TIDMBOOM
RNS Number : 9047F
Audioboom Group PLC
18 July 2019
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR")
Audioboom Group plc
("Audioboom", the "Group" or the "Company")
Half-Year Report
Audioboom (AIM: BOOM), the leading global podcast company,
announces its unaudited half-year results for the six months ended
30 June 2019.
Financial Highlights*
-- Revenue increased 171% to US$9.8 million (H1 2018: US$3.6 million)
-- Adjusted EBITDA** loss almost halved to US$1.4 million (H1 2018: US$2.8 million)
-- Overall loss for the period materially reduced to US$2.8 million (H1 2018: US$5.2 million)
-- Group cash as at 30 June 2019 of US$3.4 million (31 May 2018: US$0.4 million)
-- Raised GBP4.3 million (before expenses) through a placing and
subscriptions to secure leading podcasting content, and develop
co-production and Audioboom Original Network ('AON')
opportunities
-- New content funding facility with SPV Investments Ltd,
providing up to US$4 million of minimum guarantees to certain
leading content partners of the Company
Operational Highlights and KPIs*
-- Key performance indicators ('KPIs') all delivered significant growth
o Revenue per 1,000 listens (eCPM)*** increased to US$26.38 in
June 2019, up 51% from US$17.43 in May 2018
o Brand advertiser count of 212 as at 30 June 2019, up 63% on 31
May 2018 (130)
o Total H1 2019 available premium advertising impressions of 691
million, up 36% on H1 2018 (508 million)
-- Audioboom continues to work with the most prominent podcasts
through renewed advertising and distribution deals, including
'Undisclosed' and the official Formula 1 podcast 'Beyond the
Grid'
-- New exclusive commercial partnerships agreed with podcasts
including 'A Cast of Kings', 'What Happened When' and Studio 71, a
leading digital video studio and network with seven billion monthly
YouTube views. Audioboom has a roster of new commercial
partnerships to announce in H2 2019
-- AON development has continued with a slate of new AON podcasts expected to launch in H2 2019, complementing returning seasons of 'Mafia', 'INBOX' and 'Covert', as the Company targets the higher gross margins that AON podcasts deliver
-- Since launching in August 2018, 22 brands have utilised the
Sonic IM platform, which enables brands to secure advertising
within any globally available podcast
-- A new subscription service tier was launched alongside annual
payment options for smaller podcast partners and/or those that
don't carry advertising
-- Audioboom and its podcast partners won seven awards at the British Podcast Awards
* H1 2019 represents 1 January 2019 to 30 June 2019. H1 2018
represents 1 December 2017 to 31 May 2018, following the change to
the Company's accounting reference date and financial year end from
30 November to 31 December
** earnings before interest, tax, depreciation, amortisation,
share based payments and material one-off items
*** Audioboom now reports a combined US and UK eCPM number,
rather than solely a US eCPM number, due to improvements made to
internal reporting. In order to provide like-for-like comparisons,
both the 2019 and 2018 eCPM metrics are stated on a combined US and
UK eCPM basis
Rob Proctor, CEO of Audioboom, commented:
"We are delighted with the Company's performance during this
period, with strong progress in every area of the business. Revenue
growth of 171% on H1 last year is over four times that forecast by
the IAB for the US podcast advertising industry from 2018 to 2019.
This in turn is driving significant improvements for the Company in
its journey to profitability. With gross margin tracking to plan
and overheads remaining under tight control, we are now starting to
see the impact of our improved operational gearing.
With a record 135 million individuals listening to at least one
Audioboom podcast in June 2019, the Company's global reach presents
many possibilities within the digital marketplace. This platform
will create new commercial opportunities as podcasting and audio
continue to attract global investors.
Forward sales for H2 2019 are already at record levels and I
anticipate continued strong performance for the second half of this
year. Content creators and advertisers continue to join our global
platform, and I look forward to updating shareholders with future
developments during H2."
Enquiries
Audioboom Group plc
Rob Proctor, Chief Executive Officer Tel: +44(0)20 7403 6688
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.
Chief Executive's Report
The Board and management are pleased to report that the Company
has built on the improved performance achieved in 2018 and has
experienced excellent growth in all key financial and operating
KPIs. Our revenue growth continues to outperform the wider podcast
market and we look forward to updating the market on our
performance in the second half of 2019 in due course.
Operational Review
Key Performance Indicators
The Company's key performance indicators all delivered
significant growth in the period. The KPIs relate to Audioboom's
main revenue stream of "host endorsed" podcast advertising:
o Revenue per 1,000 listens (eCPM) increased to US$26.38 in June
2019, up 51% from US$17.43 in May 2018. As a result of improved
internal reporting, Audioboom now reports a combined US and UK eCPM
number, with the 2019 and 2018 eCPM now reflecting the combined
eCPM number. eCPM measures revenue per 1,000 downloads of content,
creating a standard rate card that can be used to compare different
types of content, territories and business strands. It also allows
Audioboom to compare itself against competitors and the industry as
a whole. Standalone US eCPM, being the previously reported eCPM
KPI, in June 2019 was US$29.97, up 58% from US$19.02 in May
2018.
o Brand advertiser count of 212 as at 30 June 2019, up 63% on 31
May 2018 (130). As more brands realise and understand the potential
and engagement levels of podcast advertising, Audioboom expects to
work with an increasing number.
o Total H1 2019 available premium advertising impressions of 691
million, up 36% on H1 2018 (508 million). Premium advertising
impressions relate to the number of host endorsed advertising slots
that are available on podcasts, typically three to four each
episode. As Audioboom continues to partner with more third-party
podcast content providers, and as new AON content is released,
premium advertising impressions are expected to increase.
Content Partnership Renewals
During H1 2019, Audioboom renewed advertising sales and
distribution contracts with some of its leading podcast partners,
including 'True Crime Obsessed', the official Formula 1 podcast
'Beyond The Grid', 'Astonishing Legends', 'Undisclosed', 'The
Totally Football Show', 'The Morning Toast' and 'Dish Nation', as
well as SBI Audio and its slate of 50 established shows. These
shows are currently downloaded more than 12 million times per month
in aggregate.
Advertising sell through rates (the number of sold premium
advertising slots in a podcast) for Audioboom's Top 10 podcasts
averaged more than 84% in H1 2019. This strong performance has
enabled the Company to lengthen the terms of its contracts with
certain key partners, with these agreements being signed for terms
of 18 or 24 months.
New Content Partnerships
Audioboom signed exclusive commercial partnerships with several
major podcasts during the period, including 'A Cast Of Kings',
'What Happened When', 'Chatty Broads' and 'Small Town Dicks'. The
partnership with Studio 71 was extended to include major new shows
'OHoney' and 'Waveform' with Marques Brownlee.
An agreement was also signed with Main Event Media for Audioboom
to provide sales representation and technology platforming for Main
Event Media's podcast division, which will include a new show from
Jodie Sweetin and a podcast called 'TrumpMania'.
Audioboom Originals Network ('AON')
Audioboom continues to shift focus to the development of content
for the Audioboom Originals Network, which is home to owned and
operated podcasts that are fully developed through the Company's
in-house production teams, and co-productions whereby Audioboom
provides production, marketing and distribution support to its
production partners. AON podcasts typically deliver higher gross
margins, increased IP ownership and benefit from strategic
marketing and promotional activities across the entire network to
drive audience growth.
In H1 2019, Audioboom developed a new slate of AON podcasts to
complement its existing roster of 11 shows. Audioboom's current AON
podcast launch programme includes 'A Life Lived' (October), 'Truth
Vs Hollywood' (September), 'Notorious Killers' (September), 'Truly'
(October), and 'The Keto Guido Show'(August).
Established AON podcasts returning for new seasons in 2019
include 'Mafia', 'INBOX', and 'Covert'.
In July 2019, Audioboom completed construction of a new
recording studio complex within its New York City offices. The new
studios more than double the production capacity of the Audioboom
Originals Network.
The AON production 'Dead Man Talking' won the Silver Award at
the 2019 British Podcasting Awards in May 2019.
Sonic Influencer Marketing (Sonic IM)
The Sonic IM platform - which is part of the Audioboom Group,
but a separate and distinct brand to Audioboom, enabling brands to
secure advertising within any globally available podcast -
materially contributed to the Group's revenue in H1 2019. Since
launching in August 2018, more than 22 brands have utilised the
platform including Article, Sony Music UK, Instacart and
Outerknown.
Subscription Platform
In February 2019, the Company launched a new tier for its
podcast subscription service and also added new annual payment
options. The new 'Plus Plan' gives podcasters who do not have
advertising agreements with the Company, and who are achieving more
than 10,000 downloads per month, the ability to pay US$19.99 per
month to utilise Audioboom's hosting, distribution and analytics
platform. The 'Standard Plan' costs US$9.99 per month and limits
podcasters to 10,000 downloads per month. Users can now pay for
their subscription on an upfront, annual basis - where tiers are
priced at US$99 per year for the Standard Plan and US$199 per year
for the Plus Plan.
Market Overview
On 3 June 2019, the Interactive Advertising Bureau (IAB)
released the 2018 Podcast Ad Revenue Study, a detailed analysis of
the US podcast advertising industry, for which Audioboom was a
sponsor and contributor. The study reported that US podcast
advertising industry revenue for 2018 was US$479 million,
representing growth of 53% over 2017. The report also projected
that US podcast advertising industry revenue would be US$679
million in 2019 - representing year on year growth of 42% - and
that the US industry would generate revenues in excess of US$1
billion in 2021. Audioboom's year-on-year revenue growth for H1
2019 over H1 2018 was 171% - over four times the IAB growth rate
forecast for revenues of the US podcasting industry from 2018 to
2019.
Financial Review
Group revenue increased by 171% to US$9.8 million (H1 2018:
US$3.6 million). Adjusted EBITDA loss (earnings before interest,
tax, depreciation, amortisation, share based payments and material
one-off items) reduced by 49% to US$1.4 million (H1 2018: US$2.8
million). Total loss for the period materially reduced to US$2.8
million (H1 2018: US$5.2 million). The Company's financial
performance during the period was underpinned by above market-wide
revenue growth, particularly in our core US market, and the
material new revenue contribution of Sonic IM.
In this emerging podcast industry, Audioboom has developed
several revenue streams, all of which can take different forms,
yield different gross margins, but importantly, have all grown in
H1 2019. Adverts placed by Audioboom on third party content
typically generate gross margins of circa 25%, whereas adverts
placed on AON content generate gross margins of 40% and higher,
hence the focus on AON content.
Sonic IM, a Group company, generates revenue from brands
securing advertising within any global podcast and typically yields
a 15% gross margin. As Sonic IM continues to grow, Audioboom's
group gross margin is expected to be circa 25% due to the expected
mix of revenue and associated margin. All revenue streams are
contributing to the overall growth of the Company and, importantly,
are expected to continue to grow.
The significant majority of Audioboom's revenue is generated
through placing Host Endorsed Advertising on podcasts. Audioboom
focuses on Host Endorsed Advertising due to the high value and high
engagement factors associated with this form of advertising, which,
as a result, yield higher eCPM rates than Pre-Recorded Spot
Advertising. Due to the relatively low value, engagement and eCPM
rates associated with Pre-Recorded Spot Advertising, this is
expected to continue to be a relatively small part of Audioboom's
revenue mix going forwards. A further small, but growing, part of
Audioboom's revenue mix are headline sponsorship advertising deals
for podcasts which allow for advertising placements for an entire
content series. Finally, Audioboom has a number of subscribers
paying monthly or annual fees in order to access Audioboom's
hosting, distribution and analytics platform. Margins are
attractive for this revenue stream due to the relatively small
amount of content released and low hosting and distribution costs
incurred.
Cost control continues to be of upmost importance and, in H1
2019, we continued to align our cost base to our operational
demands. The savings made through the 2018 headcount reductions in
Audioboom are now being recognised with these savings being offset
following redeployment of resources into revenue generating sales
and content departments. We have also deployed new staff into Sonic
IM. We continue to see improving key financial metrics of reduced
debtor collection days, despite increasing revenue volume, and
creditor payments continue to be in line with our contractual
payment obligations with trade payables and accrued costs (US$3.7
million) remaining comparable with December 2018 (US$3.9
million).
The GBP4.3 million of growth funding raised in H1 2019 allows
Audioboom to fund its rapidly increasing portfolio of high revenue
producing, established podcasts and talent, specifically in its
core US operations. The Company is able to compete for and win
established podcasts by offering highly competitive, fully
recoupable advance payments and minimum monthly guarantees to the
creators of popular podcasts, due to its accurate podcast revenue
forecasting capability.
Operating cash outflow before working capital movements has
significantly reduced from US$4.9 million (H1 2018) to US$1.8
million (H1 2019) as a result of the overall loss of the Company
materially reducing. Adverse working capital movements have been
incurred in H1 2019 due to the Company fulfilling a number of
material recoupable advance payments to retain existing and attract
new podcast partners. Furthermore, increased revenue volume in H1
2019 has led to a US$1.2 million increase in trade debtors since 31
December 2018. This has resulted in operating cash outflow of
US$3.8 million in H1 2019 (H1 2018: US$2.5 million).
The new content funding facility agreement with SPV Investments
Ltd announced on 17 June 2019 will, to an extent, decrease the
pressure on the capital required to secure the aforementioned high
revenue producing podcasts. The special purpose vehicle ('SPV'),
which has been established and is owned equally by Michael Tobin,
the Company's Chairman, and Candy Ventures sarl, the Company's
largest shareholder, will provide minimum revenue guarantees to
certain leading content partners of the Company. Audioboom will pay
the SPV 8% of the net advertising revenue (after paying the content
partner its share) received by Audioboom, in relation to those
podcasts.
Share Consolidation
Following the passing of resolutions at the Annual General
Meeting on 20 June 2019, the share consolidation was effected on 21
June 2019 such that every 100 existing ordinary shares of no par
value were consolidated into one new ordinary share of no par
value.
Outlook
The strong growth recognised in H2 2018 has continued into H1
2019 with impressive revenue performance and, importantly, a
materially reduced EBITDA and total loss position. The internal
improvements made on how we book inventory and associated
advertising revenue gives us the visibility that this strong
performance has continued into H2 2019, and as such, we expect to
meet the current market expectations for the year.
I would like to take this opportunity to thank the management
team and staff for their continued hard work and commitment during
the first half of 2019 and look forward to the second half of the
year with renewed and increased optimism.
Rob Proctor
Chief Executive Officer
Audioboom Group PLC
Consolidated Statement of Comprehensive Income
Unaudited Unaudited Audited
6 months 6 months 13
to 30 June to 31 May months
2019 2018 to 31 Dec
2018
Notes US$'000 US$'000 US$'000
Continuing operations
Revenue 2 9,844 3,639 11,656
Cost of sales (7,553) (2,759) (8,505)
------------ ----------- -----------
Gross profit 2,291 880 3,151
Administrative expenses (5,043) (6,104) (11,381)
Adjusted operating loss (1,418) (2,807) (4,678)
- Amortisation of intangible
assets (205) (270) (578)
- Share based payments (882) (110) (385)
- Depreciation (30) (44) (77)
- Corporate transaction
costs - (1,647) (1,708)
- Depreciation - leases
/ Rent - leases 1 (166) (233) (411)
- Restructuring costs (51) (113) (393)
Operating loss (2,752) (5,224) (8,230)
Finance costs (18) (59) (130)
------------ ----------- -----------
Loss before tax (2,770) (5,283) (8,360)
Income tax credit 1 128 272
------------ ----------- -----------
Loss for the financial
period (2,769) (5,155) (8,088)
Other comprehensive income
Foreign currency translation
difference (134) (22) (450)
------------ ----------- -----------
Total comprehensive loss
for the period (2,903) (5,177) (8,538)
============ =========== ===========
Loss per share
from continuing operations
Basic and diluted 3 (23) cents (55) cents (77) cents
Audioboom Group PLC
Consolidated Statement of Financial Position
Unaudited Unaudited Audited
as at 30 as at 31 as at
June 2019 May 2018 31 Dec
2018
Notes US$'000 US$'000 US$'000
ASSETS
Non-current assets
Intangible assets 5 2,237 2,870 2,420
Property, plant and equipment 110 148 152
Leases 1,631 - -
3,978 3,018 2,572
----------- ---------- ---------
Current assets
Trade and other receivables 6 6,171 3,613 4,169
Cash and cash equivalents 3,351 440 1,581
9,522 4,053 5,750
----------- ---------- ---------
TOTAL ASSETS 13,500 7,071 8,322
----------- ---------- ---------
Current liabilities
Trade and other payables 7 (5,752) (5,354) (4,087)
Borrowings and other financial - (2,006) -
liabilities
Deferred taxation (197) (252) (203)
(5,949) (7,612) (4,290)
----------- ---------- ---------
Net current assets / (liabilities) 3,573 (3,559) 1,460
----------- ---------- ---------
NET ASSETS / (LIABILITIES) 7,551 (541) 4,032
=========== ========== =========
Equity
Share capital - - -
Share premium 4 56,423 43,224 50,883
Issue cost reserve (2,048) (2,048) (2,048)
Foreign exchange translation
reserve (664) (103) (530)
Reverse acquisition reserve (3,380) (3,380) (3,380)
Retained earnings (42,780) (38,234) (40,893)
TOTAL EQUITY 7,551 (541) 4,032
=========== ========== =========
Audioboom Group PLC
Consolidated Cash Flow Statement
Unaudited Unaudited Audited
six months six months 13 months
to 30 June to 31 May to 31 Dec
2019 2018 2018
US$'000 US$'000 US$'000
Loss from continuing operations (2,769) (5,155) (8,088)
------------ ------------ -----------
Loss for the period (2,769) (5,155) (8,088)
Adjustments for:
Taxation (1) (128) (272)
Interest 18 59 -
Depreciation of fixed assets 30 44 77
Effect of retranslation of
fixed assets 13 2 25
Amortisation of intangible
assets 205 270 578
Effect of retranslation of
intangible assets (22) 41 183
Share based payments 882 110 385
Taxation - - 214
Foreign exchange loss (153) (100) (715)
------------ ------------ -----------
Cash flows from operating
activities before working
capital movements (1,797) (4,857) (7,613)
Increase in trade and other
receivables (2,003) (302) (856)
Increase in trade and other
payables (excluding leases) 34 2,679 1,413
Net cash used in operating
activities (3,766) (2,480) (7,056)
------------ ------------ -----------
Investing activities
Purchase of property, plant
and equipment - (71) (82)
------------ ------------ -----------
Net cash used in investing activities - (71) (82)
------------ ------------ -----------
Financing activities
Proceeds from issue of convertible
loan instrument - 2,082 1,995
Convertible loan interest
and fee - (59) (130)
Proceeds from issue of ordinary
share capital 5,540 - 5,794
------------ ------------ -----------
Net cash generated from financing
activities 5,540 2,023 7,659
------------ ------------ -----------
Net increase/(decrease) in cash
and cash equivalents 1,774 (528) 521
------------ ------------ -----------
Cash and cash equivalents at beginning
of period 1,581 968 968
Effect of foreign exchange
rate changes (4) - 92
------------ ------------ -----------
Cash and cash equivalents
at end of period 3,351 440 1,581
============ ============ ===========
Audioboom Group PLC
Consolidated Statement of Changes in Equity
Share premium Other reserves Retained Total equity
earnings
US$'000 US$'000 US$'000 US$'000
-------------- --------------- ---------- -------------
At 30 November
2017 43,224 (5,508) (33,190) 4,526
-------------- --------------- ---------- -------------
Loss for
the period - - (5,155) (5,155)
Issue of - - - -
shares
Equity-settled
share-based
payments - - 110 110
Other comprehensive
income - (22) - (22)
At 31 May
2018 43,224 (5,530) (38,235) (541)
-------------- --------------- ---------- -------------
Loss for
the period - - (2,933) (2,933)
Issue of
shares 7,659 - - 7,659
Equity-settled
share-based
payments - - 275 275
Other comprehensive
income - (428) - (428)
At 31 December
2018 50,883 (5,958) (40,893) 4,032
-------------- --------------- ---------- -------------
Loss for
the period - - (2,769) (2,769)
Issue of
shares 5,540 - - 5,540
Equity-settled
share-based
payments - - 882 882
Other comprehensive
income - (134) - (134)
At 30 June
2019 56,423 (6,092) (42,780) 7,551
-------------- --------------- ---------- -------------
Other reserves relate to the following reserves: Issue Cost
Reserve, Foreign Exchange Translation Reserve and the Reverse
Acquisition Reserve. Full details are disclosed in the 2018 Annual
Report.
Audioboom Group plc
Notes to the financial statements
1. General information and basis of preparation
Audioboom Group plc is incorporated in Jersey under the
Companies (Jersey) Law 1991. The Company's ordinary shares of no
par value are traded on AIM, a market operated by the London Stock
Exchange ("AIM").
These consolidated interim financial statements, which are
unaudited, have been approved by the Board of Directors on 17 July
2019. They have been drawn up using the accounting policies and the
basis of presentation expected to be adopted in the Group's full
financial statements for the year ending 31 December 2019, which
are not expected to be significantly different to those set out in
note 1 to the Company's audited financial statements for the 13
month period ending 31 December 2018.
The consolidated interim financial statements have been prepared
under the historical cost convention and in accordance with
International Financial Reporting Standards ("IFRS") and with IAS
34 "Interim financial reporting", as adopted by the EU.
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 as at the date of the financial
statements and the reported amounts of revenues 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.
Going concern
These interim 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 placing and subscriptions to
raise a total of GBP4.3 million (before expenses) in H1 2019, 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.
IFRS 16: leases
The modified retrospective approach to IFRS 16 transition has
been applied. There is deemed to be no impact on reserves brought
forward. The retrospective charge for lease rental during prior
periods has been stated so as to display comparative figures.
2. Revenue
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:
Unaudited Unaudited Audited
six months six months 13 months
to 30 June to 31 May to 31 Dec
2019 2018 2018
US$'000 US$'000 US$'000
United Kingdom 1,095 507 1,901
Rest of World 13 30 42
USA 8,736 3,102 9,713
------------ ------------ -----------
Total 9,844 3,639 11,656
============ ============ ===========
3. Loss per share
Basic earnings per share is calculated by dividing the loss
attributable to shareholders by the weighted average number of
ordinary shares in issue during the period.
IAS 33 requires presentation of diluted EPS when a company could
be called upon to issue shares that would decrease earnings per
share, or increase the loss per share. For a loss-making company
with outstanding share options, net loss per share would be
decreased by the exercise of share options. Therefore, as per IAS
33:36, the antidilutive potential ordinary shares are disregarded
on the calculation of diluted EPS.
On 21 June 2019, the Company consolidated every 100 existing
ordinary shares of no par value into one new ordinary share of no
par value.
Reconciliation of the loss and weighted average number of
ordinary shares used in the calculation detailed in this note have
been updated historically to represent the 100:1 share
consolidation on 21 June 2019:
30-Jun-19
Loss Weighted average Per share
number of shares amount
Basic and Diluted EPS US$'000 Thousand Cents
Loss attributable to shareholders:
- Continuing and discontinued
operations (2,769) 12,238 (23)
31-May-18
Loss Weighted average Per share
number of shares amount
Basic and Diluted EPS US$'000 Thousand Cents
Loss attributable to shareholders:
- Continuing and discontinued
operations (5,155) 9,306 (55)
31-Dec-18
Loss Weighted average Per share
number of shares amount
Basic and Diluted EPS US$'000 Thousand Cents
Loss attributable to shareholders:
- Continuing and discontinued
operations (8,088) 10,474 (77)
4. Share Capital
On 21 June 2019, the Company consolidated every 100 existing
ordinary shares of no par value into one new ordinary share of no
par value.
The issued and fully paid ordinary shares of no par value
detailed in this note have been updated historically to represent
the 100:1 share consolidation on 21 June 2019.
Issued and fully paid - ordinary shares of no par value
At 31 December 2018 (adjusted
for share consolidation) 11,732,909
At 30 June 2019 14,006,757
The total number of instruments over equity (including both
share options and warrants) outstanding at the period end was
1,985,244.
Those amounts raised via subscriptions and placings are stated
in sterling in supporting notes and commentary as the Group raises
funds primarily in sterling. Equity is translated on the
consolidated statement of financial position in US dollars as the
Group's primary reporting currency is US dollars.
The following share subscription notes are quoted before (and
after) the 100:1 share consolidation, which was completed on 21
June 2019.
In February 2019, the Company announced a subscription to raise
gross proceeds of GBP1.5 million to fund its rapidly increasing
portfolio of podcasting content. 115,384,670 (1,153,847) ordinary
shares were issued at a price of 1.3p (GBP1.30) per ordinary share
with the proceeds predominantly being used to meet the upfront
payments required to secure new and existing podcast content and
their audiences.
In May 2019, the Company concluded a placing and subscription
raising further gross proceeds of GBP2.8 million to fund growth.
112,000,000 (1,120,000) ordinary shares were issued at a price of
2.5p (GBP2.50) per ordinary share with the proceeds predominantly
being used to accelerate the acquisition of established podcast
content and their audiences, development of co-production content
partnerships and AON productions, to deliver valuable original
content.
5. Intangible assets
Cost Software Intellectual
development property Goodwill Total US$'000
US$'000 US$'000 US$'000
At 31 December 2018 and
30 June 2019 576 2,164 883 3,623
Amortisation charged in
the period (54) (151) - (205)
Foreign exchange effect 6 16 - 22
Carried forward at 30 June
2019 (171) (1,215) - (1,386)
Net book value 30 June
2019 405 949 883 2,237
-------------- -------------- ----------- ----------------
Net book value 31 December
2018 453 1,084 883 2,420
============== ============== =========== ================
Software development and intellectual property are being
amortised over a period of five years and have economic useful
lives of between four and five years remaining.
6. Trade and other receivables
The trade and other receivables at the end of the period
comprised US$4.4 million relating to trade debtors and accrued
sales income, and US$1.8 million relating to deposits, prepaid
expenses and advance talent payments.
7. Trade and other payables
The trade and other payables at the end of the period comprised
US$3.7 million relating to trade payables and accrued content
partner costs. The Company currently accrues all costs based on
contract terms. Due to a minimum payable value, some partners have
not attained the threshold level to receive a payment. Other
payables total US$0.5 million. Payables relating to leases total
US$1.6 million, following the modified retrospective approach to
IFRS 16 transition being applied.
8. Related party transactions
The following share subscription, issue of warrants and special
purpose vehicle notes are quoted before (and after) the 100:1 share
consolidation, which was completed on 21 June 2019.
Share subscriptions
Candy Ventures sarl subscribed for 46,153,850 (461,539) new
ordinary shares at 1.3p (GBP1.30) in February 2019 and a further
42,400,000 (424,000) new ordinary shares at 2.5p (GBP2.50) in May
2019. Candy Ventures sarl is the Company's largest shareholder and
an investment vehicle 90% owned by Nick Candy. Steven Smith, a
non-executive Director of the Company, is a 10% shareholder and
director of Candy Ventures sarl.
Michael Tobin, non-executive Chairman of the Company, subscribed
for 3,846,160 (38,462) ordinary shares at 1.3p (GBP1.30) in
February 2019 and a further 3,600,000 (36,000) ordinary shares at
2.5p (GBP2.50) in May 2019.
Roger Maddock, a non-executive Director of the Company,
subscribed for 3,846,160 (38,462) ordinary shares at 1.5p (GBP1.50)
in February 2019 and a further 2,000,000 (20,000) ordinary shares
at 2.5p (GBP2.50) in May 2019. The Preston Trust (being a trust for
the benefit of the family of Roger Maddock) subscribed for
4,000,000 (40,000) ordinary shares at 2.5p (GBP2.50) in May
2019.
Warrants
In order to allow the subscription shares in February 2019 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 (300,000) warrants (split into
three tranches of 10,000,000 (100,000) warrants) over new ordinary
shares, awarded to him on 3 September 2018, be made conditional
upon the Company obtaining shareholder authorities to allot and
issue the new ordinary 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 return, and in recognition that
such warrants should be an incentive, the Company agreed to (a)
lower the exercise prices of the warrants from 2.4p (GBP2.40), 4.4p
(GBP4.40) and 6.4p (GBP6.40) to 1.3p (GBP1.30), 3.3p (GBP3.30) and
5.3p (GBP5.30) respectively and (b) lower the share price hurdle
for exercise of the second and third tranche of the warrants from
4.4p (GBP4.40) and 6.4p (GBP6.40) to 3.3p (GBP3.30) and 5.3p
(GBP5.30) 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 (120,000) 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 2.5p (GBP2.50) per ordinary share.
Special Purpose Vehicle
On 17 June 2019, the Company agreed a new content funding
facility with SPV Investments Ltd, a special purpose vehicle
('SPV') which has been established and is owned equally by Michael
Tobin, the Company's Chairman, and Candy Ventures sarl, the
Company's largest shareholder. The SPV will provide minimum revenue
guarantees to certain leading new content partners of the Company.
Audioboom will pay the SPV 8% of the net advertising revenue (after
paying the content partner its share) received by Audioboom, in
relation to those podcasts. The underlying providers of the
guarantees will be granted 2,500,000 (25,000) warrants to subscribe
for ordinary shares in the Company for every US$1 million of
guarantee provided, subject to a maximum of 10,000,000 (100,000)
warrants. The exercise price of these warrants will be 3.3p
(GBP3.30) per ordinary share each, with such warrants being
exercisable for five years from grant. The first guarantee provided
by the SPV in June 2019 led to an initial grant of an aggregate of
2,500,000 (25,000) warrants split equally between Michael Tobin and
Candy Ventures sarl.
9. Share-based payments
The following share-based payments notes are quoted before (and
after) the 100:1 share consolidation, which was completed on 21
June 2019.
The Company has share option schemes for employees of the
Company and, in March 2019, the Company made grants of options to
subscribe for new ordinary shares in the Company to certain of its
Directors and employees. These included grants to Rob Proctor,
Chief Executive Officer, of 25,000,000 (250,000) options with an
exercise price of 1.3p (GBP1.30) and to Brad Clarke, Chief
Financial Officer, of 12,000,000 (120,000) options with an exercise
price of 1.3p (GBP1.30). Following these grants and the share
consolidation, the total options held by Rob Proctor are 457,231
and by Brad Clarke are 185,000.
ENDS
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
IR VDLFFKDFXBBV
(END) Dow Jones Newswires
July 18, 2019 02:00 ET (06:00 GMT)
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