debt has been provided.
AUDIOBOOM GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
|
Share
capital
|
Share
premium
|
Issue cost
reserve
|
Reverse acquisition
reserve
|
Foreign exchange translation
reserve
|
Retained
earnings
|
Total
equity
|
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
At 31 December
2021
|
|
-
|
61,011
|
(2,048)
|
(3,380)
|
(270)
|
(41,063)
|
14,250
|
|
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
Loss for the period
|
|
-
|
-
|
-
|
-
|
-
|
(757)
|
(757)
|
Issue of shares
|
|
-
|
1,891
|
-
|
-
|
-
|
-
|
1,891
|
Equity-settled share-based
payments
|
|
-
|
-
|
-
|
-
|
-
|
4,358
|
4,358
|
Foreign exchange loss on translation
of overseas subsidiaries
|
|
-
|
-
|
-
|
-
|
(2,232)
|
-
|
(2,232)
|
|
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
At 31 December
2022
|
|
-
|
62,902
|
(2,048)
|
(3,380)
|
(2,502)
|
(37,462)
|
17,510
|
|
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
Loss for the period
|
|
-
|
-
|
-
|
-
|
-
|
(19,426)
|
(19,426)
|
Issue of shares
|
|
-
|
202
|
-
|
-
|
-
|
-
|
202
|
Equity-settled share-based
payments
|
|
-
|
-
|
-
|
-
|
-
|
2,807
|
2,807
|
Foreign exchange loss on translation
of overseas subsidiaries
|
|
-
|
-
|
-
|
-
|
1,076
|
-
|
1,076
|
|
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
At 31 December
2023
|
|
-
|
63,104
|
(2,048)
|
(3,380)
|
(1,426)
|
(54,081)
|
2,169
|
|
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
-------------------
|
Share premium
Share premium represents the
consideration paid for shares in excess of par value (nil), less
directly attributable costs.
Issue cost
reserve
The issue cost reserve arose from expenses
incurred on share issues.
Reverse
acquisition reserve
The reverse acquisition reserve relates to the
reverse acquisition of Audioboom Limited by Audioboom Group plc on
20 May 2014.
Foreign
exchange translation reserve
The foreign exchange translation reserve is
used to record exchange differences arising from the translation of
the financial statements of foreign operations.
Retained
earnings
Includes all current and prior period retained
profits and losses and equity settled share-based payment
charges.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR
THE YEAR ENDED 31 DECEMBER 2023
1. ACCOUNTING
POLICIES
General information and basis of preparation
Audioboom Group plc is incorporated in Jersey
under the Companies (Jersey) Law 1991. The Company's shares are
traded on AIM, the market of that name, operated by the London
Stock Exchange. The Company is required under rule 19 of the AIM
Rules for Companies to provide shareholders with audited
consolidated financial statements.
The Group prepares its consolidated financial
statements in accordance with International Financial Reporting
Standards and International Accounting Standards as issued by the
International Accounting Standards Board (IASB) and Interpretations
(collectively IFRSs). The financial statements have been prepared
on the historical cost basis. The consolidated financial statements
have been prepared in accordance with and in compliance with the
Companies (Jersey) Law 1991, an amendment to which (Amendment No. 4
s. 105(11) - 2009) means separate parent company financial
statements are not required.
These results are audited, however the
financial information set out in this announcement does not
constitute the Group's statutory accounts for the period ended 31
December 2023, but is derived from the 2023 Annual Report &
Accounts. The auditors have reported on those accounts; their
report was unqualified.
The preparation of financial
statements in accordance with IFRS requires the use of estimates
and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities,
at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Although these
estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those
estimates.
New
and amended IFRS Accounting Standards that are effective for the
current year
In the current year, the Group has
applied a number of amendments to IFRS Accounting Standards issued
by the International Accounting Standards Board (IASB) that are
mandatorily effective for an accounting period that begins on or
after 1 January 2023. Their adoption has not had any material
impact on the disclosures or on the amounts reported in these
financial statements.
· IAS 1:
Classifications of Liabilities as Current or Non-Current (effective
for periods commencing on or after 1 January
2023);
· IAS 1
and IFRS Practice Statement 2: Disclosure of Accounting Policies
(effective for periods commencing on or after 1 January
2023);
· IAS 8:
Definition of Accounting Estimates (effective for periods
commencing on or after 1 January 2023); and
· IAS
12: Deferred Tax related to Assets and Liabilities arising from a
Single Transaction (effective for periods commencing on or after 1
January 2023).
New and revised
IFRS Accounting Standards in issue but not yet
effective
Certain standards, amendments to, and
interpretations of, published standards have been published that
are mandatory for the Group's accounting years beginning on or
after 1 January 2024 or later years and which the Group has decided
not to adopt early:
· IFRS 7
and IAS 7: Supplier Finance Arrangements (effective for periods
commencing on or after 1 January 2024);
· IAS 1:
Non-current liabilities with covenants (effective for periods
commencing on or after 1 January 2024).
None of the above listed changes are
anticipated to have a material impact on the Group's financial
statements.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR
THE YEAR ENDED 31 DECEMBER 2023
ACCOUNTING
POLICIES (continued)
Key accounting
policies
Going
concern
The financial statements have been prepared on
the going concern basis, which assumes that the Group will have
sufficient funds to continue in operational existence for at least
twelve months from the date of approval of the financial
statements. The Group ended the year with access to US$3.7 million
of cash and a US$1.8 million HSBC overdraft remaining available to
draw down. The overdraft is subject to an annual renewal process
and has a renewal date of 30 June 2024. At the date of this report,
there is no indication that the HSBC overdraft will not be renewed,
but should the HSBC overdraft not be renewed, then the Board
believes that it would be able to obtain alternative financing
options that can be called upon, if required. The Board's forecasts
for the Group, including due consideration of the business
forecasting a return to positive adjusted EBITDA in 2024, projected
increase in revenues and cash utilisation of the Group and taking
account of reasonably possible adverse changes in trading
performance, including changes outside of expected trading
performance, indicate that the Group will have sufficient cash and
financing facilities available to continue in operational existence
for the next 12 months from the date of approval of the financial
statements and beyond. This includes considering those partner
contracts that have minimum guarantees attached to them and
assessing whether there will be any adverse effect should there be
prolonged adverse trading performance. Based on the Board's
forecasts, the Group considers that it will not require additional
funding for the foreseeable future for the purposes of meeting its
liabilities as and when they fall due. The Board believes that the
Group is well placed to manage its business risks, and longer-term
strategic objectives, successfully.
Management has carried out sensitivity analyses
of the Group's cash flow models to assess the impact of a range of
possible outcomes, including lower than anticipated revenues, and
the mitigations that the Group has available to it, including a
reduction in overhead costs, active working capital management and
the availability of finance from HSBC. Accordingly, the Directors
are satisfied that the Group will continue to be able to meet its
ongoing liabilities as and when they fall due in reasonably
foreseeable circumstances.
Therefore, the Directors consider the going
concern basis of preparation of these financial statements
appropriate.
Revenue
Revenue represents amounts receivable for
services provided in the normal course of business, and excludes
intra-group sales, Value Added Tax and trade discounts.
Revenue is recognised when the amount of
revenue can be measured reliably, it is probable that the economic
benefits associated with the transaction will flow to the entity,
the costs incurred or to be incurred can be measured reliably, and
when the criteria for each of the Group's different activities has
been met. Revenue comprises:
l Sale of
advertising: the value of goods and services is recognised on
broadcast of the podcast
l Sale of
subscriptions: the value of goods and services is recognised across
the period of subscription
The Directors have considered the requirements
of IFRS 15 in respect of multiple performance obligations within
one contract and have not identified any such instances. There are
no contracts which incorporate variable or contingent
consideration.
The Group entities, Audioboom Limited and Sonic
Influencer Marketing, are both considered to be the principal
entity in terms of revenue recognition. The entities set or
communicate the advertising pricing that is required to advertise
on represented podcast content, contracts directly with the brand
or agency to secure the advertising and confirms the date at which
that advertising will be allocated. The entities are also
responsible for invoicing and collecting payment from customers who
have booked advertising slots and furthermore bear inventory risk
associated with advertising slots acquired but not sold.
Content partner minimum revenue guarantees
In order to attract and retain leading podcast
partners, the Group offers certain partners minimum revenue
guarantees ("MG") over the life of the agreement between the
parties. The MG offers guaranteed revenue over the life of the
agreement in the form of monthly payments and/or an upfront advance
payment, which is then recouped over the life of the agreement,
thus reducing future expected payments proportionally. The MGs
provided secure the right of access to future content and therefore
the expenditure in relation to these guarantees is recognised over
the term of the contract, as this is the period over which the
content providers' obligations are discharged to the Group and
accordingly the basis
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2022
ACCOUNTING
POLICIES (continued)
on which the Group consumes the benefit of
these obligations. In accordance with IFRS 9, no liability is
recognised at the date of the contract as the MG relates to future
performance obligations of the content provider.
Should a contract be considered onerous (i.e.,
it is expected to give rise to an unavoidable loss) then that loss
is provided for at the reporting date if the contract and
conditions associated with it were in place at the year
end.
Should a multi-year contract generate a revenue
share that is lower than the MG in the initial stages of the
contract but is expected to generate revenue share that is higher
than the MG over the entire length of the contract, the payments
made will be held as an asset on the balance sheet.
Foreign currency
For the purpose of the consolidated financial
statements, the results and financial position of each Group
company are expressed in US Dollars, which is the presentational
currency of the consolidated financial statements. The majority of
trade in the Company is recognised in Audioboom Limited, whose
functional currency is sterling, along with the Audioboom Group plc
entity. These entities are consolidated at a Group level in US
Dollars, along with Audioboom Inc and Austin Advertising Inc, whose
functional currency is US Dollars.
In preparing the financial statements of the
individual companies, transactions in currencies other than the
entity's functional currency (foreign currencies) are recorded at
the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary assets and
liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date.
Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated.
Exchange differences arising on the settlement
of monetary items, and on the retranslation of monetary items, are
included in profit or loss for the period.
For the purpose of presenting consolidated
financial statements, the assets and liabilities of the Group's
foreign operations are translated at exchange rates prevailing on
the balance sheet date. Income and expense items are translated at
the average monthly rate of exchange ruling at the date of the
transaction, unless exchange rates fluctuate significantly during
that month, in which case the exchange rates at the date of the
transactions are used.
Property,
plant and equipment
Property, plant and equipment are stated at
cost less accumulated depreciation and impairment losses, if
any.
Depreciation is calculated under the
straight-line method to write off the depreciable amount of the
assets over their estimated useful lives. Depreciation of an asset
does not cease when the asset becomes idle or is retired from
active use unless the asset is fully depreciated. The principal
annual rates used for this purpose are between three and five
years.
The depreciation method, useful lives and
residual values are reviewed, and adjusted if appropriate, at the
end of each reporting period to ensure that the amounts, method and
years of depreciation are consistent with previous estimates and
the expected pattern of consumption of the future economic benefits
embodied in the items of the property, plant and
equipment.
Subsequent costs are included in the asset's
carrying amount or recognised as a separate asset, as appropriate,
only when the cost is incurred, and it is probable that the future
economic benefits associated with the asset will flow to the Group
and the cost of the asset can be measured reliably. The carrying
amount of parts that are replaced is derecognised. The costs of the
day-to-day servicing of property, plant and equipment are
recognised in profit or loss as incurred. Costs also comprise the
initial estimate of dismantling and removing the asset and
restoring the site on which it is located for which the Group are
obligated to incur when the asset is acquired, if
applicable.
Leases
Leases of property for periods longer than one
year are capitalised at the fair value of the leased property
(disclosed as a right of use asset on the face of the statement of
financial position) with the corresponding rental obligations, net
of finance charges, included in current and non-current
liabilities. The fair value of the lease asset and corresponding
liability is calculated as the present value of the minimum value
of lease payments for which the Group will become liable,
discounted at a rate considered appropriate.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
ACCOUNTING POLICIES
(continued)
Lease rental payments are split between a
reduction in the lease liability and finance cost, with
depreciation charges of the right of use asset over its useful
economic life recognised as an expense in the Group's income
statement. Payments made under operating leases, where the risks
and rewards are not transferred to the Group, are recognised as an
expense in the income statement.
Cash and cash
equivalents
Cash and cash equivalents comprise cash on hand
and demand deposits and other short-term, highly liquid investments
that are readily convertible to a known amount of cash and are
subject to an insignificant risk of changes in value.
Basis of
consolidation
The consolidated financial statements
consolidate the financial statements of Audioboom Group plc and all
its subsidiary undertakings up to 31 December 2023, with
comparative information presented for the year ended 31 December
2022. No profit and loss account is presented for Audioboom Group
plc as permitted by Companies (Jersey) Law 1991.
Subsidiaries are all entities over which the
Group has the power to control the financial and operating policies
and is exposed to or has rights over variable returns from its
involvements with the investee and has the power to affect returns.
Audioboom Group plc obtains and exercises control through more than
half of the voting rights for all its subsidiaries. All
subsidiaries have a reporting date of 31 December and are
consolidated from the acquisition date, which is the date from
which control passes to Audioboom Group plc.
The results of associate undertakings are
consolidated under the equity method of accounting. The Group
applies uniform accounting policies and all intra-group
transactions, balances, income and expenses are eliminated on
consolidation.
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 statement of comprehensive income on a straight-line basis over
the vesting period. Non-market vesting conditions are taken into
account by adjusting the number of options expected to vest at each
statement of financial position 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.
The cumulative expense is not adjusted for failure to achieve a
market vesting condition.
Warrants
Warrants issued to Directors, employees and
third-party suppliers are measured at the fair value of the service
provided with reference to comparable cash settled transactions or,
where the value of the services provided is uncertain, with
reference to an appropriate valuation methodology. Warrants are
ascribed a value at the date of grant, with this value recognised
as an expense in the statement of comprehensive income over the
relevant vesting period.
Current and
deferred taxation
Current tax is the expected tax payable on
taxable income for the period, using tax rates enacted or
substantively enacted at the balance sheet date, and any
adjustments to tax payable in respect of previous
periods.
Deferred tax is the tax expected to be payable
or recoverable on differences between the carrying amounts of
assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profits
('temporary differences') and is accounted for using the balance
sheet liability method.
Deferred tax liabilities are generally
recognised for all taxable temporary differences.
Deferred tax assets are generally recognised to
the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be
utilised. Where there are deductible temporary differences arising
in subsidiaries, deferred tax assets are recognised only where it
is probable that they will reverse in the foreseeable future and
taxable profits will be available against which the temporary
differences can be utilised.
The carrying amount of deferred tax assets is
reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient tax profits will be
available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates
that are expected to apply in the period when the liability is
settled or the asset is realised. Deferred tax is charged or
credited to the statement of income.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
ACCOUNTING POLICIES
(continued)
Financial
Instruments
Financial assets
Trade receivables and other receivables that
have fixed or determinable payments that are not quoted in an
active market are classified as loans and receivable financial
assets, using the effective interest method less impairment.
Interest is recognised by applying the effective interest method,
except for short-term receivables when the recognition of interest
would be immaterial.
Financial liabilities
All financial liabilities are initially
measured at fair value plus directly attributable transaction costs
and subsequently measured at amortised cost using the effective
interest method, other than those categorised as fair value through
profit or loss. Financial liabilities are classified as current
liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the
reporting date.
Equity instruments
Instruments classified as equity are measured
at cost and are not remeasured subsequently.
Critical
accounting judgements and key areas of estimation
uncertainty
Minimum
guarantees
The Group offers contracts of between one and
three years to secure advertising representation of third party
podcast partners. The contracts can include commitments to pay
Minimum Guarantee (MGs) revenue shares over the contractual period
to the third party. Should the revenue share generated not be above
the MG contractual amount, the Group will need to true up the
revenue share payments to the MG level. The Group continually
assesses its exposure to onerous contracts by assessing contractual
MGs (see note 18 for further detail on MGs contracted at the year
end). There is an element of uncertainty with all contracts signed
as they are based on future expected revenue generation and if the
future performance does not meet expectations, it may result in a
material cash outflow and the recognition of expected losses in the
financial period in which the contract is considered to become
onerous.
Onerous
contract provisions
The Group continually assesses its exposure to
onerous contracts by assessing contractual minimum guarantees
versus future revenue and growth expectations. Should future
revenue and growth expectations be lower than previously
anticipated which take a partner contract into a loss-making
scenario, a provision will be created using a range of growth
scenarios to estimate the total estimated net loss of the contract.
A weighted average of the different growth scenarios will be used
as the performance of future advertising markets and the specific
show under review can only be estimated at the balance sheet date.
A weighted average cost of capital discount factor has been applied
to future revenues to discount the provision to current value. The
revenue, net loss and projected net loss of the contract are
disaggregated within the consolidated statement of comprehensive
income so that the specific impact of onerous contracts and
provisions recognised in relation to them is clear to users of the
financial statements. No other overheads or costs will be included
in the provision assessment because the main cost of
the contract is the revenue share owed to the partner. The onerous
contract provision calculations are estimates and actual outcomes
may be materially different to the value of provision
estimated.
Share based
compensation
The Group issues equity settled share based
payments to certain Directors and employees, which have included
grants of options in the current period. Equity settled share based
payments are measured at fair value at the date of grant, with the
charge being recognised within the statement of comprehensive
income over the period of service to which the grant
relates.
The fair value of share options is measured
using a Black-Scholes framework. The Directors have used judgement
in the calculation of the fair values of the share based
compensation which has been granted during the period, and
different assumptions in the model would change the financial
result of the business. Certain share options include performance
criteria and the charge will vary depending on whether that
criteria is met, therefore it is an estimate and is
uncertain.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
ACCOUNTING POLICIES
(continued)
Warrants
The Group has issued warrants to certain
Directors and third parties. Warrants are measured at the fair
value of the service provided with reference to comparable cash
settled transactions or appropriate valuation methodologies at the
date of grant, with the charge being recognised within the
statement of comprehensive income over the period of service to
which the grant relates.
IFRS 16:
Leases
The Group recognises lease liabilities at the
present value of future cash flows. The determination of present
value involves judgements and estimates, in particular in relation
to the discount factor to be applied to those cash flows. In
determining an appropriate discount factor the Directors considered
a range of factors including the Group's cost of capital together
with the interest rate charged on the Group's external debt
facilities. Having considered these factors the Directors have
assessed that 8% is an appropriate discount factor to determine the
value of the Group's lease liabilities.
Bad debt
provision
The Group creates a specific bad debt provision
for all debtors which are over 365 days old and reviews all debtors
on a continual basis, providing for any under 365 days which are
not deemed to be recoverable. The Group utilises the expected
credit loss model to calculate an appropriate bad debt provision,
which incorporates an assessment of historical losses in deriving a
provision to be recognised against the likelihood of future bad
debt. Such an assessment requires the application of judgement, and
bad debts may materially exceed the amount provided for at the
reporting date.
Recognition
and measurement of deferred tax assets
The Group recognises deferred tax assets in
relation to unutilised tax losses which can be utilised to offset
tax arising on future taxable profits. Utilisation of these tax
losses is dependent on the timing and extent of future taxable
profits of the Group. Therefore the recognition and measurement of
deferred tax assets is based on the judgement of the Directors as
to this profitability and represents an area of material estimation
uncertainty. Refer to note 7.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
2.
|
REVENUE
|
|
|
2023
|
2022
|
|
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
|
|
Subscription - recognised over
time
|
|
|
432
|
479
|
|
Advertising - recognised at point in
time
|
|
|
64,598
|
74,400
|
|
|
|
|
--------------
|
--------------
|
|
|
|
|
65,030
|
74,879
|
|
|
|
|
=======
|
=======
|
The Directors consider the Group to operate
within one operating segment, content related revenue, and
consequently expenditure and balance sheet analysis is not
presented between subscription and advertising services.
Geographical
information
The Group's operations are principally located
in the UK and the USA. The main assets of the Group, cash and cash
equivalents, are held in the UK and the USA.
The Group's revenue from external customers by
geographical location is detailed below:
|
|
|
|
2023
|
2022
|
|
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
|
|
United Kingdom
|
|
|
1,772
|
3,327
|
|
USA
|
|
|
63,258
|
71,552
|
|
|
|
|
--------------
|
--------------
|
|
|
|
|
65,030
|
74,879
|
|
|
|
|
=======
|
=======
|
The Group invoiced three customers
who each represented more than 10% of the reported revenue and in
aggregate 37% of the total invoiced. The three customers are
advertising agencies and represent a number of brands, thus
reducing the customer concentration.
The Group currently has two material geographic
revenue regions, however, as the Group's controlling operations are
primarily based in the UK, there is no separation of income,
expenditure and sections of the balance sheet for the purposes of
segmental reporting.
3.
|
OPERATING PROFIT
|
|
|
2023
|
2022
|
|
|
|
|
US$'000
|
US$'000
|
|
Operating profit for the period has
been arrived at after charging the following:
|
|
|
|
|
|
|
|
|
|
Depreciation of property, plant &
equipment
|
|
|
33
|
47
|
|
Operating foreign exchange (loss) /
gain
|
|
|
(497)
|
1,141
|
|
Staff costs (refer to note 5 for
detail)
|
|
|
8,725
|
11,039
|
|
|
|
|
=======
|
=======
|
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
4.
|
AUDITOR'S REMUNERATION
|
|
|
2023
|
2022
|
|
|
|
|
US$'000
|
US$'000
|
|
Audit services
|
|
|
|
|
|
Fees for the audit of the
consolidated annual financial statements and the audit of the
Company's subsidiaries pursuant to legislation
|
109
|
98
|
|
|
|
|
--------------
|
--------------
|
|
|
|
|
109
|
98
|
|
|
|
|
=======
|
=======
|
5.
|
STAFF COSTS
|
|
|
2023
|
2022
|
|
|
|
|
Number
|
Number
|
|
|
|
|
|
|
|
Average number of production,
editorial and sales staff
|
27
|
34
|
|
Average number of management and
administrative staff
|
12
|
11
|
|
|
|
|
--------------
|
---------------
|
|
|
|
|
39
|
45
|
|
|
|
|
=======
|
=======
|
|
|
|
|
|
|
|
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
|
|
Wages and salaries
|
4,986
|
5,469
|
|
Social security costs
|
496
|
794
|
|
Pension costs (defined contribution
scheme)
|
436
|
418
|
|
Share based payments
|
2,807
|
4,358
|
|
|
|
|
--------------
|
---------------
|
|
|
|
|
8,725
|
11,039
|
|
|
|
|
=======
|
=======
|
Details of Directors' remuneration are set out in the Remuneration
Committee Report in the Annual Report.
6.
|
FINANCE COSTS
|
|
|
2023
|
2022
|
|
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
|
|
Depreciation - lease interest (see
note 14)
|
100
|
87
|
|
Overdraft arrangement fee
|
19
|
19
|
|
|
|
|
------------
|
-------------
|
|
|
|
|
119
|
106
|
|
|
|
|
=======
|
=======
|
The Company has a US$1.8 million overdraft facility with HSBC and
this was not utilised as at the date of this report.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
7.
TAXATION
Tax
reconciliation
The taxation charge on the loss for the period
differs from the amount computed by applying the corporation tax
rate to the loss before tax for the following reasons:
|
|
|
2023
|
2022
|
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
|
Loss on ordinary activities before
tax
|
|
(16,754)
|
(429)
|
|
|
|
----------------
|
----------------
|
|
|
|
|
|
|
Tax at UK corporation tax rate of
23.5% (2022: 19.00%)
|
(3,937)
|
(82)
|
|
|
|
|
|
Expenses not deductible for tax
purposes
|
2
|
7
|
|
Foreign taxes at different
rates
|
(8)
|
-
|
|
Movement in deferred tax
|
2,670
|
-
|
|
Utilisation of tax losses brought
forward
|
|
(69)
|
(385)
|
|
Unrelieved tax losses
|
|
3,368
|
-
|
|
Effect of share-based
payments
|
|
646
|
788
|
|
|
|
----------------
|
----------------
|
|
Tax charge and effective tax rate for
the period
|
|
2,672
|
328
|
|
|
|
=========
|
=========
|
|
|
2023
|
2022
|
|
|
US$'000
|
US$'000
|
Current tax
|
|
|
Foreign tax charge on profits in the
year
|
2
|
33
|
Deferred tax charge
|
2,670
|
295
|
|
|
----------------
|
----------------
|
Tax charge recognised in the
consolidated statement of
income
|
|
2,672
|
328
|
|
|
=========
|
=========
|
|
|
|
|
| |
The Group has carried forward UK losses
amounting to US$40.8 million as of 31 December 2023 (2022: US$26.7
million). The gross amount of losses upon which the deferred tax
asset has been recognised amounts to US$7.9 million (2022: US$17.9
million). This is based on expected utilisation of future taxable
profits as estimated by the Directors. The deferred tax asset is
expected to be utilised within five years. Refer to the
Recognition and measurement of
deferred tax assets accounting judgement detail in the
accounting policies section for further disclosure.
There was a deferred tax liability of US$nil
(2022: US$nil).
|
|
2023
|
2022
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
Deferred tax asset at beginning of
period
|
4,414
|
5,275
|
|
Asset derecognised in the year
|
(2,670)
|
(295)
|
|
Foreign exchange effect
|
232
|
(566)
|
|
|
-----------------
|
-----------------
|
|
Total deferred tax asset
|
1,976
|
4,414
|
|
|
========
|
========
|
|
Deferred tax current asset (unutilised tax
losses)
|
395
|
805
|
|
Deferred tax non-current asset (unutilised tax
losses)
|
1,581
|
3,609
|
|
|
-----------------
|
-----------------
|
|
Total deferred tax asset
|
1,976
|
4,414
|
|
|
========
|
========
|
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
8. LOSS PER
SHARE
Basic earnings per share is calculated by
dividing the profit or loss attributable to shareholders by the
weighted average number of ordinary shares in issue during the
period.
IAS 33 requires presentation of diluted EPS
when a company could be called upon to issue shares that would
decrease earnings per share, or increase the loss per share. For a
loss-making company with outstanding share options, the net loss
per share would be decreased by the exercise of options. Therefore,
as per IAS33:36, the anti-dilutive potential ordinary shares are
disregarded in the calculation of diluted EPS.
|
|
Loss
|
Weighted
average
|
Per share
|
|
|
|
number of
shares
|
amount
|
|
|
2023
|
|
|
|
|
|
US$'000
|
Thousand
|
Cents
|
|
Basic and diluted EPS
|
|
|
|
|
Loss attributable to equity
holders
|
(19,426)
|
16,357
|
(118.8)
|
|
|
=========
|
=========
|
=========
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
|
|
|
US$'000
|
Thousand
|
Cents
|
|
Basic and diluted EPS
|
|
|
|
|
Loss attributable to equity
holders
|
(757)
|
16,192
|
(4.7)
|
|
|
=========
|
=========
|
=========
|
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
9. PROPERTY,
PLANT AND EQUIPMENT
|
|
Furniture
&
|
|
|
|
|
|
|
equipment
|
Computers
|
Technical
|
Studio
|
Total
|
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
Cost
|
|
|
|
|
|
|
At 31 December 2021
|
26
|
266
|
3
|
124
|
419
|
|
Additions
|
-
|
29
|
-
|
-
|
29
|
|
Disposals
|
-
|
(130)
|
-
|
(23)
|
(153)
|
|
Foreign exchange effect
|
(2)
|
-
|
-
|
-
|
(2)
|
|
|
--------------
|
---------------
|
---------------
|
---------------
|
----------------
|
|
At 31 December 2022
|
24
|
165
|
3
|
101
|
293
|
|
|
--------------
|
---------------
|
---------------
|
---------------
|
----------------
|
|
Additions
|
-
|
7
|
-
|
-
|
7
|
|
Disposals
|
(24)
|
(88)
|
(3)
|
(95)
|
(210)
|
|
Foreign exchange effect
|
-
|
2
|
-
|
-
|
2
|
|
|
--------------
|
---------------
|
---------------
|
---------------
|
----------------
|
|
At 31 December 2023
|
-
|
86
|
-
|
6
|
92
|
|
|
--------------
|
---------------
|
---------------
|
---------------
|
----------------
|
|
Depreciation
|
|
|
|
|
|
|
At 31 December 2021
|
19
|
196
|
3
|
124
|
342
|
|
Charge for the period
|
2
|
28
|
-
|
17
|
47
|
|
Disposals
|
-
|
(130)
|
-
|
(23)
|
(153)
|
|
Foreign exchange effect
|
2
|
22
|
-
|
(26)
|
(2)
|
|
|
----------------
|
---------------
|
---------------
|
---------------
|
----------------
|
|
At 31 December 2022
|
23
|
116
|
3
|
92
|
234
|
|
|
-----------------
|
---------------
|
---------------
|
---------------
|
----------------
|
|
Charge for the period
|
2
|
23
|
-
|
8
|
33
|
|
Disposals
|
(24)
|
(88)
|
(3)
|
(95)
|
(210)
|
|
Foreign exchange effect
|
(1)
|
6
|
-
|
-
|
5
|
|
|
----------------
|
---------------
|
---------------
|
---------------
|
----------------
|
|
At 31 December 2023
|
-
|
57
|
-
|
5
|
62
|
|
|
-----------------
|
---------------
|
---------------
|
---------------
|
----------------
|
|
Net book value
|
|
|
|
|
|
|
At 31 December 2021
|
7
|
70
|
-
|
-
|
77
|
|
|
=========
|
=========
|
=========
|
=========
|
=========
|
|
At 31 December 2022
|
1
|
49
|
-
|
9
|
59
|
|
|
=========
|
=========
|
=========
|
=========
|
=========
|
|
At 31 December 2023
|
-
|
29
|
-
|
1
|
30
|
|
|
=========
|
=========
|
=========
|
=========
|
=========
|
10.
SUBSIDIARIES
As at 31 December 2023, Audioboom
Group plc held more than 20% of the share capital of the following
companies:
|
Registered
office
|
Class of
shares
|
% held by
parent
|
Audioboom
Limited
|
2-6
Boundary Row, London, SE1 8HP
|
Ordinary
|
100%
|
Audioboom
Inc.
|
251 Little
Falls Drive, Wilmington, Delaware 19808, USA
|
Ordinary
|
100%
|
Austin
Advertising Inc.
|
1013 Centre
Road, Suite 403S, Wilmington, Delaware 19805, USA
|
Ordinary
|
100%
|
Audioboom Inc is held through Audioboom Limited. Austin Advertising
Inc is held through Audioboom Inc.
AUDIOBOOM GROUP
PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
11.
|
TRADE AND OTHER RECEIVABLES
|
2023
|
2022
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
Amounts receivable for the sale of
goods and services
|
14,504
|
13,966
|
|
Allowance for doubtful
debts
|
(149)
|
(325)
|
|
|
----------------
|
----------------
|
|
Net receivables
|
14,355
|
13,641
|
|
|
|
|
|
Deferred cost of sales relating to
minimum guarantee payments
|
-
|
93
|
|
Other receivables
|
246
|
237
|
|
Prepayments and accrued
income
|
1,626
|
1,923
|
|
Taxes recoverable
|
101
|
119
|
|
|
----------------
|
----------------
|
|
|
16,328
|
16,013
|
|
|
=========
|
=========
|
The average credit period taken on
sales of goods and services is 81 days (2022: 68 days). No interest
is charged on receivables. Trade receivables are provided for based
on estimated irrecoverable amounts from the sale of goods and
services, determined by reference to past default experience and
likelihood of recovery as assessed by the Directors.
Included in the Group's trade
receivable balance are debtors with a carrying amount of US$2.1
million (2022: US$2.3 million) which are past due at the reporting
date.
In addition, US$nil (2022: US$0.1
million) relates to deferred cost of sales relating to podcast
partner contractual minimum guarantee payments. These are payments
which were made to a podcast partner with a multi-year contract
during the year due to revenue shares earned being lower than the
contractual minimum guaranteed amount.
Having considered the Group's
exposure to bad debts and the probability of default by customers,
no material adjustment has been identified between recognition of
bad debts on a specific basis and expected credit losses outlined
below in accordance with IFRS 9 (2022: US$nil).
Accrued income carried forward into
2024, that will reverse fully in 2024, is US$0.4 million (2022:
US$0.6 million).
As at 31 December 2023 the lifetime
expected loss provision for trade receivables was:
US$'000
|
Current
|
More than
30 days past due
|
More than
60 days past due
|
More than
90 days past due
|
Total
|
Expected
loss rate
|
0.3%
|
1%
|
1%
|
3%
|
|
Gross
carrying amount
|
6,799
|
3,483
|
1,988
|
2,234
|
14,504
|
Loss provision
|
20
|
29
|
22
|
78
|
149
|
As at 31 December 2022 the lifetime
expected loss provision for trade receivables was:
US$'000
|
Current
|
More than
30 days past due
|
More than
60 days past due
|
More than
90 days past due
|
Total
|
Expected
loss rate
|
0.5%
|
1%
|
3%
|
8%
|
|
Gross
carrying amount
|
5,334
|
4,227
|
2,148
|
2,257
|
13,966
|
Loss provision
|
27
|
27
|
65
|
191
|
325
|
AUDIOBOOM GROUP
PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
12.
|
TRADE AND OTHER PAYABLES
|
2023
|
2022
|
|
|
US$'000
|
US$'000
|
|
Current liabilities
|
|
|
|
Trade payables
|
9,156
|
5,932
|
|
Other taxes and social
security
|
29
|
37
|
|
Accruals
|
3,144
|
4,522
|
|
Other payables
|
70
|
123
|
|
|
----------------
|
----------------
|
|
Trade and other payables due within less than one
year
|
12,399
|
10,614
|
|
|
=========
|
=========
|
Trade payables and accruals
principally comprise amounts outstanding for trade purchases and
ongoing costs. The average credit period taken for trade purchases
is 68 days (2022: 54 days). The Group has financial risk management
policies in place to ensure that all payables are paid within the
credit time frame.
The Group records negligible
deferred income and therefore no analysis of contract liabilities
has been provided.
13.
|
STATED CAPITAL ACCOUNT
|
|
|
|
|
No. of
|
Share
|
Share
|
|
|
|
shares
|
capital
|
premium
|
|
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
|
|
At
31 December 2021
|
|
15,768,017
|
-
|
61,011
|
|
|
|
|
|
|
|
Shares issued in the period
|
|
|
|
|
|
Share options exercised
|
|
179,402
|
-
|
357
|
|
Warrants exercised
|
|
350,000
|
-
|
1,534
|
|
|
|
----------------------
|
-------------------
|
---------------------
|
|
At
31 December 2022
|
|
16,297,419
|
-
|
62,902
|
|
|
|
----------------------
|
-------------------
|
---------------------
|
|
|
|
|
|
|
|
Shares issued in the period
|
|
|
|
|
|
Share options exercised
|
|
79,517
|
-
|
202
|
|
|
|
--------------------
|
---------------------
|
-----------------------
|
|
At 31 December 2023
|
|
16,376,936
|
-
|
63,104
|
|
|
|
===========
|
===========
|
===========
|
|
|
|
|
|
|
| |
There is no authorised share
capital and all shares rank pari
passu. All issued share capital is fully paid up. All
ordinary shares have no par value.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
14. RIGHT OF USE ASSET
LEASES
Set out below are the carrying amounts of right-of-use assets
recognised and the movements during the period:
|
|
|
|
|
Office Lease
Total
|
|
|
|
|
|
|
US$'000
|
|
At 31 December 2021
|
|
|
|
|
576
|
|
Depreciation expense
|
|
|
|
|
(250)
|
|
Foreign exchange
|
|
|
|
|
3
|
|
|
|
|
|
|
----------------
|
|
At 31 December 2022
|
|
|
|
|
329
|
|
|
|
|
|
|
----------------
|
|
Depreciation expense
|
|
|
|
|
(239)
|
|
Lease modification
|
|
|
|
|
1,023
|
|
Foreign exchange
|
|
|
|
|
4
|
|
|
|
|
|
|
----------------
|
|
At 31 December 2023
|
|
|
|
|
1,117
|
|
|
|
|
|
|
=========
|
|
Set out below are the carrying
amounts of lease liabilities and the movements during the
period:
|
2023
|
2022
|
|
US$'000
|
US$'000
|
|
|
|
Balance at 1 January
|
358
|
627
|
Payment of lease
liabilities
|
(365)
|
(356)
|
Imputed lease interest
costs
|
100
|
87
|
Lease modification
|
1,017
|
-
|
|
-------------
|
-------------
|
Balance at 31 December
|
1,110
|
358
|
|
========
|
========
|
Current
|
68
|
278
|
Non-current
|
1,042
|
80
|
|
|
|
The following are the amounts
recognised in the statement of comprehensive income:
|
2023
|
2022
|
|
US$'000
|
US$'000
|
|
|
|
Depreciation expense of right of
use assets
|
239
|
250
|
Interest expense on lease
liabilities
|
100
|
87
|
|
-------------
|
-------------
|
Total amount recognised
|
339
|
337
|
|
========
|
========
|
The Company recorded total cash
outflows for leases of US$481,000 in 2022 (2022:
$442,000).
The following are the total value
of the commitments on an undiscounted basis:
|
2023
|
2022
|
|
US$'000
|
US$'000
|
|
|
|
Under one year
|
199
|
365
|
One to five years
|
1,376
|
109
|
|
-------------
|
-------------
|
Total value of
commitments
|
1,575
|
474
|
|
========
|
========
|
AUDIOBOOM GROUP
PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
15.
|
OPERATING LEASE ARRANGEMENTS
|
2023
|
2022
|
|
|
$'000
|
$'000
|
|
The Group as lessee
|
|
|
|
Lease payments under operating leases
recognised as an expense
|
|
|
|
in the year
|
113
|
94
|
|
|
-------------
|
-------------
|
At the balance sheet date, the
Group had outstanding commitments for future minimum lease payments
under non-cancellable operating leases, which fall due as
follows:
|
|
|
|
|
|
Under one year
|
91
|
110
|
|
|
-------------
|
-------------
|
|
|
91
|
110
|
|
|
========
|
========
|
The operating lease is not
recognised as an asset or liability in the Statement of Financial
Position under IFRS 16 due to its total length being less than one
year.
16.
RELATED PARTY TRANSACTIONS
Key management
personnel remuneration
See the Remuneration Committee Report for
details relating to key management personnel remuneration during
the year. Key management during the year being Stuart Last, CEO and
Brad Clarke, CFO.
AUDIOBOOM GROUP
PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
17.
SHARE-BASED PAYMENTS
The Company has share option schemes for
employees of the Group. Options are exercisable at the price agreed
at the time of the issue of the share option. The vesting period
and/or any performance conditions vary between employees. If the
options remain unexercised after a period of 10 years from date of
grant the options expire. Options are typically forfeited if the
employee leaves the Group before the options vest. Details of the
share options granted during the period are as follows:
|
|
2023
|
2022
|
|
|
|
Weighted
|
|
Weighted
|
|
|
|
Average
|
|
Average
|
|
|
Number of
|
Exercise
|
Number of
|
Exercise
|
|
|
Share
options
|
Price (£)
|
Share
options
|
Price (£)
|
|
|
|
|
|
|
|
Outstanding at beginning of
period
|
1,403,642
|
6.838
|
1,147,213
|
2.650
|
|
Granted during the period
|
457,000
|
3.567
|
442,831
|
15.550
|
|
Forfeited/lapsed during the
period
|
(96,674)
|
11.108
|
(7,000)
|
7.693
|
|
Exercised during the
period
|
(79,517)
|
2.004
|
(179,402)
|
1.646
|
|
|
--------------------
|
|
---------------------
|
|
|
Outstanding at end of period - time vesting
based
|
852,451
|
5.041
|
753,968
|
5.420
|
|
Outstanding at end of period -
performance vesting based1
|
832,000
|
6.845
|
649,674
|
8.483
|
|
|
--------------------
|
|
---------------------
|
|
|
Total outstanding at end of period
|
1,684,451
|
5.932
|
1,403,642
|
6.838
|
|
|
=============
|
|
=============
|
|
|
Exercisable at end of period
|
1,225,401
|
5.477
|
926,591
|
4.587
|
|
|
=============
|
|
=============
|
|
1Options with performance-based vesting will vest, subject to
Remuneration Committee discretion, if the Company meets market
expectations for revenue and adjusted EBITDA targets
The options outstanding at 31 December 2023 had
a weighted average exercise price of £5.932, and an average
remaining contractual life of 7 years. The inputs into the
Black-Scholes model are as follows:
|
|
2023
|
|
2022
|
|
|
Weighted average share
price
|
£3.567
|
|
£15.550
|
|
|
Weighted average exercise
price
|
£3.567
|
|
£15.550
|
|
|
Expected volatility
|
60%
|
|
63%
|
|
|
Expected life
|
10
years
|
|
10
years
|
|
|
Risk-free rate
|
4.02%
|
|
2.39%
|
|
|
Expected dividend yield
|
0%
|
|
0%
|
|
|
|
=============
|
|
=============
|
|
Expected volatility was determined by assessing
the share price volatility from the current year. The Group
recognised total expenses of US$2.807 million related to
equity-settled share-based payment transactions for the year ended
31 December 2023 (31 December 2022: US$4.358 million).
|
|
2023
|
2022
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
Share option charge
|
2,807
|
4,358
|
|
|
--------------
|
--------------
|
|
|
2,807
|
4,358
|
|
|
========
|
========
|
At the period end, the Company had
in issue outstanding share warrants for a total of 170,000 shares
(2022: 170,000 shares) with a weighted average exercise price of
£2.74 (2022: £2.74). All 170,000 (2022: 170,000) of the warrants
were exercisable at the period end. Post period end 120,000 of the
warrants have lapsed, with the remaining 50,000 warrants having an
exercise price of £3.30.
AUDIOBOOM GROUP
PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
18.
CONTENT PARTNER MINIMUM GUARANTEES
In order to attract and retain leading podcast
partners, the Group offers certain partners minimum revenue
guarantees ("MG") over the life of the agreement between the
parties. The MG offers guaranteed revenue over the life of the
agreement in the form of monthly payments and/or an upfront
contracted advance payment, which is then recouped over the life of
the agreement, thus reducing future expected payments
proportionally. The MGs provided secure the right of access to
future content and therefore the expenditure in relation to these
guarantees is recognised over the term of the contract. The content
providers' obligations are discharged to the Group over the term of
the contract in line with when the Group consumes the benefit of
these obligations.
As at 31 December 2023, US$nil (2022: US$0.1
million) is included within trade and other receivables and relates
to deferred cost of sales relating to podcast partner contractual
minimum guarantee payments.
As at 31 December 2023, of the US$33 million
(2022: US$47.8 million) total minimum guarantee amount committed to
expenditure, US$18.5 million (2022: US$29.9 million) relates to the
two onerous contracts provided for detailed in note 19.
The amounts detailed below are
undiscounted.
|
|
2023
|
2022
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
MG expenditure committed in 12 months or
less
|
24,396
|
24,348
|
|
MG expenditure committed in more than 12
months
|
9,020
|
23,408
|
|
|
-----------------
|
-----------------
|
|
Total MG amount committed to
expenditure
|
33,416
|
47,756
|
|
|
========
|
========
|
19.
ONEROUS CONTRACT PROVISION
A provision has been recognised as at 31
December 2023 in relation to two partner contracts. As advertising
markets have performed below the expectations previously modelled
for these agreements, it is now assumed that it is unavoidable that
the contracts will generate a loss through to their conclusion in
January 2025 and July 2025 respectively. The contracts, which were
both negotiated in early 2022 during buoyant podcast advertising
market conditions, recorded a net loss of US$5.1 million in 2023
and in light of revenue growth being lower than projected at the
previous reporting date it is considered likely that they will
continue to be loss making through to their conclusion.
A provision has therefore been created for the
estimated total contract loss with the trigger point being future
revenue and growth assumptions for the shows being lowered due to
the advertising markets being more challenging for longer than
anticipated during 2023. Consequently, the ad rates that have been,
and are likely to be, commanded for the contract are likely to be
lower than those previously assumed.
In estimating the potential net loss of the
contracts, high, medium and low growth projections have been used
to estimate the total net loss of the contracts. The provision has
been recognised as, even under the high growth scenario, it is
estimated that the contracts will incur a net loss due to
insufficient time and opportunity to derive sufficient revenue
growth for the contracts to generate a profit before their
expiration in January 2025 and July 2025 respectively. A weighted
average of the different growth scenarios has been used as the
performance of future advertising markets and the specific shows
can only be estimated at the balance sheet date.
It has been deemed appropriate to disaggregate
the revenue, net loss and provided for projected net loss of this
contract within the consolidated statement of comprehensive income
in order to detail revenue and gross margin which reflects the
performance of the underlying business. No overheads or other costs
have been included in the provision assessment because the main
cost of the contract is the revenue share owed to the
partner.
AUDIOBOOM GROUP
PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
19.
ONEROUS CONTRACT PROVISION (continued)
The following are the amounts recognised in the
statement of comprehensive income:
|
|
2023
|
2022
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
Onerous contracts net loss incurred in
2023
|
5,087
|
-
|
|
Onerous contracts provision for expected
future net losses
|
7,499
|
-
|
|
|
-----------------
|
-----------------
|
|
Total
|
12,586
|
-
|
|
|
========
|
========
|
The following are the total value of the
provision which has been calculated on a weighted average basis
based on a range of scenarios then discounted to detail the net
present value of the provision:
|
|
2023
|
2022
|
|
|
US$'000
|
US$'000
|
|
|
|
|
|
Current contract provision
|
5,046
|
-
|
|
Non-current contract provision
|
2,453
|
-
|
|
|
-----------------
|
-----------------
|
|
Total contract provision
|
7,499
|
-
|
|
|
========
|
========
|
AUDIOBOOM GROUP
PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
20.
FINANCIAL INSTRUMENTS
Capital risk
management
The Group manages its capital to ensure that
entities in the Group will be able to meet their financial
obligations as they arise while maximising the return to
stakeholders. The capital structure of the Group consists of cash
and cash equivalents and equity attributable to equity holders of
the parent, comprising issued capital, reserves and retained
earnings as disclosed in the consolidated statement of changes in
equity. As at the period end, the Group did not have any external
borrowings and was not subject to externally imposed capital
requirements. On 14 April 2022 the Company secured a £1.5 million
overdraft with HSBC which remains undrawn.
Categories of
financial instruments
|
|
2023
|
2022
|
|
|
US$'000
|
US$'000
|
|
Loans & receivables
|
|
|
|
Trade and other
receivables
|
14,601
|
13,878
|
|
Cash and cash equivalents
|
3,726
|
8,067
|
|
|
|
|
|
Financial liabilities at amortised cost
|
|
|
|
Trade and other payables
|
9,228
|
6,054
|
|
|
========
|
========
|
The carrying amounts of financial assets and
financial liabilities recorded at amortised cost approximates to
their fair values.
Financial and
market risk management objectives
It is, and has been throughout the period under
review, the Group's policy not to use or trade in derivative
financial instruments. The Group's financial instruments comprise
its cash and cash equivalents and various items such as trade
debtors and trade creditors that arise directly from its
operations. The main purpose of the financial assets
and liabilities is to provide finance for the Group's operations in
the period.
Currency risk
management
The Group has limited exposure to foreign
currency risk as a result of matching local currency costs to local
currency receipts; thus the main risks arising from the Group's
financial instruments are interest rate risk and liquidity risk.
The Board reviews and agrees policies for managing these risks and
they are summarised below. These policies have remained unchanged
throughout the period under review.
Interest
rate risk management
The Group holds the majority of its cash and
cash equivalents in corporate current accounts. These accounts
offer a competitive interest rate with the advantage of quick
access to the funds.
Credit risk
management
Credit risk refers to the risk that a
counterparty will default on its contractual obligations resulting
in financial loss to the Group. The Group has adopted a policy of
only dealing with creditworthy counterparties, as a means of
mitigating the risk of financial loss from defaults. The Group only
transacts with entities after assessing credit quality using
independent rating agencies and, if not available, the Group uses
other publicly available financial information and its own trading
records to rate its major customers. The Group's exposure is
continuously monitored and the aggregate value of transactions
concluded is spread amongst approved counterparties. Credit
exposure is controlled by counterparty limits.
AUDIOBOOM GROUP
PLC
NOTES TO THE FINANCIAL STATEMENTS
(continued)
FOR
THE YEAR ENDED 31 DECEMBER 2023
21.
FINANCIAL INSTRUMENTS (continued)
Ongoing credit evaluation is performed on the
financial condition of accounts receivable. The credit risk on
liquid funds is limited because the counterparties are banks with
high credit-ratings assigned by international credit-rating
agencies. The carrying amount of financial assets recorded in the
financial statements, which is net of impairment losses, represents
the Group's maximum exposure to credit risk. Please refer to note
11 for more detail on the trade receivables collection
period.
The ageing of trade receivables (US$'000s) as
at 31 December 2023 was:
Current
|
Over
30 days
|
Over 60
days
|
90 days
+
|
Total
|
US$6,799
|
US$3,483
|
US$1,988
|
US$2,234
|
US$14,504
|
49%
|
25%
|
14%
|
16%
|
|
Liquidity
risk management
The Group's policy throughout the period has
been to ensure continuity of funds. The Group manages liquidity
risk by maintaining adequate reserves and banking facilities by
continuously monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities. Please
refer to note 12 for more detail on the trade payables payment
period.
Fair value of
financial instruments
The fair value of other non-derivative
financial assets and financial liabilities are determined in
accordance with generally accepted pricing models based on
discounted cash flow analysis using prices from observable current
market transactions.
22. POST
BALANCE SHEET EVENTS
There are no post balance sheet events as at
the date of this report.