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REG - Audioboom Group PLC - Final Results

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RNS Number : 1305J  Audioboom Group PLC  25 April 2022

This announcement contains inside information as stipulated under the UK
Market Abuse Regulations ("MAR").

 

25 April 2022

 

Audioboom Group plc

("Audioboom", the "Company" or the "Group")

 

Final audited results for the year ended 31 December 2021

 

Audioboom (AIM: BOOM), the leading global podcast company, is pleased to
announce its final audited results for the year ended 31 December 2021.

 

Financial and operating highlights

 

·      2021 revenue of US$60.3 million, up 125% on 2020 (US$26.8
million). Year-on-year growth outpaced the predicted wider industry average
growth by 108% (()(1))

·    Maiden adjusted EBITDA(()(2)) profit of US$3.1 million (US$1.8
million loss), with the Company recording positive adjusted EBITDA(()(2)) in
every month of 2021

·    Maiden annual net profit before tax of US$1.7 million (2020: US$3.3
million loss)

·    Maiden total profit of US$7.0 million (2020: US$3.2 million loss),
enhanced by recognition of deferred tax asset

·    Average global monthly downloads for Q4 increased to 113 million, up
39% on Q4 2020 (81.7 million). Global downloads in October 2021 reached a
record 115.7 million

·      Average brand advertiser count for Q4 of 396, up 32% on Q4 2020
(301)

·      Average global revenue per 1,000 downloads (eCPM) for Q4
increased to US$55.85, up 49% (Q4 2020: US$37.55)

·      Group cash of US$3.0 million (31 December 2020: US$3.3 million)

 

Key commercial developments

 

·      Continued development of our production arm, Audioboom Studios,
with the commercial success of Dark Air with Terry Carnation, as well as the
extension of our production partnership with Formula 1

·      Enhanced our creator network through new commercial partnerships
with leading podcasts, including Redhanded, The Way I Heard It with Mike Rowe,
Zane & Heath Unfiltered, Dark History, Hacks on Tap, and Spitballers

·      Launch of key advertising technology, including inventory
creation tool, AdRip, and our global automated advertising marketplace,
Showcase

 

Post year end highlights

·      Record Q1 revenue of US$19.7 million, up 107% on Q1 2021 (US$9.5
million)

·      Record Q1 adjusted EBITDA((2)) profit of approximately US$0.9
million (Q1 2021: US$0.03 million)

·      Average global monthly downloads increased for the ninth
successive quarter to 126.2 million, up 45% on Q1 2021 (87.1 million). Global
downloads in March 2022 reached a record 131.0 million

·      Continued growth of Showcase, our global advertising marketplace.
Revenue from advertising technology in Q1 2022 more than 151% greater than in
Q1 2021, and now contributing more than 11% to Group revenue

·      Strong pricing due to robust advertising demand, with an Average
Unit Rate (AUR) during the quarter for our top 25 podcasts at US$14,295 vs Q1
2021's AUR of US$6,455

·      Further expansion of Audioboom Studios with new title launches
including National Park After Dark, Can I Get In Your Pantry?? and Devils in
the Dark, which reached number 1 on the UK True Crime podcast chart and the
Top 15 of Apple's overall podcast chart

·      Long-term renewal of key content partnerships in our Premium
Network, including Casefile True Crime, Mile Higher, Strange &
Unexplained, Lights Out and The Sesh

·      Launch of a new strategic partnership with leading radio and
media company, NZME, to monetise Audioboom's advertising inventory in New
Zealand

·      To supplement available cash reserves, a £1.5 million overdraft
with HSBC was implemented on 14 April 2022

·      As of its trading update provided on 11 April 2022, the Company
had contracted revenue in excess of US$60.5 million for 2022 through advance
advertising bookings, underpinning expectations for the current financial year
and higher than total revenue in 2021

 

 

1)     Interactive Advertising Bureau's May 2021 Podcast Advertising
Revenue Study stated that US podcast advertising revenue was expected to grow
by 60% in 2021 relative to 2020

2)     Earnings before interest, tax, depreciation, amortisation, share
based payments, non-cash foreign exchange movements and material one-off
items

 

 

Stuart Last, CEO of Audioboom, commented: "I am delighted to report on a
defining year for the business which saw top-line growth of 125%, our maiden
EBITDA and net profit, and the transformation of shareholder value. Our
phenomenal performance has positioned us as the world's leading pure-play
podcast business and increased our market-share significantly. Our innovation
led to the launch of new best-in-class advertising technology tools, the
scaling of our platform and new levels of success for our creator partners and
advertisers.

 

Our ambition is to build the world's leading podcasting business, and I am
delighted with the start we have made in 2022 and look forward to the future
with confidence. I would like to thank our creators, clients, customers and
partners, as well as our incredibly talented Audioboom team and our supportive
shareholders as we look forward to another exciting and successful year."

 

 

 

 

Enquiries

 

 Audioboom Group plc
 Stuart Last, Chief Executive Officer                                    Tel: +44(0)20 3714 4285

 Brad Clarke, Chief Financial Officer

 finnCap Ltd (Nominated Adviser and Broker)
 Jonny Franklin-Adams/Abigail Kelly/Milesh Hindocha (Corporate Finance)  Tel: +44(0)20 7220 0500

 Richard Chambers/Harriet Ward (ECM)

About Audioboom

 

Audioboom Group plc ("Audioboom") is a global leader in podcasting - our shows
are downloaded more than 126 million times each month by 34 million unique
listeners around the world. Audioboom is ranked as the fourth largest podcast
publisher in the US by Triton Digital.

 

Audioboom's ad-tech and monetisation platform underpins a scalable content
business that provides commercial services for a premium network of 250 top
tier podcasts, with key partners including 'Casefile True Crime' (US),
'Morbid' (US), 'True Crime Obsessed' (US), 'The Morning Toast' (US), 'No Such
Thing As A Fish' (UK), and 'The Cycling Podcast' (UK).

 

Audioboom Studios is home to a slate of content developed and produced by
Audioboom, including 'Dark Air with Terry Carnation', 'F1: Beyond The Grid',
'RELAX!', 'Covert', 'It's Happening with Snooki & Joey', 'Mafia', 'Huddled
Masses' and 'What Makes A Killer'.

 

Audioboom operates internationally, with operations and global partnerships
across North America, Europe, Asia and Australasia. The platform allows
content to be distributed via Apple Podcasts, Spotify, Pandora, Amazon Music,
Deezer, Google Podcasts, iHeartRadio, RadioPublic, Saavn, Stitcher, Facebook
and Twitter as well as a partner's own websites and mobile apps.

 

For more information, visit audioboom.com.

 

 

 

 

 

 

 

 

CHAIRMAN'S STATEMENT

 

I am delighted to introduce these annual results which reflect upon the
fantastic performance of 2021 and a very strong start to 2022.

 

As the Company bounced back from a somewhat Covid-constrained 2020, the
strength of its business model was illustrated by 125% top-line growth (more
than doubling the projected growth of the wider industry), a maiden annual
profit and impressive growth across all of its KPIs and operational areas.
Market expectations were regularly exceeded throughout the year.

 

It remains testament to the efforts of the management team and all staff that
the Company's growth once again led to increased market share and further
cemented its position as one of the world's largest independent podcast
companies in an industry that continues its rapid maturity into mainstream
media.

 

In his CEO Review, Stuart Last provides further detail around the Company's
strategy and focus, component parts of the business, operational and financial
performance, the strong start to 2022 and the outlook for the future.

 

I would like to take this opportunity to thank the entire Audioboom team for
their continuing professionalism and commitment, and also to thank our
shareholders and partners for their loyalty and vision in supporting Audioboom
as it continues to grow.  The Board and I look forward to the future with
considerable optimism and excitement.

 

 

 

 

 

 

Michael Tobin OBE

Chairman

22 April 2022

 

 

 

 

CHIEF EXECUTIVE OFFICER'S REVIEW

 

Introduction

 

I am pleased to report on a defining year for the business which saw top-line
growth of 125%, our maiden EBITDA and net profit, and the transformation of
shareholder value. Our phenomenal performance has positioned us as the world's
leading pure-play podcast business and increased our market-share
significantly. Our innovation led to the launch of new best-in-class
advertising technology tools, the scaling of our platform and new levels of
success for our creator partners and advertisers.

 

In the first quarter of 2021 we felt the final effects of the Covid-19
pandemic, but advertisers returned to the medium quickly, driving strong
demand and high pricing for our key content. At the same time we expanded our
creator network significantly, with increased consumption of our shows driving
us to 4(th) position on the Triton Digital podcast publisher ranker in the US.

 

During the second quarter we debuted Dark Air with Terry Carnation - our most
successful original production to date - and we brought new top tier shows to
the network, including Dark History, RedHanded and Zane & Heath
Unfiltered.

 

The launch of our proprietary inventory creation tool, AdRip, in Q3 2021 had
an immediate positive impact on the business. AdRip enables back catalogue
content to be monetised efficiently by automating the removal of embedded
premium advertising once an episode is 90 days old, and replacing it with
fresh ads each time it is listened to in the future.

 

In the final quarter of 2021 we launched Showcase, our second advertising
product, that enables brands to connect with audiences at scale using
automated ad-tech to target advertising campaigns to listeners based on
demographics, location, content types and keywords.

 

Momentum has continued into 2022, with our recent trading update highlighting
strong revenue and EBITDA performance during Q1. I am pleased to provide a
further update on the current year later in this report.

 

Strategy

 

Audioboom powers podcasting. Our platform connects the world's best podcast
content with advertisers, and then distributes it to audiences globally. We
are an indispensable component in podcasting's 3-sided marketplace of
audience, advertiser and creator. Each is important to the successful growth
of the medium individually - but they require Audioboom at the centre to
connect them all, to ensure they operate effectively and to extract maximum
value for all.

 

The Audioboom platform is fully scalable. Today it handles more than 8,000
content channels, 3,000+ advertisers, and receives more than 126 million
episode downloads monthly by a unique audience of more than 34 million. With
minimal additional investment, the platform could handle exponentially more
podcast channels, advertising campaigns and listeners.

 

Audioboom's growth strategy continues to focus on the expansion of content
within the platform, which happens in three ways:

1. content acquisition - securing exclusive commercial rights to monetise and
distribute podcasts from leading creators;

2. content creation - developing and/or producing content through our
Audioboom Studios production arm;

3. content access - utilising our Sonic Influencer Marketing unit to access
advertising inventory outside of Audioboom's own network.

 

Commencing in 2017 Audioboom monetised this content through the development of
a Premium advertising offering in which leading podcast hosts endorse products
and brands to their engaged audience natively within their shows. These ads
drive actions (in the form of attributable product sales) or awareness. This
advertising product is highly effective - the combination of trusted
influencers, engaged audiences, Audioboom's best-practice coaching for ad
execution, and third-party attribution data - and enables campaigns to be sold
at a premium price point.

 

In 2021 Audioboom added a secondary advertising offering through Showcase, an
automated tech-driven marketplace. Showcase, which launched formally in
November 2021 but was operational across the year, is focused on optimising
revenue by monetising back catalogue content as well as the long-tail of
smaller podcasts on the platform via Dynamic Ad Insertion (DAI). Our ad tech
consolidates this large volume of advertising inventory and exposes it to a
portfolio of demand channels which include international monetisation
partners, a new self-serve campaign booking platform, and a programmatic
ecosystem of more than 25 established demand side platforms (DSPs) used by the
biggest advertising buyers in the world. Showcase offers advertisers the
ability to target advertising to audience location, content genres, audience
demographics or keywords.

 

To support the launch of Showcase, we developed a proprietary inventory
creation tool called AdRip. This tool automates the removal of native Premium
ad units once an episode is 90 days old, and replaces them with markers that
enable Showcase to dynamically insert new, fresh advertising into the episode
every time it is listened to in the future. Back catalogue content (episodes
that are more than 90 days old) makes up around 50% of our consumption -
approximately 58 million downloads per month. This vast catalogue will
continue to grow, and can now be re-monetised efficiently.

 

In December 2021, Showcase achieved a key milestone, contributing revenue of
more than US$1 million on a monthly basis to the business for the first time.
We will continue to expand Showcase during 2022 by adding more demand channels
to increase monetisation performance, including - as recently announced - a
strategic partnership with leading radio and digital media company, NZME, who
will monetise Audioboom's advertising inventory in New Zealand via our
Showcase platform. On the supply side, we expect to expose more than 4 billion
available impressions to advertisers in Showcase during 2022.

 

The result of this development work is two clear products for advertisers: a
Premium offering, focused on the strongest performing 250 shows in our network
which enables brands to utilise the powerful influence of the show's host to
maximise impact of the advertising; and an efficient automated offering that
offers advertisers scale and customisable audience targeting options.

 

Another area of focus in the latter part of 2021 was the expansion of our
production business. In October we consolidated all of our creative and
production services under the Audioboom Studios brand. This includes: our
owned and operated original concepts, in which we fully develop and produce
new shows with full intellectual property (IP) control; our co-productions,
such as our work with Formula 1 on the official F1 podcast slate; production
services including recording, engineering and post-production; and branded
content, with shows and feature material being developed in partnership with
our brand advertisers.

 

Audioboom Studios is strategically valuable to the business, delivering IP
ownership and the strongest gross margin of any of our advertising-based
revenue lines. Audioboom Studios content is our most premium product - its
eCPM (revenue per 1000 downloads) is significantly higher than our creator
network. An additional benefit is the direct audience connection that builds
Audioboom as a creative production brand.

 

The expansion of Audioboom Studios is a key area of investment for us. In Q4
2021 we began building a production team in the UK, with the first UK-focused
podcast launched in February this year. Devils in the Dark was an immediate
hit, reaching number 1 on the UK's True Crime chart and the top 15 of Apple's
overall podcast chart.

 

Overview of the Market

 

Audioboom's position as the world's leading pure-play podcast publisher is
highlighted by three trusted measurement services - Triton Digital's Podcast
Reports, Podtrac's Podcast Ranker, and Edison's Top Podcast Networks chart:

 

·      In Triton Digital's US ranker Audioboom is the 4(th) largest
publisher in terms of unique audience reach, and the 5(th) largest in terms of
consumption (downloads);

·      Audioboom also ranks as the 3(rd) largest publisher in both
Triton's New Zealand and Australian reports;

·      Audioboom would rank as the 3rd largest podcast publisher if the
Company took part in Podtrac's industry ranker, on both metrics - US unique
audience and global monthly downloads;

·      In Edison Research's list of top podcast networks, Audioboom
ranks as 6(th) for 2021 based on interviews with weekly podcast listeners.

 

On each measurement service Audioboom ranks as the highest independent podcast
publisher, as well as the highest ranking pure-play podcast publisher.

 

The market continued to grow strongly in 2021. The Interactive Advertising
Bureau's most recent revenue study, compiled by PwC, projects the US market to
have reached $1.3 billion in 2021 - annual growth of 60%. Audioboom
outperformed this growth significantly with our 125% revenue growth in 2021,
outpacing the wider industry projections by 108%.

 

Audioboom has outperformed the industry's growth in each of the past four
years - our average annual outperformance of the industry is 70%.

 

The clearest and most significant result of this performance is the growth of
our market share over this four-year period. In 2017 our market share was
1.9%, growing to 4.5% in 2021.

 

The podcast market is expected to continue its expansion, with projected total
growth of 62% over the next two years - Audioboom is well positioned to take
maximum advantage of these industry tailwinds, and we expect to continue to
grow at a faster rate than the wider market, further increasing our market
share.

 

2021 saw more consolidation across the industry, although transactions in the
past year were at lower price points than previous years and more focused on
technology and data rather than content. Notable corporate activity in 2021
and Q1 2022 includes:

·      Spotify's acquisition of audio tech platform Whooska, and data
providers Chartable and Podsights;

·      Amazon's acquisition of hosting platform Art19 and the
finalisation of their acquisition of production house Wondery;

·      iHeartMedia's acquisitions of ad tech and data business Triton
Digital;

·      Global Media's acquisition of podcast hosting platform Captivate;
and

·      Acast's IPO on Nasdaq North.

 

Audioboom's business model, structure and financial performance provides
strong optionality on our future path. Our global scale and ownership of
technology and content production will make us an attractive proposition for
major media or technology businesses looking to fast-track a leadership
position in podcasting. Alternatively, our profitable business model sees us
funded for continued growth and a strong future as the leading independent
player in the space.

 

Operational Review

 

I am pleased to report a strong year of operational progress across all areas
of the business.

 

KPIs

 

1. Brand advertiser count of 396 in Q4 2021, up 32% on Q4 2020 (301)

Brand advertiser count measures Audioboom's active customers for our Premium
advertising product. Key drivers of this KPI growth include: addition of new
content genres to widen brand appeal; overall market growth and expansion of
brands advertising in podcasts; optimal campaign performance with agency
campaigns resulting in new agency clients being added.

2. Revenue per 1,000 downloads (eCPM) for Q4 2021 increased 49% to US$55.85
(Q4 2020: US$37.55)

e-CPM is a measure of the value we extract from every 1,000 downloads on the
platform, and how we optimise the supply of available advertising inventory.
Growth drivers for this KPI include: increasing fill rates; increasing
pricing; expansion of Showcase to monetise back-catalogue content.

3. Global Monthly Downloads for Q4 2021 up 39% to 113 million (81.7 million in
Q4 2020)

Global Monthly Downloads is an industry standard metric. It is a measure for
the scale of our platform, and enables accurate comparisons to be drawn with
our competitors. This data point is measured using the Interactive Advertising
Bureau's most recent Podcast Measurement Standard, and is verified by Triton
Digital - a leader in audio measurement.

Content Acquisition

 

Audioboom's creator network saw strong growth in 2021 as our dual advertising
model delivered significant value to our content partners. Opportunities to
develop new partnerships with top tier podcast creators gathered pace, driven
by our strong relationships with Hollywood talent agencies and management
companies.

 

Key new partnerships formed in 2021 included The Fantasy Footballers, The Way
I Heard with Mike Rowe, RedHanded, Dark History, and Unfiltered with Zane
& Heath. We also renewed major creator partnerships in 2021 and post
period with True Crime Obsessed, Obsessed with Disappeared, Casefile, Mile
Higher, The Sesh and Lights Out.

 

Content Creation

 

In 2021 we launched our biggest commercial hit to date from our original
content and production arm - Dark Air with Terry Carnation, a show written and
starring Rainn Wilson (from the US version of "The Office").

 

Earlier in the year we also announced the deepening of our production
partnership with Formula 1, extending our role as their official podcast
partner through to 2023. As well as producing their flagship show F1: Beyond
The Grid, Audioboom now produces a second podcast for Formula 1, F1 Nation.

 

In the first half of 2021 investment into content creation was limited as we
focused on ensuring the business reached its maiden profitability goal. As we
moved into the second half of the year, with full confidence of achieving that
goal, we began to invest into our production arm, relaunching the unit as
Audioboom Studios, and expanding our development team with a particular focus
on the UK market. This investment in H2 2021 has led to the successful launch
of three new projects from Audioboom Studios in the first quarter of 2022 -
National Park After Dark, Can I Get in Your Pantry?, and Devils in the Dark.

 

Audioboom Studios' revenue in 2021 was US$2.4 million (growth of 118% over
2020's US$1.1 million), with a gross margin of 40%.

 

Content Access

 

Sonic Influencer Marketing, our platform that enables brands to purchase
advertising inventory across the entire podcast landscape, made significant
progress in 2021, delivering revenue to the Group of US$11 million (116%
growth over 2020's US$5.1 million).

 

In early 2021 we launched a new Salesforce-based inventory management platform
and a Tableau-based data platform for Sonic. These platforms power new levels
of intelligence around audiences, pricing and campaign performance, enabling
Sonic to scale efficiently.

 

One key metric for Sonic is monthly revenue per client, which highlights both
the commercial growth of the unit, and also its ability to scale effectively.
In Q4 2021 this figure reached $63,184 vs $30,224 in the same period in 2020.

 

Sonic has experienced a strong start to 2022, having booked more advertising
revenue for the year by the end of Q1, than they achieved in the entirety
2021.

 

Financial Review

 

In 2021, the Company recorded revenue growth that more than doubled the
expected wider podcast industry growth. In tandem with this, we had to guide
the market to increase their expectations of our performance over the year on
seven occasions. We continued to take market share versus our competitors and
the Company was profitable in every month of 2021. We continued to build on
our strong operation and financial foundations and did so with an average
headcount of 37 staff, the same as in the prior year, continuing to be an
extremely efficient and focused organisation.

 

Revenue increased by 125% to US$60.3 million for 2021 from US$26.8 million in
2020.  In 2021, 96% of Group revenue was generated in the United States -
which is the largest and most developed market for podcasting, up from 94% in
2020 due to the continued growth in that territory - including the exceptional
growth of Marketplace revenue in 2021, as well as the third full year of
trading at Sonic Influencer Marketing.

 

Group gross margin decreased slightly to 22% in 2021 (2021: 23%) and Audioboom
continues to have a mix of revenue streams, contributing different gross
margins. Direct revenue, where advertising is placed on third party podcasts
via the Audioboom sales teams, yielded a 22% gross margin in 2021. Marketplace
contributed a 26% gross margin in 2021. Audioboom Studios contributed a 36%
gross margin in 2021 and, due to the higher associated gross margin, is a key
area of focus going forward for the Company. Sonic Influencer Marketing
contributes a gross margin of 12% and therefore, despite the continued growth
of this business, it does impact the overall Group gross margin.

 

The Company continued to control overheads and we have aligned staff globally
to ensure that every employee contributes to the growth of the business. We
continue to monitor the cost base closely and align it to the Company's
operational demands and this will continue into 2022 as we increase focus on
areas that we believe can drive further revenue growth, in Audioboom Studios,
and further increased Marketplace monetisation.

 

The Company's overall trading for the period, as measured by adjusted EBITDA
(earnings before interest, tax, depreciation, amortisation, share based
payments, non-cash foreign exchange movements and before exceptional items)
recorded a maiden profit of US$3.1 million, significantly improved from the
US$1.7 million loss in 2020.

 

The total profit before tax for the year demonstrated a maiden profit of
US$1.7 million, again significantly improved from the US$3.3 million loss in
2020. The total maiden net profit of US$7.0 million (2020: US$3.2 million
loss) was due to the recognition of a US$5.3 million (2020: US$nil) deferred
tax asset in relation to unutilised tax losses of US$22.5 million (2020:
US$nil) which can be utilised to offset tax arising on future taxable profits.
The cash outflow from operating activities fell to US$0.8 million from US$3.3
million in 2020, a 76% reduction.

 

The working capital cycle of the Company is now established in terms of
processes built and refined over the last four years. Debtor collections
continue to be good while we also continue to reduce average payable days. The
implementation of the bespoke podcast advertising booking system in 2018,
continued improved cash collection and sustained revenue growth has led to
2021 debtor days of 94 being comparable to the 87 reported in 2020. It should
be noted that a record revenue quarter in Q4 of US$20.7 million contributed to
the year-end debtor day total being above the 2020 total and the Company
continues to incur very minimal bad debt write offs. Average payable days
reduced from 65 days in 2020 to 55 days in 2021.

 

Post period end, the US$4 million loan facility with SPV Investments Limited
ended in February 2022, and the Company has secured a £1.5 million overdraft
with HSBC which will help towards any working capital requirements. The US$4
million content funding facility from SPV Investments Limited is due to expire
in June 2022.

 

The financial results shown above illustrate that the drive to increase
revenues whilst maintaining strong cost management is working and should
deliver significant shareholder value as the Company continues to take market
share in the growing podcast industry.

 

Trading Update and Outlook

 

2022 is set to be another successful year for Audioboom with continued revenue
expansion and growth in profitability. Progress in the first quarter was
strong - as recently announced, we achieved Q1 revenue of US$19.7 million,
year-on-year revenue growth of 107% and adjusted EBITDA profit of US$0.9
million. Demand for our advertising inventory is high, with more than US$60.5
million of advertising bookings already contracted for 2022 - more than our
total revenue for 2021. 2022 has started well in relation to renewing key
content partnerships in our Premium Network, including new deals with Casefile
True Crime, Mile Higher, Strange & Unexplained, Lights Out and The Sesh.
We are working to renew further key content partnerships in the coming months,
maintaining the financial discipline that is embedded in the contract renewal
process. Should these renewals be successful, we will update the market
expectations for 2022 at the appropriate time.

 

Showcase, our tech-based advertising product, is continuing to expand faster
than other areas of the business with Q1 revenue 150% greater than the same
period in 2021. During the first quarter Showcase contributed more than 11% of
the Group's revenue. We also added NZME - a leading radio and media company in
New Zealand - as a new monetisation partner for Showcase. NZME will deliver
revenue against Audioboom's consumption in New Zealand. During Q1 2022, we
made more than 1 billion impressions available to buyers within Showcase,
delivering true global scale.

 

Our ambition is to build the world's leading podcasting business, and I am
delighted with the start we have made in 2022, and look forward to the future
with confidence. I would like to thank our creators, clients, customers and
partners, as well as our incredibly talented Audioboom team and our supportive
shareholders as we look forward to another exciting and successful year.

 

 

Stuart Last

Chief Executive Officer

22 April 2022

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE YEAR ENDED 31 DECEMBER 2021

 

 

                                                                                               2021               2020
                                                                                        Notes  US$'000            US$'000

 Continuing operations

 Revenue                                                                                2      60,317             26,782
 Cost of sales                                                                                 (47,066)           (20,581)
                                                                                               -----------------  -----------------
 Gross profit                                                                                  13,251             6,201

 Administrative expenses                                                                       (11,452)           (9,288)
                                                                                               -----------------  -----------------
 Adjusted operating profit / (loss)                                                            3,133              (1,720)

 - Share based payments                                                                 17     (1,174)            (715)
 - Depreciation                                                                                (55)               (60)
 - Corporate transaction costs                                                                 -                  (167)
 - Depreciation - leases                                                                14     (252)              (319)
 - Operating foreign exchange gain / (loss)                                                    163                (106)
 - Restructuring costs                                                                         (16)               -
                                                                                               ----------------   ----------------

 Operating profit / (loss)                                                              3      1,799              (3,087)

 Finance costs                                                                          6      (87)               (210)
                                                                                               ----------------   ----------------
 Profit / (loss) before tax                                                                    1,712              (3,297)

 Taxation on continuing operations                                                      7      5,275              -
                                                                                               ----------------   ----------------
 Profit / (loss) for the financial period attributable to equity holders of the parent         6,987              (3,297)
                                                                                               ----------------   ----------------
 Other comprehensive profit / (loss)

 Foreign currency translation difference                                                       6                  61
                                                                                               ----------------   ----------------
 Total comprehensive profit / (loss) for the period                                            6,993              (3,236)
                                                                                               ========           ========

 Profit / (loss) per share
 from continuing operations
 Diluted EPS                                                                            8      40 cents           (23) cents
 Basic EPS                                                                              8      45 cents           (23) cents
                                                                                               ============       ============

 

All results for both periods are derived from continuing operations.

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS AT 31 DECEMBER
2021

 

 

                                               As at 31 December 2021               As at 31 December 2020
                                       Notes                   US$'000                               US$'000

 ASSETS

 Non-current assets
 Property, plant and equipment         9      77                                    90
 Right of use asset                    14     576                                   822
 Deferred tax asset                    7      4,650                                 -
                                              ---------------                       ---------------
                                                               5,303                                 912
 Current assets

 Trade and other receivables           11     18,147                                8,028
 Cash and cash equivalents                    2,969                                 3,257
 Deferred tax asset                    7      625                                   -
                                              ---------------                       ---------------
                                                               21,741                                11,285
                                                               -------------------                   -------------------
 TOTAL ASSETS                                                  27,044                                12,197
                                                               -------------------                   -------------------
 Current liabilities
 Trade and other payables              12                      (12,167)                              (5,415)
 Lease liability                       14                      (269)                                 (252)
                                                               -------------------                   -------------------
 NET CURRENT ASSETS                                            9,305                                 5,618
                                                               -------------------                   -------------------
 Non-current liabilities
 Lease liability                       14                      (358)                                 (636)
                                                               -------------------                   -------------------
 NET ASSETS                                                    14,250                                5,894
                                                               =========                             =========

 EQUITY

 Share capital                         13                      -                                     -
 Share premium                         13                      61,011                                60,822
 Issue cost reserve                                            (2,048)                               (2,048)
 Foreign exchange translation reserve                          (377)                                 (276)
 Reverse acquisition reserve                                   (3,380)                               (3,380)
 Retained earnings                                             (40,956)                              (49,224)
                                                               ----------------                      ----------------
 TOTAL EQUITY                                                  14,250                                5,894
                                                               ========                              ========

The accompanying accounting policies and notes form an integral part of these
financial statements.

 

 

 

CONSOLIDATED CASH FLOW STATEMENT

 

FOR THE YEAR ENDED 31 DECEMBER 2021

 

 

                                                                         2021              2020
                                                                         US$'000           US$'000

 Profit / (loss) from continuing operations                              6,987             (3,297)
                                                                         ----------------  ----------------
 Profit / (loss) for the period                                          6,987             (3,297)

 Adjustments for:
 Deferred tax credit                                                     (5,275)           -
 Interest payable                                                        87                210
 Depreciation of fixed assets                                            55                60
 Share based payments                                                    1,174             715
 Increase in trade and other receivables                                 (10,120)          (906)
 Increase in trade and other payables                                    6,712             301
 Decrease in lease liability                                             (348)             (411)
 Foreign exchange (loss) / gain                                          (80)              76
                                                                         ----------------  ----------------
 Cash flows from operating activities                                    (808)             (3,252)

 Taxation received                                                       -                 28
                                                                         ----------------  ----------------
 Net cash used in operating activities                                   (808)             (3,224)
                                                                         ----------------  ----------------
 Investing activities
 Purchase of property, plant and equipment                               (43)              (10)
                                                                         ----------------  ----------------
 Net cash used in investing activities                                   (43)              (10)
                                                                         ----------------  ----------------
 Financing activities
 SPV loan interest and fees                                          6   -                 (113)
 Proceeds from SPV loan                                              6   -                 700
 Repayment of SPV loan                                               6   -                 (700)
 Proceeds from HSBC loan                                             12  374               -
 Proceeds from issue of ordinary share capital (net of issue costs)      189               4,612
                                                                         ----------------  ----------------
 Net cash generated from financing activities                            563               4,499
                                                                         ========          ========

 Net (decrease) / increase in cash and cash equivalents                  (288)             1,265
                                                                         ----------------  ----------------
 Cash and cash equivalents at beginning of period                        3,257             1,992
                                                                         ----------------  ----------------
 Cash and cash equivalents at end of period                              2,969             3,257
                                                                         ========          ========

 

The Group had no borrowings at the end of either financial period and
therefore no reconciliation of net debt has been provided.

 

 

AUDIOBOOM GROUP PLC

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

FOR THE YEAR ENDED 31 DECEMBER 2021

 

 

                                                                    Share capital        Share premium        Issue cost reserve   Reverse acquisition reserve  Foreign exchange translation reserve  Retained earnings    Total equity
                                                                    US$'000              US$'000              US$'000              US$'000                      US$'000                               US$'000              US$'000
                                                                    -------------------  -------------------  -------------------  -------------------          -------------------                   -------------------  -------------------
 At 31 December 2019                                                -                    56,210               (2,048)              (3,380)                      (337)                                 (46,783)             3,662
                                                                    -------------------  -------------------  -------------------  -------------------          -------------------                   -------------------  -------------------
 Loss for the period                                                -                    -                    -                    -                            -                                     (3,297)              (3,297)
 Issue of shares                                                    -                    4,612                -                    -                            -                                     -                    4,612
 Equity-settled share-based payments                                                     -                    -                    -                            -                                     856                  856

                                                                    -
 Foreign exchange gain on translation of overseas subsidiaries      -                    -                    -                    -                            61                                    -                    61
                                                                    -------------------  -------------------  -------------------  -------------------          -------------------                   -------------------  -------------------
 At 31 December 2020                                                -                    60,822               (2,048)              (3,380)                      (276)                                 (49,224)             5,894
                                                                    -------------------  -------------------  -------------------  -------------------          -------------------                   -------------------  -------------------
 Profit for the period                                              -                    -                    -                    -                            -                                     6,987                6,987
 Issue of shares                                                    -                    189                  -                    -                            -                                     -                    189
 Equity-settled share-based payments                                                     -                    -                    -                            -                                     1,174                1,174

                                                                    -
 Foreign exchange gain on translation of overseas subsidiaries      -                    -                    -                    -                            6                                     -                    6
                                                                    -------------------  -------------------  -------------------  -------------------          -------------------                   -------------------  -------------------
 At 31 December 2021                                                -                    61,011               (2,048)              (3,380)                      (270)                                 (41,063)             14,250
                                                                    -------------------  -------------------  -------------------  -------------------          -------------------                   -------------------  -------------------

 

 

Share premium

 

Share premium represents the consideration paid for shares in excess of par
value (nil), less directly attributable costs.

 

Issue cost reserve

 

The issue cost reserve arose from expenses incurred on share issues.

 

Reverse acquisition reserve

 

The reverse acquisition reserve relates to the reverse acquisition of
Audioboom Limited by Audioboom Group plc on 20 May 2014.

 

Foreign exchange translation reserve

 

The foreign exchange translation reserve is used to record exchange
differences arising from the translation of the financial statements of
foreign operations.

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31 DECEMBER 2021

 

 

1.       ACCOUNTING POLICIES

 

General information and basis of preparation

 

Audioboom Group plc is incorporated in Jersey under the Companies (Jersey) Law
1991. The Company's shares are traded on AIM, the market of that name,
operated by the London Stock ExchangeThe Company is required under rule 19 of
the AIM Rules for Companies to provide shareholders with audited consolidated
financial statements.

The Group prepares its consolidated financial statements in accordance with
International 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. 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 22 April 2022

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 2020, but is derived from the 2020 Annual Report &
Accounts. The auditors have reported on those accounts; their report was
unqualified.

The preparation of financial statements in accordance with IFRS requires the
use of estimates and assumptions that affect the reported amounts of assets
and liabilities, and disclosure of contingent assets and liabilities, at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Although these estimates are based on
management's best knowledge of current events and actions, actual results may
ultimately differ from those estimates.

 

The accounting policies used in completing this financial information have
been consistently applied in all periods shown.

 

New standards adopted by the Group

The Group has not adopted any new standards for the period commencing 1
January 2021.

 

Standards, amendments and interpretations of published standards not yet
effective

Certain standards, amendments to, and interpretations of, published standards
have been published that are mandatory for the Group's accounting years
beginning on or after 1 January 2022 or later years and which the Group has
decided not to adopt early:

·      Onerous Contracts - Cost of Fulfilling a Contract (Amendments to
IAS 37) (effective for periods commencing on or after 1 January 2022);

·      IFRS 17: Insurance Contracts (effective for periods commencing on
or after 1 January 2023);

·      Property, Plant and Equipment: Proceeds before Intended Use
(Amendments to IAS 16) (effective for periods commencing on or after 1 January
2022);

·      Annual Improvements to IFRS Standards 2018-2020 (Amendments to
IFRS 1, IFRS 9, IFRS 16 and IAS 41) (effective for periods commencing on or
after 1 January 2022); and

·      References to Conceptual Framework (Amendments to IFRS 3)
(effective for periods commencing on or after 1 January 2022).

None of the above listed changes are anticipated to have a material impact on
the Group's financial statements.

 

 

ACCOUNTING POLICIES (continued)

 

Key accounting policies

 

Going concern

The financial statements have been prepared on the going concern basis, which
assumes that the Group will have sufficient funds to continue in operational
existence for at least twelve months from the date of approval of the
financial statements. The Group ended the year with access to US$6.3 million
of capital, being US$3.0 million of cash and US$3.3 million remaining
available to draw down under the loan facility arrangement with SPV
Investments Limited announced in February 2020 subsequently ended in February
2022, and in its place the Company secured a £1.5 million overdraft facility
with HSBC on 14 April 2022. The Board's forecasts for the Group, including due
consideration of the business forecasting continuing positive EBITDA in 2022,
projected increase in revenues and decreasing cash-burn of the Group and
taking account of reasonable possible adverse changes in trading performance
including changes outside of expected trading performance, indicate that the
Group will have sufficient cash available to continue in operational existence
for the next 12 months from the date of approval of the financial statements
and beyond. Based on the Board's forecasts, the Group considers that it will
not require additional funding for the foreseeable future for the purposes of
meeting its liabilities as and when they fall due. The Board believes that the
Group is well placed to manage its business risks, and longer-term strategic
objectives, successfully.

 

Management has carried out sensitivity analyses of the Group's cash flow
models to assess the impact of a range of possible outcomes, including lower
than anticipated revenues, and the mitigations that the Group has available to
it, including a reduction in overhead costs, active working capital management
and the availability of finance from HSBC. Accordingly, the Directors are
satisfied that the Group will continue to be able to meet its ongoing
liabilities as and when they fall due in reasonably foreseeable circumstances.

 

Therefore, the Directors consider the going concern basis of preparation of
these financial statements appropriate.

 

             Revenue

Revenue represents amounts receivable for services provided in the normal
course of business, and excludes intra-group sales, Value Added Tax and trade
discounts.

Revenue is recognised when the amount of revenue can be measured reliably, it
is probable that the economic benefits associated with the transaction will
flow to the entity, the costs incurred or to be incurred can be measured
reliably, and when the criteria for each of the Group's different activities
has been met. Revenue comprises:

l  Sale of advertising: the value of goods and services is recognised on
broadcast of the podcast

l  Sponsorship income: the value of goods and services is recognised over the
time to which it relates

l  Sale of subscriptions: the value of goods and services is recognised
across the period of subscription

 

The Directors have considered the requirements of IFRS 15 in respect of
multiple performance obligations within one contract and have not identified
any such instances. There are no contracts which incorporate variable or
contingent consideration.

 

The Group entities, Audioboom Limited and Sonic Influencer Marketing, are both
considered to be the principal entity in terms of revenue recognition. The
entities set or communicate the advertising pricing that is required to
advertise on represented podcast content, contracts directly with the brand or
agency to secure the advertising and confirms the date at which that
advertising will be allocated. The entities are also responsible for invoicing
and collecting payment from customers who have booked advertising slots and
furthermore bear inventory risk associated with advertising slots acquired but
not sold.

 

             Content partner minimum revenue guarantees

In order to attract and retain leading podcast partners, the Group offers
certain partners minimum revenue guarantees ("MG")  over the life of the
agreement between the parties. The MG offers guaranteed revenue over the life
of the agreement in the form of monthly payments and/or an upfront advance
payment, which is then recouped over the life of the agreement, thus reducing
future expected payments proportionally. The MG's provided secure the right of
access to future content and therefore the expenditure in relation to these
guarantees is recognised over the term of the contract, as this is the period
over which the content providers' obligations are discharged to the Group and
accordingly the basis

 

ACCOUNTING POLICIES (continued)

 

on which the Group consumes the benefit of these obligations. In accordance
with IFRS 9, no liability is recognised at the date of the contract as the MG
relates to future performance obligations of the content provider.

 

             Foreign currency

For the purpose of the consolidated financial statements, the results and
financial position of each Group company are expressed in US Dollars, which is
the presentational currency of the consolidated financial statements. The
majority of trade in the Company is in the USA and therefore the Company's
functional currency is US Dollars.

 

In preparing the financial statements of the individual companies,
transactions in currencies other than the entity's functional currency
(foreign currencies) are recorded at the rates of exchange prevailing on the
dates of the transactions.  At each balance sheet date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing on the balance sheet date.  Non-monetary items that are
measured in terms of historical cost in a foreign currency are not
retranslated.

 

Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in profit or loss for the
period.

 

For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the balance sheet date.  Income and expense items are
translated at the average monthly rate of exchange ruling at the date of the
transaction, unless exchange rates fluctuate significantly during that month,
in which case the exchange rates at the date of the transactions are used.

 

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation
and impairment losses, if any.

 

Depreciation is calculated under the straight-line method to write off the
depreciable amount of the assets over their estimated useful lives.
Depreciation of an asset does not cease when the asset becomes idle or is
retired from active use unless the asset is fully depreciated. The principal
annual rates used for this purpose are between three and five years.

 

The depreciation method, useful lives and residual values are reviewed, and
adjusted if appropriate, at the end of each reporting period to ensure that
the amounts, method and years of depreciation are consistent with previous
estimates and the expected pattern of consumption of the future economic
benefits embodied in the items of the property, plant and equipment.

 

Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when the cost is incurred, and it is
probable that the future economic benefits associated with the asset will flow
to the Group and the cost of the asset can be measured reliably. The carrying
amount of parts that are replaced is derecognised. The costs of the day-to-day
servicing of property, plant and equipment are recognised in profit or loss as
incurred. Costs also comprise the initial estimate of dismantling and removing
the asset and restoring the site on which it is located for which the Group
are obligated to incur when the asset is acquired, if applicable.

 

Leases

Leases of property for periods longer than one year are capitalised at the
fair value of the leased property (disclosed as a right of use asset on the
face of the statement of financial position) with the corresponding rental
obligations, net of finance charges, included in current and non-current
liabilities. The fair value of the lease asset and corresponding liability is
calculated as the present value of the minimum value of lease payments for
which the Group will become liable, discounted at a rate considered
appropriate.

 

Lease rental payments are split between a reduction in the lease liability and
finance cost, with depreciation charges of the right of use asset over its
useful economic life recognised as an expense in the Group's income statement.

 

Payments made under operating leases, where the risks and rewards are not
transferred to the Group, are recognised as an expense in the income
statement.

 

 

 

     ACCOUNTING POLICIES (continued)

 

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other
short-term, highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.

 

Basis of consolidation

The consolidated financial statements consolidate the financial statements of
Audioboom Group plc and all its subsidiary undertakings up to 31 December
2021, with comparative information presented for the year ended 31 December
2020. No profit and loss account is presented for Audioboom Group plc as
permitted by section 408 of the Companies Act 2006.

 

Subsidiaries are all entities over which the Group has the power to control
the financial and operating policies and is exposed to or has rights over
variable returns from its involvements with the investee and has the power to
affect returns. Audioboom Group plc obtains and exercises control through more
than half of the voting rights for all its subsidiaries. All subsidiaries have
a reporting date of 31 December and are consolidated from the acquisition
date, which is the date from which control passes to Audioboom Group plc.

 

The results of associate undertakings are consolidated under the equity method
of accounting. The Group applies uniform accounting policies and all
intra-group transactions, balances, income and expenses are eliminated on
consolidation

 

Share based payments

Where share options are awarded to employees, the fair value of the options at
the date of grant is charged to the statement of comprehensive income on a
straight-line basis over the vesting period. Non-market vesting conditions are
taken into account by adjusting the number of options expected to vest at each
statement of financial position date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of options
that eventually vest. Market vesting conditions are factored into the fair
value of the options granted. The cumulative expense is not adjusted for
failure to achieve a market vesting condition.

 

Warrants

Warrants issued to Directors, employees and third-party suppliers are measured
at the fair value of the service provided with reference to comparable cash
settled transactions or, where the value of the services provided is
uncertain, with reference to an appropriate valuation methodology. Warrants
are ascribed a value at the date of grant, with this value recognised as an
expense in the statement of comprehensive income over the relevant vesting
period.

 

Current and deferred taxation

Current tax is the expected tax payable on taxable income for the period,
using tax rates enacted or substantively enacted at the balance sheet date,
and any adjustments to tax payable in respect of previous periods.

Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profits ('temporary differences') and is accounted for using the balance sheet
liability method.

Deferred tax liabilities are generally recognised for all taxable temporary
differences.

Deferred tax assets are generally recognised to the extent that it is probable
that taxable profits will be available against which deductible temporary
differences can be utilised. Where there are deductible temporary differences
arising in subsidiaries, deferred tax assets are recognised only where it is
probable that they will reverse in the foreseeable future and taxable profits
will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
tax profits will be available to allow all or part of the asset to be
recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised. Deferred tax is
charged or credited to the statement of income.

 

 

 

     ACCOUNTING POLICIES (continued)

 

Financial Instruments

 

Financial assets

Trade receivables and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified as loans and
receivable financial assets, using the effective interest method less
impairment. Interest is recognised by applying the effective interest method,
except for short-term receivables when the recognition of interest would be
immaterial.

 

Financial liabilities

All financial liabilities are initially measured at fair value plus directly
attributable transaction costs and subsequently measured at amortised cost
using the effective interest method, other than those categorised as fair
value through profit or loss. Financial liabilities are classified as current
liabilities unless the Group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting date.

 

Equity instruments

Instruments classified as equity are measured at cost and are not remeasured
subsequently.

 

Critical accounting judgements and key areas of estimation uncertainty

 

Share based compensation

The Group issues equity settled share based payments to certain Directors and
employees, which have included grants of options in the current period. Equity
settled share based payments are measured at fair value at the date of grant,
with the charge being recognised within the statement of comprehensive income
over the period of service to which the grant relates.

The fair value of share options is measured using a Black-Scholes framework.
The Directors have used judgement in the calculation of the fair values of the
share based compensation which has been granted during the period, and
different assumptions in the model would change the financial result of the
business.

Warrants

The Group issues warrants to certain Directors and third parties. Warrants are
measured at the fair value of the service provided with reference to
comparable cash settled transactions or appropriate valuation methodologies at
the date of grant, with the charge being recognised within the statement of
comprehensive income over the period of service to which the grant relates.

IFRS 16: Leases

The Group recognises lease liabilities at the present value of future cash
flows. The determination of present value involves judgements and estimates,
in particular in relation to the discount factor to be applied to those cash
flows. In determining an appropriate discount factor the Directors considered
a range of factors including the Group's cost of capital together with the
interest rate charged on the Group's external debt facilities. Having
considered these factors the Directors have assessed that 8% is an appropriate
discount factor to determine the value of the Group's lease liabilities.

 

Recognition and measurement of deferred tax assets

The Group recognises deferred tax assets in relation to unutilised tax losses
which can be utilised to offset tax arising on future taxable profits.
Utilisation of these tax losses is dependent on the timing and extent of
future taxable profits of the Group. Therefore the recognition and measurement
of deferred tax assets is based on the judgement of the Directors as to this
profitability and represents an area of material estimation uncertainty.

 

 2.  REVENUE               2021            2020
                           US$'000         US$'000

     Subscription          504             463
     Advertising           59,813          26,319
                           --------------  --------------
                           60,317          26,782
                           =======         =======

 

The Directors consider the Group to operate within one operating segment,
content related revenue, and consequently expenditure and balance sheet
analysis is not presented between subscription and advertising services.

 

Geographical information

The Group's operations are principally located in the UK and the USA. The main
assets of the Group, cash and cash equivalents, are held in the UK.

 

The Group's revenue from external customers by geographical location is
detailed below:

 

                                2021            2020
                                US$'000         US$'000

     United Kingdom             2,536           1,638
     Rest of the World          -               36
     USA                        57,781          25,108
                                --------------  --------------
                                60,317          26,782
                                =======         =======

The Group invoiced 35% of its income to three customers who represented more
than 10% of the reported revenues.

 

The Group currently has two material geographic revenue regions, however, as
the Group's controlling operations are primarily based in the UK, there is no
separation of income, expenditure and sections of the balance sheet for the
purposes of segmental reporting.

 

 

 3.  OPERATING PROFIT / (LOSS)                                                                                2021     2020
                                                                                                              US$'000  US$'000
     Operating profit / (loss) for the period has been arrived at after charging
     the following:

     Depreciation of property, plant & equipment                                                              55       60
     Operating foreign exchange gain / (loss)                                                                 163      (106)
     Staff costs (refer to note 5 for detail)                                                                 7,599    5,781
                                                                                                              =======  =======

 

 

 

 

 4.  AUDITOR'S REMUNERATION                                                           2021            2020
                                                                                      US$'000         US$'000
     Audit services
     Fees for the audit of the consolidated annual financial statements and the       89              74
     audit of the Company's subsidiaries pursuant to legislation
                                                                                      --------------  --------------
                                                                                      89              74
                                                                                      =======         =======

 

 5.  STAFF COSTS                                                    2021            2020
                                                                    Number          Number

     Average number of production, editorial and sales staff        29              31
     Average number of management and administrative staff          8               6
                                                                    --------------  ---------------
                                                                    37              37
                                                                    =======         =======

                                                                    US$'000         US$'000

     Wages and salaries                                             5,900           4,613
     Social security costs                                          419             362
     Pension costs (defined contribution scheme)                    290             206
     Share based payments                                           990             600
                                                                    --------------  ---------------
                                                                    7,599           5,781
                                                                    =======         =======

 

 

 

 6.  FINANCE COSTS                                      2021          2020
                                                        US$'000       US$'000

     Depreciation - lease interest (see note 14)        87            97
     SPV loan interest and arrangement fee              -             113
                                                        ------------  -------------
                                                        87            210
                                                        =======       =======

 

                On 7 February 2020, the Company announced that
it had entered into a two-year US$4 million secured loan facility arrangement
(the "Facility") with SPV Investments Limited. USS$0.7 million of the Facility
was drawn down, and subsequently repaid in November 2020. As at 31 December
2021, US$3.3 million of the non-revolving loan facility remained undrawn and
the Facility ended post period end. In the prior year, the Facility attracted
an arrangement fee of US$80,000 and the Company incurred 8% interest
annualised on amounts drawn (US$33,000). The Company has a £1.5 million
overdraft facility with HSBC and this was not utilised as at the date of this
report (see note 20).

 

 

7.      TAXATION

 

Tax reconciliation

The taxation credit on the loss for the period differs from the amount
computed by applying the corporation tax rate to the loss before tax for the
following reasons:

                                                                                           2021              2020
                                                                                           US$'000           US$'000

     Profit / (loss) on ordinary activities before tax                                     1,712             (3,297)
                                                                                           ----------------  ----------------

     Tax at UK corporation tax rate of 19.00% (2020: 19.00%)                               325               (626)

     Expenses not deductible for tax purposes                                              8                 35
     Utilisation of unrecognised tax losses brought forward                                4,785             -
     Deferred tax not recognised                                                           -                 453
     Effect of share based payments                                                        157               138
                                                                                           ----------------  ----------------
     Tax credit and effective tax rate for the period                                      5,275             -
                                                                                           =========         =========

 

                                                                                               2021              2020
                                                                                               US$'000           US$'000

 Current tax

 UK corporation tax on profit / losses in the current year                                     -                 -
 Deferred tax credit                                                                           5,275             -
                                                                                               ----------------  ----------------
 Tax credit recognised in the consolidated statement of income                                 5,275             -
                                                                                               =========         =========

 

The Group has carried forward UK losses amounting to US$31.9 million as of 31
December 2021 (2020: US$35.6 million). The gross amount of losses upon which
the deferred tax asset has been recognised amounts to US$22.5 million (2020:
US$nil). This is based on expected utilisation of future taxable profits as
estimated by the Directors. The deferred tax asset is expected to be utilised
within five years. Refer to the recognition and measurement of deferred tax
assets accounting judgement detail in the accounting policies section for
further disclosure.

There was a deferred tax liability of US$nil (2020: US$nil).

 

                                                             2021               2020
                                                             US$'000            US$'000

     Deferred tax current asset (unutilised tax losses)      625                -
     Deferred tax non-current asset (unutilised tax losses)  4,650              -
                                                             -----------------  -----------------
     Total deferred tax asset                                5,275              -
                                                             ========           ========

 

 
 

 

 

8.          PROFIT PER SHARE

 

Basic earnings per share is calculated by dividing the profit  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
for the year ended 31 December 2020, as per IAS33:36, the anti-dilutive
potential ordinary shares are disregarded in the calculation of diluted EPS.

 

Reconciliation of the profit and weighted average number of shares used in the
calculation are set out below:

 

                                               Profit     Weighted average  Earnings per
                                               / (Loss)   number of shares  share

                                               2021

                                               US$'000    Thousand          Cents
     Basic EPS
     Profit attributable to equity holders     6,987      15,695            45
     Diluted EPS
     Profit attributable to equity holders     6,987      17,353            40
                                               =========  =========         =========

                                               2020

                                               US$'000    Thousand          Cents
     Basic EPS
     Loss attributable to shareholders:
     - Continuing and discontinued operations  (3,297)    14,276            (23)
                                               =========  =========         =========

 

 

9.          PROPERTY, PLANT AND EQUIPMENT

 

                              Furniture &
                              equipment          Computers        Technical        Studio           Total
                              US$'000            US$'000          US$'000          US$'000          US$'000
     Cost
     At 31 December 2019      53                 224              3                124              404
     Additions                2                  4                -                -                6
     Disposals                (29)               -                -                -                (29)
     Foreign exchange effect  -                  (5)              -                -                (5)
                              --------------     ---------------  ---------------  ---------------  ----------------
     At 31 December 2020      26                 223              3                124              376
                              --------------     ---------------  ---------------  ---------------  ----------------
     Additions                -                  43               -                -                43
                              --------------     ---------------  ---------------  ---------------  ----------------
     At 31 December 2021      26                 266              3                124              419
                              --------------     ---------------  ---------------  ---------------  ----------------
     Depreciation
     At 31 December 2019      42                 128              3                91               264
     Charge for the period    5                  37               -                18               60
     Disposals                (29)               -                -                -                (29)
     Foreign exchange effect  (4)                (5)              -                -                (9)
                              ----------------   ---------------  ---------------  ---------------  ----------------
     At 31 December 2020      14                 160              3                109              286
                              -----------------  ---------------  ---------------  ---------------  ----------------
     Charge for the period    4                  34               -                17               55
     Foreign exchange effect  1                  2                -                (2)              1
                              ----------------   ---------------  ---------------  ---------------  ----------------
     At 31 December 2021      19                 196              3                124              342
                              -----------------  ---------------  ---------------  ---------------  ----------------
     Net book value
     At 31 December 2019      11                 96               -                33               140
                              =========          =========        =========        =========        =========
     At 31 December 2020      12                 63               -                15               90
                              =========          =========        =========        =========        =========
     At 31 December 2021      7                  70               -                -                77
                              =========          =========        =========        =========        =========

 

10.          SUBSIDIARIES

 

As at 31 December 2021, Audioboom Group plc held more than 20% of the share
capital of the following companies:

 

 

                          Registered office                                              Class of shares  % held by parent
 Audioboom Limited        57 Southwark Street, City Bridge House, Southwark, SE1 1RU     Ordinary         100%
 Audioboom Inc.           251 Little Falls Drive, Wilmington, Delaware 1980, USA         Ordinary         100%
 Austin Advertising Inc.  1013 Centre Road, Suite 403S, Wilmington, Delaware 19805, USA  Ordinary         100%

 

Audioboom Inc is held through Audioboom Limited. Austin Advertising Inc is
held through Audioboom Inc.

 

 11.  TRADE AND OTHER RECEIVABLES                            2021              2020
                                                             US$'000           US$'000

      Amounts receivable for the sale of goods and services  15,483            6,358
      Allowance for doubtful debts                           (131)             -
                                                             ----------------  ----------------
      Net receivables                                        15,352            6,358

      Other receivables                                      254               240
      Prepayments and accrued income                         2,456             1,383
      Taxes recoverable                                      85                47
                                                             ----------------  ----------------
                                                             18,147            8,028
                                                             =========         =========

 

The average credit period taken on sales of goods and services is 94 days
(2020: 87 days). No interest is charged on receivables. Trade receivables are
provided for based on estimated irrecoverable amounts from the sale of goods
and services, determined by reference to past default experience and
likelihood of recovery as assessed by the Directors.

 

Included in the Group's trade receivable balance are debtors with a carrying
amount of US$2.5 million (2020: US$0.3 million) which are past due at the
reporting date.

 

Having considered the Group's exposure to bad debts and the probability of
default by customers, no expected credit losses have been recognised in
accordance with IFRS 9 (2020: US$nil).

 

Accrued income carried forward into 2022, that will reverse fully in 2022, is
US$2.0 million (2020: US$0.5 million).

 

 12.  TRADE AND OTHER PAYABLES                                2021              2020
                                                              US$'000           US$'000
      Current liabilities
      Trade payables                                          7,653             4,158
      Other taxes and social security                         77                30
      Accruals                                                3,880             1,216
      Other payables                                          183               11
      Loan liability                                          374               -
                                                              ----------------  ----------------
      Trade and other payables due within less than one year  12,167            5,415
                                                              =========         =========

Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs. The average credit period taken for trade
purchases is 55 days (2020: 65 days). The Group has financial risk management
policies in place to ensure that all payables are paid within the credit time
frame.

 

The Group records negligible deferred income and therefore no analysis of
contract liabilities has been provided.

 

On 17 February 2021, Audioboom Inc received a US$374,000 Paycheck Protection
Program loan from HSBC Bank USA operating under the US Small Business
Administration where financial support is given to US domiciled companies
during the Covid-19 pandemic. The loan will be forgiven should Audioboom Inc
not reduce headcount during the loan period.

 

 

 

 

 

13.        STATED CAPITAL ACCOUNT

 

 

                                                                    No. of                  Share                  Share
                                                                    shares                  capital                premium
                                                                                            US$'000                US$'000

                                 At 31 December 2019                14,006,757              -                      56,210

                                 Shares issued in the period
                                 Share options exercised            267,737                 -                      539
                                 Shares issued at 225p each         1,400,000               -                      4,073
                                                                    ----------------------  -------------------    ---------------------
                                 At 31 December 2020                15,674,494              -                      60,822
                                                                    ----------------------  -------------------    ---------------------

                                 Shares issued in the period
                                 Share options exercised            93,523                  -                      189
                                                                    --------------------    ---------------------  -----------------------
                                 At 31 December 2021                15,768,017              -                      61,011
                                                                    ===========             ===========            ===========

 

There is no authorised share capital and all shares rank pari passu. All
issued share capital is fully paid up. All ordinary shares have no par value.

 

 

 

 

 

14.        RIGHT OF USE ASSET LEASES

 

             Set out below are the carrying amounts of
right-of-use assets recognised and the movements during the period:

                                       Office Lease Total
                                       US$'000
 At 31 December 2019                   1,300
 Disposals                             (150)
 Depreciation expense                  (319)
 Foreign exchange                      (9)
                                       ----------------
 At 31 December 2020                   822
                                       ----------------
 Depreciation expense                  (252)
 Foreign exchange                      6
                                       ----------------
 At 31 December 2021                   576
                                       =========

Set out below are the carrying amounts of lease liabilities and the movements during the period:
                               2021           2020
                               US$'000        US$'000

 Balance at 1 January          888            1,369
 Payment of lease liabilities  (348)          (411)
 Imputed lease interest costs  87             86
 Disposals                     -              (150)
 Foreign exchange              -              (6)
                               -------------  -------------
 Balance at 31 December        627            888
                               ========       ========
 Current                       269            252
 Non-current                   358            636

The following are the amounts recognised in the consolidated income statement:

                                              2021           2020
                                              US$'000        US$'000

 Depreciation expense of right of use assets  252            319
 Interest expense on lease liabilities        87             86
                                              -------------  -------------
 Total amount recognised                      339            405
                                              ========       ========

 

The Company had total cash outflows for leases of US$435,000 in 2021 (2020:
$497,000).

 

The following are the total value of the commitments on an undiscounted basis:

                             2021           2020
                             US$'000        US$'000

 Under one year              356            347
 One to five years           474            829
                             -------------  -------------
 Total value of commitments  830            1,176
                             ========       ========

 

 

 15.  OPERATING LEASE ARRANGEMENTS                                    2021           2020
                                                                      $'000          $'000
      The Group as lessee
      Lease payments under operating leases recognised as an expense
      in the year                                                     78             70
                                                                      -------------  -------------
 At the balance sheet date, the Group had outstanding commitments for future
 minimum lease payments under non-cancellable operating leases, which fall due
 as follows:

      Under one year                                                  73             49
                                                                      -------------  -------------
                                                                      73             49
                                                                      ========       ========

 

The operating lease is not recognised as an asset or liability in the
Statement of Financial Position under IFRS 16 due to its total length being
less than one year.

 

16.        RELATED PARTY TRANSACTIONS

 

Key management personnel remuneration

 

See the Remuneration Committee Report for details relating to key management
personnel remuneration during the year. Key management during the year being
Stuart Last, CEO and Brad Clarke, CFO.

 

Content funding facility

 

On 17 June 2019, the Company agreed a content funding facility with SPV
Investments Ltd ('SPV), a special purpose vehicle. SPV was established and is
owned equally by Michael Tobin, the Company's Chairman, and Candy Ventures
sarl, the Company's largest shareholder. The SPV was established to provide
minimum revenue guarantees of up to US$4 million to certain leading new and
existing content partners of the Company. Audioboom pays 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 were to be granted 25,000 warrants to subscribe for ordinary shares
in the Company for every US$1 million of guarantee provided, subject to a
maximum of 100,000 warrants. The exercise price of all warrants associated
with the SPV content funding facility is £3.30 per ordinary share each, with
such warrants being exercisable for five years from grant. A total of 100,000
warrants have now been issued pursuant to the facility, which is the maximum
number of warrants being capable of issue in this regard. As at 31 December
2021 the amount remaining available under the facility was approximately
US$3.9 million.

 

US$4 million loan facility

 

In February 2020, the Company announced a US$4 million secured loan facility
arrangement (the "Facility") with SPV. The Facility attracted interest at a
rate of 8 per cent. per annum on drawn down funds, together with a US$80,000
arrangement fee payable on the first draw down, equivalent to 2 per cent. of
the full US$4 million available under the Facility. The Facility was secured
against the assets of Audioboom Limited. US$0.7 million was drawn down under
the Facility and this was repaid in full in November 2020 (including interest
and loan arrangement fees amounting to US$113,000). As at 31 December 2021 and
31 December 2020, US$3.3 million of the non-revolving Facility remained
undrawn and the Facility subsequently expired in February 2022.

 

 

 

17.        SHARE-BASED PAYMENTS

 

The Company has share option schemes for employees of the Group. Options are
exercisable at the price agreed at the time of the issue of the share option.
The vesting period and/or any performance conditions vary between employees.
If the options remain unexercised after a period of 10 years from date of
grant the options expire. Options are typically forfeited if the employee
leaves the Group before the options vest. Details of the share options granted
during the period are as follows:

                                         2021                              2020
                                                               Weighted                           Weighted
                                                               Average                            Average
                                         Number of             Exercise    Number of              Exercise
                                         Share options         Price (£)   Share options          Price (£)

     Outstanding at beginning of period  1,038,737             1.822       1,212,643              1.759
     Granted during the period           202,000               6.379       271,500                1.840
     Forfeited/lapsed during the period  -                     -           (177,669)              1.533
     Exercised during the period         (93,524)              1.504       (267,737)              1.464
                                         --------------------              ---------------------
     Outstanding at end of period        1,147,213             2.650       1,038,737              1.822
                                         =============                     =============
     Exercisable at end of period        840,213               2.118       547,379                1.845
                                         =============                     =============

The options outstanding at 31 December 2021 had a weighted average exercise
price of £2.65, and an average remaining contractual life of 8 years. The
inputs into the Black-Scholes model are as follows:

                                      2021               2020
     Weighted average share price     7.867              1.863
     Weighted average exercise price  7.867              1.863
     Expected volatility              85%                85%
     Expected life                    10 years           10 years
     Risk-free rate                   0.5%               0.5%
     Expected dividend yield          0%                 0%
                                      =============      =============

Expected volatility was determined by assessing the share price volatility
from the prior year. The Group recognised total expenses of US$1,174,000
related to equity-settled share-based payment transactions for the year ended
31 December 2021 (31 December 2020: US$600,000).

                          2021             2020
                          US$'000         US$'000

     Share option charge  990             600
     Warrant charge       184             115
                          --------------  --------------
                          1,174           715
                          ========        ========

 

At the period end, the Company had in issue outstanding share warrants for a
total of 520,000 shares (2020: 520,000 shares) with a weighted average
exercise price of £3.12 (2020: £3.12). All 520,000 (2020: 320,000) of the
warrants were exercisable at the period end.

 

 

 

 

18.        CONTENT PARTNER MINIMUM GUARANTEES

 

In order to attract and retain leading podcast partners, the Group offers
certain partners minimum revenue guarantees ("MG") over the life of the
agreement between the parties. The MG offers guaranteed revenue over the life
of the agreement in the form of monthly payments and/or an upfront advance
payment, which is then recouped over the life of the agreement, thus reducing
future expected payments proportionally. The MGs provided secure the right of
access to future content and therefore the expenditure in relation to these
guarantees is recognised over the term of the contract. The content providers'
obligations are discharged to the Group over the term of the contract in line
with when the Group consumes the benefit of these obligations. In accordance
with IFRS 9, no liability is recognised at the date of the contract as the MG
relates to future performance obligations of the content provider.

 

                                                      2021               2020
                                                      US$'000            US$'000

     MG expenditure committed in 12 months or less    8,279              6,585
     MG expenditure committed in more than 12 months  3,454              1,226
                                                      -----------------  -----------------
     Total MG amount committed to expenditure         11,733             7,811
                                                      ========           ========

 

Included within the above minimum guarantees are:

                                                                   2021               2020
                                                                   US$'000            US$'000

     MG amount that is backed by the SPV content funding facility  73                 2,881
     MG amount available in SPV content funding facility           3,927              1,119
                                                                   -----------------  -----------------
     Total SPV content funding facility (see note 16)              4,000              4,000
                                                                   ========           ========

 

 

 

 

 

 

 

19.        FINANCIAL INSTRUMENTS

 

Capital risk management

The Group manages its capital to ensure that entities in the Group will be
able to meet their financial obligations as they arise while maximising the
return to stakeholders. The capital structure of the Group consists of cash
and cash equivalents and equity attributable to equity holders of the parent,
comprising issued capital, reserves and retained earnings as disclosed in the
consolidated statement of changes in equity. As at the period end, the Group
did not have any external borrowings and was not subject to externally imposed
capital requirements. In February 2020, the Company secured a US$4 million
debt facility with two related parties (see note 16) which has since expired.
Post period end on 14 April 2022 the Company secured a £1.5 million overdraft
with HSBC.

 

Categories of financial instruments

 

                                              2021      2020
                                              US$'000   US$'000
     Loans & receivables
     Trade and other receivables              15,605    6,599
     Cash and cash equivalents                2,969     3,257

     Financial liabilities at amortised cost
     Trade and other payables                 7,837     4,168
                                              ========  ========

 

 

The carrying amounts of financial assets and financial liabilities recorded at
amortised cost approximates to their fair values.

 

Financial and market risk management objectives

It is, and has been throughout the period under review, the Group's policy not
to use or trade in derivative financial instruments. The Group's financial
instruments comprise its cash and cash equivalents and various items such as
trade debtors and trade creditors that arise directly from its operations. The
main purpose of the financial assets and liabilities is to provide finance for
the Group's operations in the period.

 

Currency risk management

The Group has limited exposure to foreign currency risk as a result of
matching local currency costs to local currency receipts; thus the main risks
arising from the Group's financial instruments are interest rate risk and
liquidity risk. The Board reviews and agrees policies for managing these risks
and they are summarised below. These policies have remained unchanged
throughout the period under review.

 

Interest rate risk management

The Group holds the majority of its cash and cash equivalents in corporate
current accounts. These accounts offer a competitive interest rate with the
advantage of quick access to the funds.

 

Credit risk management

Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. The Group
has adopted a policy of only dealing with creditworthy counterparties, as a
means of mitigating the risk of financial loss from defaults. The Group only
transacts with entities after assessing credit quality using independent
rating agencies and, if not available, the Group uses other publicly available
financial information and its own trading records to rate its major customers.
The Group's exposure is continuously monitored and the aggregate value of
transactions concluded is spread amongst approved counterparties. Credit
exposure is controlled by counterparty limits.

 

 

19.        FINANCIAL INSTRUMENTS (continued)

 

Ongoing credit evaluation is performed on the financial condition of accounts
receivable. The credit risk on liquid funds is limited because the
counterparties are banks with high credit-ratings assigned by international
credit-rating agencies. The carrying amount of financial assets recorded in
the financial statements, which is net of impairment losses, represents the
Group's maximum exposure to credit risk. Please refer to note 11 for more
detail on the trade receivables collection period.

 

The ageing of trade receivables (US$'000s) as at 31 December 2021 was:

 

 Current    Over 30 days   Over 60 days  90 days +  Total
 US$5,265  US$4,349        US$3,397      US$2,472   US$15,483
 34%       28%             22%           16%

 

 

Liquidity risk management

The Group's policy throughout the period has been to ensure continuity of
funds. The Group manages liquidity risk by maintaining adequate reserves and
banking facilities by continuously monitoring forecast and actual cash flows
and matching the maturity profiles of financial assets and liabilities. Please
refer to note 12 for more detail on the trade payables payment period.

 

Fair value of financial instruments

The fair value of other non-derivative financial assets and financial
liabilities are determined in accordance with generally accepted pricing
models based on discounted cash flow analysis using prices from observable
current market transactions.

 

20.       POST BALANCE SHEET EVENTS

 

To the date of this repoert, 101,686 new Ordinary Shares were issued to
satisfy the exercise of existing share options under the Company's Share
Option Scheme 2014 by an employee. In addition, between 2 and 4 March 2022,
Michael Tobin exercised warrants over 350,000 ordinary shares of no par value
in the Company. Therefore, the total number of Ordinary Shares and voting
rights in the Company is 16,219,703 at the date of this report.

 

Post period end on 14 April 2022 the Company secured a £1.5 million overdraft
with HSBC and HSBC have a fixed and floating charge in place in relation to
this overdraft.

 

 

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