TIDMBOOM
RNS Number : 6768A
Audioboom Group PLC
31 May 2019
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
31 May 2019
Audioboom Group plc
("Audioboom" or the "Company")
Final audited results for 13-month period ended 31 December
2018
Audioboom (AIM: BOOM), the leading global podcast company,
announces its final audited results for the 13-month period ended
31 December 2018.
Financial highlights
-- Revenue increased 92% to US$11.7 million (12 months ended 30
November 2017: US$6.1 million), with significant growth in the
final three months of the period
-- Adjusted EBITDA* loss reduced to US$5.1 million (12 months
ended 30 November 2017: loss of US$5.6 million), with much improved
performance in the final three months of the period
-- Group cash as at 31 December 2018 of US$1.6 million (30
November 2017: US$1.0 million) - operating cash flow breakeven
achieved in the final three months of the period
*earnings before interest, tax, depreciation, amortisation,
share based payments and before material one-off items (including
the costs of the aborted Triton Digital transaction and corporate
restructuring)
Operational highlights and KPIs
-- Key performance indicators ('KPIs') all delivered significant growth:
o Revenue per 1,000 listens in the US (eCPM) increased to
US$25.87 in December 2018, up 74% from US$14.87 in November
2017
o Brand advertiser count of 160 in December 2018, up 65% from 97
in November 2017, with new tier one advertisers including Bose and
TiVo
o Total available premium advertising impressions grew to a
total of 1,015m in the 2018 financial period, up from 671m in 2017,
an increase of 51%
-- Company's focus on working with the most prominent podcasts
demonstrated with notable new content including a multi-year
contract for 'Casefile', a popular true crime podcast, and 'And
That's Why We Drink', one of the biggest new podcasts of 2018; and
the re-signing of 'No Such Thing As A Fish' and 'The Totally
Football Show', two of the UK's biggest podcasts by listens
-- Co-production partnerships established with leading existing
brands and broadcasters, including 'Beyond the Grid' with Formula
One, to enhance gross margins
-- Audioboom Original Network (AON) traction and growth
continues with 11 shows produced from the Group's New York and
London studios, creating original intellectual property and
generating higher margins than third party podcasts
-- Successful launch of Sonic Influencer Marketing, a platform
enabling brands to secure advertising within any globally available
podcast
-- Completed Spotify API integration; sales agreement with
Starburns Audio, a new podcasting network created by Starburns
Industries; and international sales partnership agreement with The
Podcast Exchange in Canada
-- Withdrew from proposed reverse acquisition of Triton Digital
Canada Inc, a leading technology provider to the online audio
industry when, despite significant demand, it was not possible to
complete the associated fundraise
Post-period end highlights
-- KPIs for Q1 2019 all demonstrated further significant growth over prior year**:
o Trading ahead of management expectations with record quarterly
revenue of c.US$4.6 million, up 180% on Q1 2018 (US$1.6
million)
o Brand advertiser count of 178 as at 31 March 2019, up 55% on
the same period last year (31 March 2018: 115)
o Revenue per 1,000 listens in the US (eCPM) at US$23.77, up 67%
on same quarter last year (Q1 2018: US$14.27). Note, this was lower
than Q4 2018 due to higher inventory being available in Q1 2019
o Total available premium advertising impressions of 305
million, up 28% from same period last year (Q1 2018: 239
million)
**The financial period ended 31 December 2018 was a 13-month
period. In order to provide appropriate like-for-like comparisons,
the Q1 2018 comparable period referred to herein is 1 January - 31
March 2018
-- Raised a total of GBP4.3 million (before expenses) from a
placing and subscriptions to secure leading podcasting talent and
shows, and develop co-production and AON opportunities, which are
expected to further improve the Group's performance over the course
of 2019 and beyond
-- Strong pipeline of high revenue producing podcast content and
talent and other opportunities
-- Ongoing cost control continues as the Company recognises the
reduction and repurposing of headcount costs and the savings made
from renegotiated hosting, bandwidth and ad serving costs
Rob Proctor, CEO of Audioboom, commented: "I am delighted the
significant investments we've made in people and technology over
the past couple of years have been reflected in these financial
results with revenue increasing 92% for the period and the Company
achieving cashflow break-even over the final three months.
"We signed some impressive new content during the period,
including 'Casefile', 'And That's Why We Drink' and also re-signed
two of the UK's biggest podcasts, by number of listens. I am
particularly pleased with the success of our Audioboom Originals
Network programming with both the London and New York studios
creating more than 11 shows, which expands our operating margins
and creates valuable intellectual property for the Company. The
entire audio entertainment industry is already beginning to value
intellectual property within the sector and we have already seen
several large industry players, such as Spotify, acquiring
podcasting businesses over the past 12 months and Luminary, a
podcast start up, raise US$100m.
"The recent successful placing and subscription for new shares
in the Company positions us well to acquire even more talent and
valuable third-party podcasts to both maintain our leading market
position across the United States and Europe, and drive further
material revenue growth this year."
Notice of AGM
Audioboom will today issue and post to its registered
shareholders its Annual Report and Accounts for the 13-month period
ended 31 December 2018, including a notice convening the Annual
General Meeting ("AGM"). This document will shortly be available
for viewing on the Company's website (www.audioboomplc.com).
The AGM is to be held at the offices of Fladgate LLP at 16 Great
Queen Street, London WC2B 5DG at 10.00am on Thursday 20 June
2019.
Registered shareholders and/or duly authorised corporate
representatives or proxies intending to attend the AGM are advised
to bring evidence of their shareholding or authorisation with
them.
Enquiries
Audioboom Group plc Tel: +44(0)20 7403 6688
Rob Proctor, Chief Executive Officer
Brad Clarke, Chief Financial Officer
Allenby Capital Limited (Nominated adviser Tel: +44(0)20 3328 5656
and Broker)
David Hart /Alex Brearley/Asha Chotai
Walbrook PR Limited (PR & IR Advisers) Tel: +44(0)20 7933 8780
Paul Cornelius / Nick Rome / Sam Allen or audioboom@walbrookpr.com
About Audioboom
Audioboom is the leading global podcast company, consolidating
the business of on-demand audio, making content accessible,
wide-reaching and profitable for podcasters, advertisers and
brands. Audioboom operates internationally, with operations and
global partnerships across North America, Europe, Asia and
Australia, and addresses the issue of disparate podcast services by
putting all of the pieces of the puzzle together under one
umbrella, creating a user-friendly, economical experience.
Audioboom hosts over 13,000 content channels, with key partners
including A+E Networks (US), Associated Press (US), 'Astonishing
Legends' (US), 'Casefile True Crime' (Aus), Edith Bowman (UK),
'Felon True Crime Podcast' (Aus), Jonathan Ross (UK), 'Moneycontrol
Podcast' (India), 'No Such Thing As A Fish' (UK), Red FM (India),
Starburns Audio (US), 'The Cycling Podcast' (UK), 'The Totally
Football Show' (UK), 'The True Geordie Podcast' (UK) and
'Undisclosed' (US).
Original content produced by Audioboom includes 'Formula 1(R):
Beyond the Grid' (UK), 'And That's Why We Drink' (US), 'Dead Man
Talking' (UK), 'Blank Check' (US), 'The 45th' (US), 'Covert' (US),
'Deliberations' (US), 'It's Happening with Snooki & Joey' (US),
'Mafia' (US) and 'Night Call' (US).
The platform receives over 90 million listens per month and
allows partners to share their content via Apple Podcasts,
BookMyShow, Deezer, Google Podcasts, iHeartRadio, RadioPublic,
Saavn, Spotify, Stitcher, Facebook and Twitter as well as their own
websites and mobile apps.
For more information, visit audioboom.com.
CHAIRMAN'S STATEMENT
Having joined the Board of your Company on 1 September 2018, I
am pleased to present my first Chairman's Statement.
Prior to my arrival, the Company had faced significant
challenges in 2018, created in large part by the distraction and
financial cost of the aborted Triton Digital acquisition earlier in
the year. It is therefore testament to the Company's staff and
supportive shareholders and partners that, driven by the strong
recovery in performance in the final three months of the year, the
Company continues to enhance its position as the leading global
podcast company. The continued rapid growth in the podcasting
industry and growing recognition by advertisers, particularly in
the US, positions Audioboom strongly to continue to take advantage
of the opportunities ahead.
In his CEO Review, Rob Proctor provides detail around the
Company's strategy, operational and financial performance, and
recent update and outlook. The Board is delighted with the strong
growth in revenue and performance across all operational KPIs in
2018, the continued focus on cost control, and the strong start to
2019.
We were pleased to secure an additional GBP4.3 million in growth
funding post-period end, with GBP2.8 million of this recently
raised at a premium to the prevailing market price and at almost
double the price of the initial raise earlier this year. This will
allow the Company to acquire high revenue producing, established
podcasts and talent which will further drive revenues and
strengthen Audioboom's core US operations. Once again, the support
of our existing shareholders has been crucial and we were delighted
to welcome a number of new investors to our register. The Board
also hopes to be able to secure a new guarantee facility which
would provide the Company with further financial means to assist in
the acquisition of new podcast talent in our high growth
market.
In terms of Board changes, Brad Clarke was appointed to the
Board as Chief Financial Officer on 1 September 2018 (having joined
the Company in March 2018) and Malcolm Wall stepped down as
non-executive Chairman at the same time after four years on the
Board. Brad has already made a significant positive impact on the
Company's financial controls, reporting and budgeting and the Board
takes great confidence from his involvement. The Board would again
like to thank Malcolm Wall for steering the Company through its
early, and often challenging, years on AIM.
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,
particularly given the challenges of last year. Given the momentum
generated in the final three months of 2018 and in the year to
date, the Board is optimistic and excited about the opportunities
that lie ahead for the balance of 2019 and beyond, with further
strong growth in revenue expected.
Michael Tobin OBE
Chairman
30 May 2019
CHIEF EXECUTIVE OFFICER'S REVIEW
Introduction
Audioboom is one of the world's largest spoken word platforms
and a digital online market-place that matches advertisers and
brands with targeted audiences that listen to digital spoken word
content across different audio genres including, but not limited
to, news, sport, current affairs, true crime and entertainment.
Each piece of audio provides an opportunity for the Company to
place traditional audio or video advertisements ('ads') at the
beginning, middle and end of the content ('pre, mid and post roll
advertising'), as well as opportunities for 'live host read' or 'in
read' advertising, and it is our vision to become the world's
leading B2B advertising and digital audio content distribution
company for both content creators and publishers.
2018 posed exceptional challenges for the business with the
considerable distraction of the aborted Triton acquisition. Against
this backdrop, it was hugely satisfying that our revenues have
almost doubled and our adjusted EBITDA loss reduced. More
significant was the Company's cash flow break even performance in
the final three months of the period, which was achieved through
higher revenues, continued cost control and improved financial
processes.
As the profile of podcasts and on-demand audio continued to
expand in 2018, audiences and digital advertising budgets continue
to flock to the podcast medium - representing a tremendous
validation of our business model. During 2018, Audioboom
consolidated its position as the 'go to' platform for top talent
and broadcasters such as The Official Formula 1 Podcast 'Beyond The
Grid', Fox Broadcasting's 'Dish Nation', Studio 71's 'Something
Scary', as well as top tier independent podcasts like 'Casefile',
'And That's Why We Drink' and 'Morning Toast'.
The excellent results for the final three months of 2018,
together with 2019 year-to-date performance, pre-booked advertising
campaigns and content acquisition pipeline, all point towards
further significant improvements in 2019.
Strategy
The Company has currently sold the majority of its available
advertising inventory for 2019 across its top ten podcasts, whilst
at the same time recording substantial growth in the number of
active advertisers. The Company's strategy is therefore now heavily
focused on accelerating its acquisition of established, popular
podcasts and production of its own podcasts, as the Board believes
that substantial growth opportunities are available to Audioboom
via the acquisition of both established 'Tier 1' podcasts and the
creation of Audioboom Originals content.
Where appropriate, leading podcasters and podcast content
providers can seek upfront advance payments (which are fully
recoupable over the life of the contract) and minimum revenue
guarantees in podcast acquisition negotiations. In addition, the
Board believes that there are listener and revenue benefits to be
gained from supporting podcasts on the Audioboom network with
modest marketing and promotional budgets, in order to accelerate
monetisable audience sizes. Typically, established Tier 1 podcasts
require high, yet commensurate, minimum guarantees and advances,
whilst new podcasts typically require only a low (or no) minimum
revenue guarantee.
The Board believes that the Company is now able to provide
increasingly accurate forecast revenues for major, established
podcasts. Using podcast frequency and listener data, conservative
assumptions regarding the revenue per 1,000 listens (eCPM) rates
that a particular show will command, anticipated sell through rates
and the number of advertising slots per episode, Audioboom is able
to generate a minimum and maximum range of predicted gross annual
revenues.
Audioboom's strategy involves using these revenue predictions to
determine the appropriate levels of advances that can be offered in
order to win or renew established, revenue generating podcasts.
Audioboom has also used its forecasting process to determine a
number of non-preferred podcast content acquisition opportunities,
where the cost-effectiveness of the minimum guarantees required are
not as attractive as other opportunities. The Board believes that
this strategy will assist in managing the balance of potential
risks and rewards in relation to Audioboom providing minimum
guarantees or advances.
The established listener bases of existing Tier 1 podcasts can
be brought onto Audioboom's platform quickly via a redirection of
their RSS feeds following acquisition, which ensures predictable
and repetitive revenues.
Additionally, Audioboom will continue to roll out its
co-productions and Audioboom Original Network productions, thus
enhancing its long-term IP position and improving its overall gross
margins.
Geographically, Audioboom is fully committed to growing its
market share in its key markets of the USA and UK, whilst
continuing to develop strong local partnerships in India, Australia
and Canada.
Overview of the market
The global podcast market goes from strength to strength,
especially in Audioboom's major market, the USA. The latest
Infinite Dial survey for 2019 highlights some of the following
trends:
-- 70% of the US population aged 12 years and over is now
familiar with podcasting, up from 64% in 2018
-- 51% of this US population (c. 144 million people) have now
listened to a podcast, up from 44% in 2018
-- 32% (c. 90 million people) have listened to a podcast in the
last month, up from 26% in 2018
-- 22% (c. 62 million people) now listen weekly to podcasts, up from 17% in 2018
-- Growth amongst 12-24 year olds is up a full 10% points
-- Monthly podcast listening on Spotify has increased to 53% of
its total user base, up from 32% in 2018
-- 52% of the US listening population listen to 4 or more podcasts per week
Operational review
I am pleased to report upon another important year in terms of
monetisation, financial results and operational progress across all
our key performance indicators ('KPIs').
KPIs
-- Revenue per 1,000 listens in the US (eCPM) increased to
US$25.87 in December 2018, up 74% from US$14.87 in November
2017
-- Brand advertiser count of 160 in December 2018, up 65% from
97 in November 2017, with new tier one advertisers including Bose
and TiVo
-- Total available premium advertising impressions grew to a
total of 1,015m in the 2018 financial period, up from 671m in 2017,
an increase of 51%
Content partners
The Company's focus on working with the most prominent podcasts
was demonstrated with notable new content including 'Casefile', a
major true-crime podcast, and 'And That's Why We Drink', one of the
biggest new podcasts of 2018. Together with the re-signing of 'No
Such Thing As A Fish' and 'The Totally Football Show', this
reflects the growing industry recognition of Audioboom as the
'go-to' podcast advertising company for podcasters and advertisers
across the globe.
Casefile
In January 2018, Audioboom announced that it had signed a
multi-year contract to host and monetise Casefile, a true crime
podcast which was originally launched in January 2016. Casefile has
been downloaded more than 154 million times since partnering with
Audioboom.
And That's Why We Drink
In September 2018, Audioboom signed a commercial agreement to
distribute and monetise one of the biggest new podcasts of the
year, 'And That's Why We Drink'. The podcast has been downloaded
more than 22 million times since the start of the partnership and
Audioboom sold 100% of the available advertising inventory for the
podcast during Q1 2019.
No Such Thing As A Fish and The Totally Football Show
The Company was delighted to have extended its commercial
partnerships with these two podcast partners during the period. As
two of the UK's biggest podcasts by listens, the extended
relationship should help further drive unique users and advertising
impressions as the Company builds on the strong momentum achieved
to date. Combined, the two shows have been downloaded more than 216
million times in the past year.
Audioboom Originals
During 2018, Audioboom continued to develop the Audioboom
Originals Network. This initiative is central to the Audioboom
business model, creating original intellectual property and helping
to grow gross margin.
Audioboom produces 11 'owned and operated' shows from its New
York and London studios, including 'Blank Check', 'Night Call',
'Deliberations', 'It's Happening', 'The 45(th) ', and 'Chrisley
Confessions'. Audioboom Originals is creating more than six million
available 'in-read' advertising impressions per month.
In 2019, we expect that the Audioboom Originals Network will
continue to grow significantly, making a material contribution to
the Company's revenue mix. The roster of productions continues to
develop well, with second or later seasons of 'Mafia', 'Covert',
'Dead Man Talking' and 'INBOX' all due to be available in 2019. New
podcasts launching during 2019 on the Audioboom Originals Network
include 'Truth Vs Hollywood', 'Notorious Killers', 'A Life Lived',
'Truly' and 'Teachers'.
Co-productions
Audioboom's co-production partnerships enable existing brands
and broadcasters to develop a podcasting footprint by utilising
Audioboom's production expertise and distribution capability.
Audioboom works closely with a brand to develop and produce high
quality content and the brand leverages its owned properties to
grow audience for the show, with Audioboom also acting as the
exclusive advertising sales partner. This initiative is key to
growing our gross margin.
Formula 1(R) Podcast
In June 2018, the Company announced that it had signed an
agreement with Formula One Digital Media Limited for an official
weekly podcast, titled 'Beyond the Grid' with the podcast being
co-produced, hosted and distributed by Audioboom. The partnership
was extended in February 2019 through to February 2021.
'Beyond the Grid' has been downloaded more than 2.5 million
times since the start of the 2019 Formula One season.
The podcast is sponsored by Bose, while other advertisers can
pay for episodic live reads throughout the podcast series.
Subscription service
Audioboom launched its own podcast subscription service in 2017,
which allows content creators with smaller audiences to host
content, measure and distribute their podcasts to all the major
consumption platforms, and opt into advertising, should they wish
to. The entry subscription service costs US$9.99 per month and
applies to podcast creators on the Audioboom platform achieving
fewer than 10,000 downloads per month.
In February 2019, a second tier was added to the subscription
service for podcast creators achieving between 10,000 and 25,000
downloads per month. This tier costs US$19.99 per month.
Sonic Influencer Marketing
In August 2018 Audioboom launched Sonic Influencer Marketing
('Sonic'), a platform enabling brands to secure advertising within
any globally available podcast. Sonic manages the full podcast
advertising process for its brand clients, including campaign
execution, billing and performance optimisation.
More than 22 brands already utilise Sonic including Sony UK,
Article, Instacart, HumanN and Outerknown.
SONR News Limited
During the period the majority of SONR staff left the Company as
Audioboom focused its resources on revenue generating initiatives.
SONR is currently exploring opportunities and partnerships to
exploit its NLP and AI technology.
Key commercial agreements
Spotify - integration of API
In June 2018, Audioboom announced a review of the first year of
its strategic partnership with Spotify Technology SA
('Spotify').
Audioboom's listens and live read ad inventory via the Spotify
streaming service had increased over the twelve-month period to 31
May 2018 to approximately 10% of its total listenership, following
the successful implementation of a distribution partnership with
Spotify. This increase could be attributed to just 1% of
Audioboom's content being available on the Spotify platform at that
time.
The Company has now completed its technical API integration,
which now allows for all of Audioboom's content to be available to
Spotify. This fulsome integration also ensures that Audioboom is
able to track listenership metrics for its content within the
Spotify ecosystem and thus enhance its attractiveness to agencies
and brands looking to advertise on its premium podcast content. As
a result, Spotify is now established as the Company's second
biggest distribution platform after Apple Podcasts, with
Audioboom's on-demand podcasts, such as 'Mafia' and 'Drink Champs',
now featured on the Spotify platform across multiple content
categories.
Importantly, the ability to deliver embedded Audioboom host read
advertising and programmatic advertising inside the Spotify
platform has resulted in increased revenue for Audioboom and its
podcast partners as more listeners are on-boarded.
Increased listens and advertising revenues as a result of
partnerships are a key part of the Company's future growth
strategy, which involves utilising third-party relationships and
technology platforms to widen reach and the ability to grow
additional revenue streams.
Starburns Audio ('SBA')
In June 2018, Audioboom announced that Starburns Audio, a new
podcasting network created by Starburns Industries, the production
studio behind Rick and Morty, HBO's Animals, and the Academy
Award-nominated Anomalisa, had entered into an advertising sales
agreement. Its network of shows is a mix of Apple Podcasts' comedy
Top 50 mainstays and exciting new shows, including: 'Harmontown',
'Small Doses' with Amanda Seales, 'Dumb People Town', 'Glowing Up',
and 'Natch Beaut'. The partnership has since been extended until
April 2021.
The Podcast Exchange ('TPX')
An agreement with TPX focuses on the Canadian region and makes
Audioboom the first podcast platform to partner with this network.
Launched in February 2018, TPX, which does not make or sell its own
content, combines research-driven strategy, advanced metrics, sales
expertise and geo-targeting, providing advertisers with better
monetisation opportunities within the Canadian podcast
audience.
Aborted Triton Digital deal
In February 2018, the Company announced its intention to acquire
the entire issued share capital of Triton Digital Canada Inc
('Triton'), the parent company of Triton Digital, Inc., for a cash
consideration of US$185 million (approximately GBP134 million).
Triton is a leading technology provider to the online audio
industry, headquartered in the USA.
In May 2018, Audioboom announced that the Company's proposed
acquisition would not be proceeding as the Company was unable,
despite significant investor interest, to raise the necessary funds
required to complete the transaction.
Audioboom incurred c. US$1.7 million of costs in relation to
this aborted transaction. The Board is of the view that the Company
lost a total of approximately US$5 million in revenues over the
first nine months of 2018, due to the aborted acquisition, as the
costs of this transaction prevented a number of podcast renewals
and the acquisition of new podcast content. The Board is pleased
that, following this disruption, the Company's growth trajectory
has been re-established, as evidenced by trading for the final
three months of 2018 and the first quarter ended 31 March 2019.
Financial review
In 2018, the Company recorded revenue growth which significantly
outperformed the growth in the overall podcast advertising market.
This was achieved despite the enormous operational challenges that
the Company faced in 2018 and, with more money now flowing into the
space, some of our major competitors now being backed by companies
with access to significant resources.
Revenue growth accelerated in our core revenue segment; premium
in-read advertising for our podcast partners. This core segment was
assisted by the breakthrough year for our UK sales operation, who
have now established a premium advertising sales market in this
territory. Encouraging revenue contributions were also made through
the launch of Sonic Influencer Marketing in August 2018 and by the
Audioboom Originals Network, in its first full year and with a
roster of exciting new shows.
Revenue increased by 92% to US$11.7 million for the 13 months to
31 December 2018 from US$6.1 million (12 months to 30 November
2017), with significant growth recorded in the final three months
of the period. In 2018, 83% of Group revenue was generated in the
United States, which is the largest and most developed market for
podcasting. US revenue represented 90% of Group revenue in 2017,
with the change in contribution being due to the increased revenue
generated from the UK sales operation, proving that the premium
advertising sales model works in that territory.
The Company continued to control overheads and a 'benefit' of
the aborted Triton Digital transaction meant that the Company had
to scrutinise all aspects of its cost base to ensure only required,
and appropriate, resources were dedicated to operational areas. The
Company underwent a restructuring programme in 2018, removing a
number of non-revenue generating employees, and repurposed part of
that headcount to revenue generating sales and production staff.
The Company implemented a number of cost reduction procedures in
2018, including; closing its Australian office and moving to a
partnership agreement in that territory, and also renegotiating the
contracts for hosting and bandwidth costs incurred, a material part
of the Company's cost base. This renegotiation will yield in excess
of a 20% annualised saving for hosting and bandwidth costs. We
continue to monitor the cost base closely and align it to the
Company's operational demands and in 2019 we will recognise the
full year impact of those headcount reductions and hosting and
bandwidth savings secured in 2018.
The Company's overall trading for the period, as measured by
adjusted EBITDA (earnings before interest, tax, depreciation,
amortisation, share based payments and before exceptional items
(including the costs of the aborted Triton Digital transaction and
corporate restructuring)), recorded an improvement to a loss of
US$5.1 million (13 months to 31 December 2018) from US$5.6 million
(12 months to 30 November 2017), with much improved performance in
the final three months of the period.
The cash outflow from operating activities fell to US$7.3
million for the 13-month period (12 months to 30 November 2017:
US$8.1 million), with operating cash flow breakeven achieved in the
final three months of the period. It should be noted that the 2018
cash outflow from operating activities of US$7.3 million included
US$1.7 million of costs of the aborted Triton Digital transaction.
Excluding these costs, cash outflow for the 13-month period was
US$5.6 million, a 30% reduction in cash outflow versus 2017.
The encouraging stability of the cash position in the final
three months of the period was a result of a combination of
positive working capital factors; sustained revenue growth during
the second half of 2018; significantly improved cash collection in
the second half of 2018, as supported by the reduction in
collection days from 139 days in 2017 to 94 days in 2018; and the
implementation of a new bespoke global podcast advertising booking
system which has significantly reduced the time taken to distribute
invoices to customers. Trade payable days are in line with
expectations given the increased trading in the final three months
of 2018 and the payment terms offered to podcast partners.
During the period, the Company raised US$7.7 million (before
expenses) from the issue of convertible loan notes and a placing
and subscription of ordinary shares for working capital and growth
initiatives. Net cash at the period end was US$1.6 million (30
November 2017: US$1.0 million).
The financial results shown above, in particular in respect of
the final three months of the period, illustrate that the drive to
increase revenues whilst maintaining strong cost management is
working and should deliver significant shareholder value as the
Company continues its journey towards positive cash-flow.
Financial year end and reporting currency
The Company has changed its accounting reference date and
financial year end from 30 November to 31 December, with the period
under review covering 13 months to 31 December 2018. Further, given
that the Company derives the majority of its revenues in US
Dollars, the Company has moved to reporting in US Dollars for the
period under review and going forward.
Recent fundraising
Post period end, the Company raised GBP1.5 million in February
2019 by way of a subscription at a price of 1.3 pence per share and
recently completed a placing and subscription to raise a further
GBP2.8 million of new equity funding at a price of 2.5 pence per
share.
In order to support and continue the strong revenue growth
experienced by Audioboom in Q4 2018 and Q1 2019, the net proceeds
of these funding rounds have been, and will be, predominantly used
to:
-- accelerate established podcast content acquisition, where
such opportunities have predictable revenues
-- further develop co-production content partnerships, with a
view to increasing gross revenues and gross margins
-- grow the Company's slate of Audioboom Originals productions,
with a view to increasing gross revenues, gross margins and
delivering valuable original content
Guarantee arrangements
As previously announced, in order for the Group to secure
additional leading podcast content and talent, over and above that
to be secured with the proceeds of the recent fundraise and without
tying up further working capital, Michael Tobin, the Company's
Chairman, and Candy Ventures sarl, a substantial shareholder in the
Company, intend to enter into an agreement for a facility that can
provide the necessary minimum revenue guarantees to the relevant
content partners.
These guarantees are expected to be provided via a special
purpose vehicle ('SPV'). It is expected that the SPV will provide
the content partners with guarantees of up to approximately US$4
million in aggregate, securing the minimum guaranteed advertising
revenue share payable to the content partners pursuant to their
commercial agreements with Audioboom.
In return for providing the guarantees, Audioboom will agree to
pay the SPV an amount equivalent to 8% of the net advertising
revenue received by Audioboom in respect of the relevant content
partners' podcasts for which the guarantee has been provided (after
paying the content partner its share). In addition, the providers
of the guarantees will be granted warrants to subscribe for
ordinary shares in the Company on the basis of 2.5 million warrants
(in aggregate and prior to the proposed share consolidation
described below) for each US$1 million of guarantee provided (the
'Warrants'). The exercise price of the Warrants will be at a
premium to the Company's current mid-market share price.
There is no guarantee that the agreement for the provision of
the necessary minimum revenue guarantees to relevant content
partners will proceed, nor as to the timing or terms thereof,
however, significant progress has been made in these respects and
the Company would hope to make an appropriate announcement with
further details in the near future. Given that Michael Tobin and
Candy Ventures sarl are related parties of Audioboom in accordance
with rule 13 of the AIM Rules, any such transactions involving
Michael Tobin and Candy Ventures sarl will be subject to
confirmation from the Company's independent Directors, having
consulted with the Company's nominated adviser, Allenby Capital
Limited, that the transactions are considered to be fair and
reasonable insofar as Shareholders are concerned.
Proposed share consolidation
At this year's Annual General Meeting, the Board will be seeking
shareholder approval for the consolidation of all the existing
ordinary shares of no par value each of the Company into new
ordinary shares of no par value each on the basis that each 100
existing ordinary shares will be consolidated into one new ordinary
share (disregarding fractions), effective immediately upon the
conclusion of the AGM.
Shareholders with a holding of existing ordinary shares which is
not exactly divisible by 100 will have their holdings rounded down
to the nearest whole number of new ordinary shares. Holders of
fewer than 100 existing ordinary shares will not be entitled to
receive any new ordinary shares following the proposed share
consolidation. Any fractional entitlements arising from the share
consolidation will be aggregated and sold in the market and,
subject to article 50 of the Company's articles of association
('Articles'), the net proceeds will be distributed among the
persons entitled to them in accordance with the Articles.
The Board believes that the consolidation of the Company's share
capital will result in a more appropriate number of shares in issue
for the Company and may help to make the new ordinary shares more
attractive to investors.
Immediately following the share consolidation, Shareholders will
still hold the same proportion of the Company's ordinary share
capital as before the share consolidation (save in respect of the
fractional entitlements). The record date for the share
consolidation will be 20 June 2019. The new ordinary shares will
carry equivalent rights under the Articles to the existing ordinary
shares.
All entitlements under outstanding options and warrants shall be
recalculated accordingly as a result of the share consolidation
with entitlements rounded down to the nearest whole share.
Following the share consolidation, the existing ordinary shares
will no longer be in issue in their current form and certificates
in respect of the same will be invalid. New share certificates in
respect of new ordinary shares are expected to be posted, at the
risk of shareholders, by 5 July 2019 to those shareholders who
currently hold their existing ordinary shares in certificated form
(and who hold more than 100 existing ordinary shares). These will
replace existing certificates which should be destroyed. Pending
the receipt of new certificates, transfers of new ordinary shares
held in certificated form will be certified against the register of
members of the Company.
Current trading
On 3 April 2019, the Company reported impressive and continued
growth in all of its KPIs for the first quarter of this year*:
-- Trading ahead of management expectations with record
quarterly revenue of c.US$4.6 million, up 180% on Q1 2018 (US$1.6
million)
-- Brand advertiser count of 178 as at 31 March 2019, up 11% on
last quarter (31 December 2018: 160) and up 55% on the same period
last year (31 March 2018: 115)
-- Revenue per 1,000 listens in the US (eCPM) at US$23.77, up
67% on same quarter last year (Q1 2018: US$14.27)
-- Total available premium advertising impressions of 305
million, up 28% from same period last year (Q1 2018: 239
million)
*The financial period ended 31 December 2018 was a 13-month
period. In order to provide appropriate like-for-like comparisons,
the Q1 2018 comparable period referred to above is 1 January - 31
March 2018
On 25 February 2019, Audioboom announced that the forward
in-read advertising bookings and monthly recurring revenues from
programmatic advertising and podcast subscriptions for 2019 already
exceeded the Company's total revenues for the 13-month period ended
31 December 2018. Audioboom continues to book forward in-read
advertising revenue to drive further past the 2018 revenue
total.
Some of the notable content partnerships recently negotiated by
the Company include:
- Studio71 (Los Angeles) - a leading digital video studio and
network with 7 billion monthly Youtube views;
- SBI Audio and its slate of 50 established shows;
- Formula1(R) and 'Beyond the Grid'; and
- Main Event Media - a production company that is part of All3Media.
Outlook
We are delighted with our performance in 2019 to date, with the
recent funding allowing the Company to accelerate the signing of
great new podcasts and a meaningful plan for an extended slate of
co-produced and original podcasts, which will be delivered over the
second half of 2019 and through 2020.
The increased volume of premium content is being matched by our
industry leading sell through rates. Record quarterly revenue of
US$4.6 million was reported for the first quarter of 2019, which is
typically the quietest quarter in the year, and we expect for this
growth to continue through the rest of 2019. The sales teams in our
major territories have done an exceptional job of pre-booking
campaigns across the whole of 2019, which means that we have great
visibility on our year end revenues and our forecasting is now the
most accurate it has been in the Company's history.
In addition, Sonic Influencer Marketing, our new platform
enabling brands to secure advertising within any globally available
podcast which launched in July 2018, hit the ground running,
creating US$0.8 million in revenue in the second half of 2018.
Growth in the first quarter and advanced bookings for 2019 mean
that Sonic will significantly contribute to Audioboom's overall
revenues for 2019. Podcasting is now a significant growth sector in
digital media for brands and broadcasters looking to consolidate or
add podcast creation and content to their platforms and we are
involved in more content negotiations and commercial opportunities
than ever before. We are ideally positioned to benefit from this;
and the continued corporate activity within the sector demonstrates
Audioboom's potential to deliver significant shareholder value this
year.
Rob Proctor
Chief Executive Officer
30 May 2019
AUDIOBOOM GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 31 DECEMBER 2018
13 months 12 months
to 31 December to 30 November
2018 2017
Notes US$'000 US$'000
Continuing operations
Revenue 2 11,656 6,056
Cost of sales (8,505) (4,198)
----------------- -----------------
Gross profit 3,151 1,858
Administrative expenses (11,381) (8,266)
----------------- -----------------
-------------------------------------------- ------ ------------------ ------------------
Adjusted operating loss (5,089) (5,629)
- Costs of acquisition - (128)
- Amortisation of intangible assets (578) (442)
- Share based payments 8 (385) (155)
- Depreciation (77) (54)
- Corporate transaction costs 4 (1,708) -
- Restructuring costs (393) -
---------------- ----------------
-------------------------------------------- ------ ------------------ ------------------
Operating loss (8,230) (6,408)
Finance income - 1
Finance costs (130) -
---------------- ----------------
Loss before tax (8,360) (6,407)
Income tax credit 272 266
---------------- ----------------
Loss for the financial period attributable
to equity holders of the parent (8,088) (6,141)
---------------- ----------------
Other comprehensive loss
Foreign currency translation difference (450) (67)
---------------- ----------------
Total comprehensive loss for the period (8,538) (6,208)
======== ========
Loss per share
from continuing operations
Basic and diluted 5 (0.77) cents (0.73) cents
============ ============
All results for both periods are derived from continuing
operations.
AUDIOBOOM GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2018
As at 31 December As at 30 November
2018 2017
Notes US$'000 US$'000 US$'000 US$'000
ASSETS
Non-current assets
Intangible assets 2,420 3,181
Property, plant and equipment 152 122
--------------- ---------------
2,572 3,303
Current assets
Trade and other receivables 4,169 3,312
Cash and cash equivalents 1,581 968
--------------- ---------------
5,750 4,280
------------------- -------------------
TOTAL ASSETS 8,322 7,583
------------------- -------------------
Current liabilities
Trade and other payables (4,087) (2,674)
Deferred taxation (203) (383)
------------------- -------------------
NET CURRENT ASSETS 1,460 1,223
------------------- -------------------
NET ASSETS 4,032 4,526
========= =========
EQUITY
Share capital 6 - -
Share premium 6 50,883 43,224
Issue cost reserve (2,048) (2,048)
Foreign exchange translation
reserve (530) (80)
Reverse acquisition reserve (3,380) (3,380)
Retained earnings (40,893) (33,190)
---------------- ----------------
TOTAL EQUITY 4,032 4,526
======== ========
AUDIOBOOM GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIODED 31 DECEMBER 2018
13 months 12 months
to 31 December to 30 November
2018 2017
US$'000 US$'000
Loss from continuing operations (8,088) (6,141)
---------------- ----------------
Loss for the period (8,088) (6,141)
Adjustments for:
Taxation credit (272) (266)
Amortisation of intangible assets 578 442
Effect of retranslation of intangible 183 -
assets
Depreciation of fixed assets 77 54
Effect of retranslation of fixed assets 25 14
Share based payments 385 155
Increase in trade and other receivables (856) (1,399)
Increase in trade and other payables 1,413 1,497
Foreign exchange loss (715) (2,416)
---------------- ----------------
Cash flows from operating activities (7,270) (8,060)
Taxation received 214 -
---------------- ----------------
Net cash used in operating activities (7,056) (8,060)
---------------- ----------------
Investing activities
Purchase of intangible assets - (575)
Purchase of property, plant and equipment (82) (123)
Cash on acquisition of subsidiary - 18
Interest receivable - 1
---------------- ----------------
Net cash used in investing activities (82) (679)
---------------- ----------------
Financing activities
Convertible loan interest and fees (130) -
Proceeds from convertible loan notes 1,995 -
Proceeds from issue of ordinary share
capital 5,794 8,456
---------------- ----------------
Net cash generated from financing activities 7,659 8,456
======== ========
Net increase/(decrease) in cash and
cash equivalents 521 (283)
---------------- ----------------
Cash and cash equivalents at beginning
of period 968 858
Effect of foreign exchange rate changes 92 393
---------------- ----------------
Cash and cash equivalents at end of
period 1,581 968
======== ========
AUDIOBOOM GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 31 DECEMBER 2018
Share Share Issue Reverse Foreign Retained Total
capital premium cost acquisition exchange earnings equity
reserve reserve translation
reserve
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
At 30 November
2016 - 34,768 (2,048) (3,380) (13) (27,204) 2,123
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
Loss for the
period - - - - - (6,141) (6,141)
Issue of shares - 8,456 - - - - 8,456
Equity-settled
share-based
payments - - - - - 155 155
Other
comprehensive
income - - - - (67) - (67)
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
At 30 November
2017 - 43,224 (2,048) (3,380) (80) (33,190) 4,526
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
Loss for the
period - - - - - (8,088) (8,088)
Issue of shares - 7,659 - - - - 7,659
Equity-settled
share-based
payments - - - - - 385 385
Other
comprehensive
income - - - - (450) - (450)
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
At 31 December
2018 - 50,883 (2,048) (3,380) (530) (40,893) 4,032
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
Share premium
Share premium represents the consideration paid for shares in
excess of par value, 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.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIODED 31 DECEMBER 2018
1. 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 Group prepares its consolidated financial statements in
accordance with International Accounting Standards ('IAS') and
International Financial Reporting Standards ('IFRS') as adopted by
the EU. The financial statements have been prepared on the
historical cost basis, except for the revaluation of financial
instruments. The consolidated financial statements have been
prepared in accordance with and in compliance with the Companies
(Jersey) Law 1991 and were approved by the Board on 30 May
2019.
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 2018, but is derived from
the 2018 Annual Report. 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
statement 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.
The accounting policies used in completing this financial
information have been consistently applied in all periods
shown.
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 the foreseeable future.
Following the recently completed placing and subscription to raise
GBP2.8 million, the Board's forecasts for the Group, including due
consideration of the continued operating losses, projected increase
in revenues and decreasing cash-burn of the Group (and taking
account of reasonably possible changes in trading performance),
indicate that the Group will have sufficient cash available to
continue in operational existence for the next 12 months and
beyond. The Board believes that the Group is well placed to manage
its business risks, and longer term strategic objectives,
successfully. Therefore the Directors consider the going concern
basis appropriate.
2. REVENUE 13 months 12 months
to 31 December to 30 November
2018 2017
US$'000 US$'000
Subscription 199 99
Advertising 11,457 5,957
-------------- --------------
11,656 6,056
======= =======
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 Jersey.
The Group's revenue from external customers by geographical
location is detailed below:
13 months 12 months
to 31 December to 30 November
2018 2017
US$'000 US$'000
United Kingdom 1,901 381
Rest of the World 42 200
USA 9,713 5,475
-------------- --------------
11,656 6,056
======= =======
The Group invoiced 44% of its income to two customers who
represented more than 10% of the reported revenues.
The Group currently has three 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. STAFF COSTS 13 months 12 months
to 31 December to 30 November
2018 2017
Number Number
Average number of production, editorial
and sales staff 36 38
Average number of management and administrative
staff 11 11
-------------- ---------------
47 49
======= =======
US$'000 US$'000
Wages and salaries 4,490 3,773
Social security costs 556 362
Pension costs (defined contribution scheme) 81 50
Share based payments 175 155
-------------- ---------------
5,302 4,340
======= =======
4. CORPORATE TRANSACTION COSTS
On 13 February 2018, the Group announced its intention to
acquire the entire issued share capital of Triton Digital Canada
Inc for a cash consideration of US$185 million. On 15 May 2018, the
Group announced that the proposed acquisition would not be
proceeding as it was not possible to complete the placing required
to raise the required funds. The Group did however incur US$1.7
million of costs in relation to corporate fees incurred during the
aborted acquisition process.
5. LOSS PER SHARE
Basic earnings per share is calculated by dividing the loss
attributable to shareholders by the weighted average number of
ordinary shares in issue during the period.
IAS 33 requires presentation of diluted EPS when a company could
be called upon to issue shares that would decrease earnings per
share, or increase the loss per share. For a loss-making company
with outstanding share options, the net loss per share would be
decreased by the exercise of options. Therefore, as per IAS33:36,
the anti-dilutive potential ordinary shares are disregarded in the
calculation of diluted EPS.
Reconciliation of the loss and weighted average number of shares
used in the calculation are set out below:
Weighted average Per
Loss number of share amount
shares
13 months ended
31 December 2018
US$'000 Thousand Cents
Basic and diluted EPS
Loss attributable to shareholders: (8,088) 1,047,439 (0.77)
- Continuing and discontinued ========= ========= =========
operations
12 months ended
30 November 2017
US$'000 Thousand Cents
Basic and diluted EPS
Loss attributable to shareholders:
- Continuing and discontinued
operations (6,141) 837,547 (0.73)
========= ========= =========
6. STATED CAPITAL ACCOUNT No. of Share Share
shares capital premium
US$'000 US$'000
At 30 November 2016 638,021,678 - 34,768
Shares issued in the year
Shares issued at 1.5p each 15,076,262 - 289
Shares issued at 2.5p each 180,000,000 - 5,396
Shares issued at 2p each 40,613,698 - 1,006
Shares issued at 2.5p each as
consideration for the acquisition
of SONR News Limited 56,938,216 - 1,765
---------------------- ------------------- ---------------------
At 30 November 2017 930,649,854 - 43,224
---------------------- ------------------- ---------------------
Shares issued in the period
Shares issued at 2p each 76,041,095 - 2,023
Shares issued at 3p each 166,600,000 - 5,636
-------------------- --------------------- -----------------------
At 31 December 2018 1,173,290,949 - 50,883
=========== =========== ===========
There is no authorised share capital and all shares rank pari
passu. All issued share capital is fully paid up. All ordinary
shares have nil par value.
7. RELATED PARTY TRANSACTIONS
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note.
In April and May 2018, the Group issued convertible loan notes
for up to GBP1.5 million to Candy Ventures sarl, an investment
vehicle owned 90% by Nick Candy, the Group's largest shareholder,
and a former non-executive Director. Steven Smith, a Director of
the Company, is a 10% shareholder of Candy Ventures sarl. The terms
of the loan note provided for interest at a rate of 10% per annum
and an aggregate arrangement fee of GBP75,000. Pursuant to the
terms of the loan note, the Company had covenanted to maintain
sufficient shareholder authority to satisfy conversion of the
notes. Candy Ventures sarl agreed to waive this covenant, in order
to allow the Company to utilise its then existing share authorities
for its June 2018 fundraise. The Group drew down the full balance
of the loan note before converting the loan (and accrued interest)
into shares, in accordance with its terms, at 2p per share, at the
time of the Group's GBP4.5 million fund raise which concluded in
June 2018. Candy Ventures sarl also subscribed for 33,333,333
shares at 3p per share in that fund raise.
Roger Maddock, a non-executive Director of the Company,
subscribed for 3,333,334 shares at 3p per share on 8 June 2018
pursuant to the placing and subscription.
In conjunction with his appointment, Michael Tobin, the
non-executive Chairman of the Company, was awarded 30,000,000
warrants over new ordinary shares of no par value in the Company. A
first tranche of 10,000,000 warrants will be exercisable at a price
of 2.4p per share after 3 March 2019 and for five years thereafter.
A second tranche of 10,000,000 warrants will vest if the Company's
share price exceeds 4.4p for 60 days within any rolling six-month
period. The second tranche warrants will be exercisable at a price
of 4.4p from six months after vesting and for five years from that
date. A third tranche of 10,000,000 warrants will vest if the
Company's share price exceeds 6.4p for 60 days within any rolling
six-month period. The third tranche warrants will be exercisable at
a price of 6.4p from six months after vesting and for five years
from that date. Post period end the share price hurdles and
exercise prices were amended (see note 9). The warrants can only
vest if Michael Tobin is Chairman at the relevant time, however,
once vested, they remain exercisable throughout the relevant
exercise window irrespective of whether he is Chairman at the time
of exercise. The warrants are not transferable.
Following the departure of the Company's former chief financial
officer on 27 July 2017, various financial and accounting services
were provided under contract by an individual provided by Candy
Capital Limited ('Candy Capital'). Candy Capital is 100 per cent.
owned by Nick Candy, who is also a 90 per cent. shareholder of
Candy Ventures sarl, which is a substantial shareholder in the
Company. The aggregate fees invoiced to the Company by Candy
Capital in the period was US$75k (2017: US$46k), excluding value
added tax. Steven Smith, a director of the Company, is also a
director and 10 per cent. shareholder of Candy Ventures sarl.
8. SHARE-BASED PAYMENTS
2018 2017
US$'000 US$'000
Share option charge 4 155
Warrant charge 381 -
-------------- --------------
385 155
======== ========
The Company has share option schemes for employees of the Group.
Details of the share options granted during the period are as
follows:
2018 2017
Weighted Weighted
Average Average
Number of Exercise Number of exercise
Share options Price (GBP) Share options Price (GBP)
Outstanding at beginning
of period 62,174,511 0.020 66,710,418 0.021
Granted during the period 7,500,000 0.024 7,983,971 0.022
Forfeited/lapsed during
the period (13,310,106) 0.032 (12,519,878) 0.030
Exercised during the period - - - -
-------------------- ---------------------
Outstanding at end of
period 56,364,405 0.019 62,174,511 0.020
============= =============
Exercisable at end of
period 39,969,967 0.027 40,688,002 0.017
============= =============
The options outstanding at 31 December 2018 had a weighted
average exercise price of 1.9 pence, and a weighted average
remaining contractual life of 6 years.
During the period, the Company issued warrants to subscribe for
ordinary shares to Michael Tobin, the non-executive Chairman of the
Company, details of which are disclosed in note 7.
In addition, in December 2017, the Company issued 4,500,000
warrants to subscribe for ordinary shares in the Company to one of
its largest US podcast partners. The warrants have an exercise
price of 3.125p and become exercisable in three equal tranches of
1,500,000 on each of 1 August 2018, 1 August 2019 and 1 August
2020, provided that the partner continues to engage with the
Company. The warrants have a final exercise date of 1 August
2022.
At the period end the Company had in issue outstanding share
warrants for a total of 70,571,500 shares with a weighted average
exercise price of 6.0 pence. 27,571,500 of the warrants were
exercisable at the period end, and the balance may become
exercisable subject to performance conditions.
9. POST BALANCE SHEET EVENTS
In February 2019, the Company announced a subscription to raise
GBP1.5 million to fund its rapidly increasing portfolio of
podcasting content. 115,384,670 shares were issued at a price of
1.3 pence per share with the proceeds predominantly being used to
meet the upfront payments required to secure new and existing
podcast content and their audiences. Michael Tobin and Roger
Maddock, non-executive Directors of the Company, each subscribed
for 3,846,160 shares representing an approximate amount of
GBP50,000 each. Candy Ventures sarl, an investment vehicle owned
90% by Nick Candy, the Group's largest shareholder, subscribed for
46,153,850 shares, representing an approximate amount of
GBP600,000.
In order to allow the subscription shares to be issued on a
timely basis and within the Company's existing share allotment
authorities and without the need to convene an extraordinary
general meeting of the Company, Michael Tobin agreed that the
exercise of his 30,000,000 warrants (split into three tranches of
10,000,000 warrants) over new ordinary shares awarded to him on 3
September 2018 (see note 7) be made conditional upon the Company
obtaining shareholder authorities to allot and issue the new shares
arising on exercise of the warrants free of pre-emption rights.
Such authority was granted at a general meeting held on 21 May
2019. In addition, in recognition that such warrants should be an
incentive, the Company agreed to (a) lower the exercise prices of
the warrants from 2.4p, 4.4p and 6.4p to 1.3p, 3.3p and 5.3p
respectively and (b) lower the share price hurdle for exercise of
the second and third tranche of the warrants from 4.4p and 6.4p to
3.3p and 5.3p respectively.
In addition, and in order to obtain a substantial participation
in the subscription, the Company agreed with Nick Candy to extend
the exercise period of 12,000,000 warrants over new ordinary shares
held by him, granted pursuant to an agreement dated 2 April 2016,
from 2 April 2019 to 31 March 2024. These warrants have an exercise
price of 2.5 pence per ordinary share.
In May 2019, the Company concluded a placing and subscription
raising a further GBP2.8 million to fund growth to accelerate the
acquisition of established podcast content and their audiences,
development of co-production content partnerships and Audioboom
Originals production, to deliver valuable original content. Candy
Ventures sarl subscribed for 42,000,000 new ordinary shares at
2.5p. Michael Tobin, Roger Maddock and the Preston Trust (being a
trust for the benefit of the family of Roger Maddock) subscribed
for 3,600,000, 2,000,000 and 4,000,000 new ordinary shares at 2.5p
respectively.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR CKKDPFBKDQPN
(END) Dow Jones Newswires
May 31, 2019 02:00 ET (06:00 GMT)
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