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REG - Audioboom Group PLC - Final Results

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RNS Number : 9279T  Audioboom Group PLC  23 March 2023

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

 

23 March 2023

 

Audioboom Group plc

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

 

Final audited results for the year ended 31 December 2022

 

Audioboom (AIM: BOOM), the leading global podcast company, is pleased to
announce its final audited results for the year ended 31 December 2022.

 

 Financial and operating highlights

 ●    2022 revenue of approximately US$74.9 million, up 24% on 2021 (US$60.3
      million)
 ●    Annual adjusted EBITDA((1)) profit of approximately US$3.6 million, up 15% on
      2021 (US$3.1 million)
 ●    Audioboom's revenue growth of 24% continues to significantly outpace wider
      market growth of 15%((2))
 ●    Average 2022 global monthly downloads of 117.1 million, up 19% on 2021 (98.2
      million)
 ●    Average 2022 monthly brand advertiser count of 5,257, up 60% on 2021 (3,278).
      Given the significant increase in Showcase revenue in 2022, this KPI (and
      comparable period) now includes those brands advertising on Showcase, our
      global advertising marketplace
 ●    2022 eCPM (revenue per 1,000 downloads) of US$52.88, up 3% on 2021 (US$51.46)
 ●    Group cash at year end of US$8.1 million, up US$5.1 million on 31 December
      2021 (US$3.0 million), with a further US$1.8 million available via an undrawn
      overdraft

 Key commercial developments

 ●    Continued strong growth of Showcase, our global tech driven advertising
      marketplace. Revenue from Showcase in 2022 up 70% on 2021 and contributed more
      than 15% to Group revenue, up from 11% in the prior year
 ●    Expansion of our creator network through new tier one content partnerships,
      including The Tim Dillon Show, The Nateland Podcast, Myths & Legends,
      Speak The Truth, Mea Culpa, Kendall Rae, Minds of Madness and Sinisterhood
 ●    Multi-year renewals of key creator partnerships, including Dark History, No
      Such Thing As A Fish, Murder Mystery Make-Up, The Way I Heard it with Mike
      Rowe, RELAX! with Colleen Ballinger & Erik Stocklin and Two Hot Takes
 ●    In December 2022, Audioboom was announced by Edison Research as the fourth
      largest podcast publisher in the US for the period October 2021 - September
      2022, behind only Spotify, SiriusXM and iHeartMedia

 Post year end highlights

 ●    Record audience reach achieved in February 2023, with more than 36 million
      unique users consuming podcasts through the Audioboom platform
 ●    Average monthly downloads for January and February 2023 of 122.2 million, an
      increase of 10% over Q4 2022 (110.9 million)
 ●    Showcase delivered record inventory levels with more than 540 million
      impressions being made available to advertisers, compared to 357 million
      average monthly available impressions during Q4 2022
 ●    Multi-year renewal of the production, technology and commercial partnership
      with Formula 1, with Audioboom delivering production, distribution and
      monetisation services for the official F1 podcasts through to 2025
 ●    Continued expansion of Audioboom's creator network through new content
      partnerships with top tier podcasts including Teachers Off Duty, The No Sleep
      Podcast, Your Rich BFF, Cup of Justice and Usual Disclaimer with Eleanor Neale
 ●    The Company has currently contracted revenue of more than US$50.0 million for
      2023 through advance advertising bookings
 ●    Reflecting the Company's strong performance in recent periods and forecasted
      future growth, it is the Board's current intention to introduce a progressive
      dividend policy with a maiden dividend in respect of the current financial
      year of at least 8 pence share being declared and paid in 2024

 

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

(2)PwC June 2022 Global Entertainment and Media Outlook report states that US
podcast advertising revenue was expected to grow by 15% in 2022 relative to
2021

 

 

Q1 Trading Update and Investor Presentation

 

The Company expects to provide a trading update in respect of Q1 2023 on or
around 19 April 2023.  Management will, as usual, provide an online
presentation via the Investor Meet Company platform at that time, with further
details to follow.

 

Stuart Last, CEO of Audioboom, commented: "The story of 2022 was of record
revenue, record adjusted EBITDA profit, and record cash generation for
Audioboom. We increased our market share considerably, continued on our
mission to power podcasting for creators and brands, and we expanded our
creator network diluting revenue concentration amongst our top tier of podcast
creators. Our progress was limited by an advertising market that weakened
throughout the year due to macro-economic conditions, but I am pleased with
our performance and remain confident in our future.

 

2023 has started well, focusing on strengthening our fundamentals to ensure
the business is primed for success as the advertising market improves and, as
ever, being strict with our cost controls in order to maximise profitability.
Already in Q1 we have delivered record audience and record ad inventory
levels. We have extended our key production and commercial partnership with
Formula 1, expanded our creator network, and booked more than US$50 million of
advertising revenue for the year."

 

Michael Tobin, Chairman of Audioboom, commented: "These annual results reflect
upon the Company's continuing growth in 2022, albeit the challenging market
conditions of the second half of the year constrained the potential for an
even stronger performance.

 

The resilience of the business model in those conditions was illustrated by
24% top-line growth (well ahead of the projected growth of the wider
industry), increased adjusted EBITDA profit and further growth across all of
its KPIs and operational areas. This growth once again led to increased market
share and reinforced the Company's position as one of the world's largest
independent podcast companies in an industry that continues its rapid maturity
into mainstream media.

 

The Board is confident that the business is not just showing good resilience,
but is moving forward, fully primed for further growth across 2023.  As such,
it is the Board's current intention to declare the Company's maiden dividend
in respect of the current year ending 31 December 2023."

 

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)                              Tel: +44(0)20 7220 0500
 Jonny Franklin-Adams/Abigail Kelly/Milesh Hindocha (Corporate Finance)

 Charlotte Sutcliffe/Harriet Ward (ECM)

About Audioboom

Audioboom Group plc ("Audioboom") is a global leader in podcasting - our shows
are downloaded more than 130 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 Edison Research.

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), 'True
Crime Obsessed' (US), 'The Tim Dillon Show' (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 pleased to introduce these annual results which reflect upon the
Company's continuing growth in 2022, albeit the challenging market conditions
of the second half of the year constrained the potential for an even stronger
performance.

 

The resilience of the business model in those conditions was illustrated by
24% top-line growth (well ahead of the projected growth of the wider
industry), increased adjusted EBITDA profit and further growth across all of
its KPIs and operational areas. This growth once again led to increased market
share and reinforced the Company's position as one of the world's largest
independent podcast companies in an industry that continues its rapid maturity
into mainstream media.

 

The Board is confident that the business is not just showing good resilience,
but is moving forward, fully primed for further growth across 2023.

 

In his CEO Review, Stuart Last provides further detail around the Company's
strategy and focus, component parts of the business, operational and financial
performance, the start to 2023 and the outlook for the future.

 

I would like to take this opportunity to thank the entire Audioboom team for
their continuing professionalism and commitment, and also to thank our
shareholders and partners for their loyalty and vision in supporting Audioboom
as it continues to grow.

 

 

 

 

 

 

 

Michael Tobin OBE

Chairman

22 March 2023

 

 

 

CHIEF EXECUTIVE OFFICER'S REVIEW

 

Introduction

 

After a defining year for the business in 2021, I am pleased to report on
another year of strong growth with 2022 delivering record revenue, record
adjusted EBITDA profit, and record cash generation. We continued on our
mission to power podcasting for creators and brands, and in doing so we
increased our market share considerably and consolidated our position as the
world's leading pure-play podcast publisher. Our platform innovation ensured
we were resilient during deteriorating macro-economic and advertising market
conditions, and whilst these headwinds ultimately limited our progress I am
pleased with our performance and remain confident in our future.

 

In the first half of 2022 the buoyant market conditions continued, with high
advertiser sentiment driving strong demand and high pricing for our content.
Audioboom focused on accelerating the supply of advertising inventory to meet
this demand, continuing to compete to sign partnership deals with top tier
independent creators. During this period our revenue grew by 78% over H1 2021.

 

The second half of 2022 was significantly different. Global economic headwinds
abruptly impacted the advertising market, with brands moving quickly to reduce
their marketing budgets - as a result July 2022 was the year's revenue
low-point for the business. A slow improvement in market conditions enabled
month-to-month growth across the remainder of the year, but we estimate a 20%
negative revenue impact due to the challenging operating conditions.

 

We are confident that the business will deliver further growth and record
performance in 2023. The advertising market is weaker than a year ago, but
progress so far has been encouraging with more than US$50m of advertising
revenue booked for the year, and I am pleased to provide a more detailed
update on 2023 later in this report.

 

Strategy

 

Audioboom powers podcasting. Our platform connects the world's best podcast
creators 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.

 

Our business model is built on three core beliefs:

 

1.     Podcasting is a creator medium, with low barriers to entry and an
open ecosystem in which the authentic voices of independent producers will be
successful

2.     Podcasting is an advertising supported medium, which has none of
the historic limitations of other media that require audiences to pay directly
for content

3.     Podcasting is a distributed media form in which maximum value is
only possible when content is available for consumption across all listening
points

The Audioboom platform is fully scalable. Today it handles more than 8,000
content channels, 5,000+ advertisers, and receives more than 130 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 the content
we platform, and the development of tools and products to optimise the value
of that content.

 

Audioboom has developed three clearly differentiated advertising products to
support this content growth:

 

-       Premium Advertising, in which leading podcast hosts endorse
products and brands to their engaged audience natively within their shows.
These ads drive actions in the form of attributable product sales or
awareness. This advertising product is highly effective - the combination of
trusted influencers, engaged audiences, Audioboom's best-practice coaching for
ad execution, and third-party attribution data - and enables campaigns to be
sold at a premium price point. Our Premium ad product - sold exclusively by
our in-house sales teams in the UK and the US - is a key driver of revenue for
the business, contributing more than 65% to our top-line in 2022.

-       Showcase, an automated tech-driven marketplace launched in 2021,
is focused on optimising revenue by monetising back catalogue content and
unfilled premium inventory 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 self-serve campaign booking platform, and a programmatic ecosystem
of more than 40 established demand side platforms (DSPs) used by the biggest
advertising buyers in the world. 2022 was a very successful year for Showcase
- more than 4 billion advertising impressions were made available in the
marketplace, it delivered more than 70% revenue growth, and contributed 15% of
the Group's revenue (vs 11% in the prior year).

-       Sonic is our brand platform focused on providing tools and
services directly to podcast advertisers. The platform enables brands to plan
and execute high-value advertising campaigns across the world's biggest
podcasts, and provides partners with market-leading insights and ROI data.
Sonic has been a key pillar of Audioboom for the past 3 years, and a
successful 2022 saw revenue growth of 37% (vs 2021) and a contribution of 20%
to Group revenue.

Operating Review

 

Key Performance Indicators

 

1. Average monthly brand advertiser count of 5,257 in 2022, up 60% on 2021
(3,278)

Brand advertiser count measures Audioboom's active customers across our
advertising product and, given the significant increase in Showcase revenue in
2022, this KPI (and comparable period) now includes those brands advertising
on Showcase. Key drivers of this KPI growth include: addition of new content
genres to widen brand appeal; development of relationships with new brands and
agencies; overall market growth and expansion of brands advertising in
podcasts; optimal campaign performance with agency campaigns resulting in new
agency clients being added.

2. e-CPM (revenue per 1,000 downloads) in 2022 increased 3% to US$52.88 (2021:
US$51.46)

e-CPM is a measure of the value we extract from every 1,000 downloads on the
platform, and how we optimise the supply of available advertising inventory.
Growth drivers for this KPI include: increasing fill rates; increasing
pricing; increased use of AdRip inventory creation tool; contracting of
back-fill inventory in new and renewal partnership agreements. e-CPM was
negatively impacted during the second half of 2022 by the downturn in the
advertising market, having reached a record single-month performance of
US$64.64 in May.

3. Average monthly downloads in 2022 up 19% to 117.1 million (98.2 million in
2021)

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.

Creator Network

 

Audioboom successfully expanded its Creator network in 2022, achieving record
monthly consumption (global downloads KPI) and recording its highest positions
on both Edison Research and Triton Digital's podcast publisher rankers. This
was achieved in a highly competitive market, with well-funded competitors
including Wondery (Amazon), Sirius XM and Spotify all investing strongly in
independent podcast creators to maximise the extremely high advertiser demand
the industry was experiencing in the first half of the year.

 

Indeed, during this period Audioboom lost its largest content partner (Morbid)
at the end of its contract as the bidding process for the show reached levels
that would have made it significantly loss-making for the Company. Audioboom
has taken, and will continue to take, a robust and disciplined approach to
providing financial support to creators to seek to ensure that contracts are
profitable to the Company.

 

The development of new partnerships with top tier podcast creators continued
to be driven by our strong relationships with Hollywood talent agencies and
management companies. Across 2022 we formed exclusive new partnerships with
top tier podcasts including The Tim Dillon Show, Nateland, Speak The Truth,
Mea Culpa, Sinisterhood, Minds of Madness and Kendall Rae.

 

We also successfully renewed major creator partnerships in 2022 with Dark
History, Murder Mystery & Makeup, Mike Rowe, No Such Thing As A Fish,
RELAX!, and Let's Not Meet.

 

Audioboom Studios

 

In 2022 we continued to develop our in-house production unit with a renewed
focus on developing and producing original content for the UK market. New
launches in the UK included Devils in the Dark, Glittering A Turd, Superpower
State of Mind and Killers Cults & Queens. Creatively, these shows were a
success - however, they were not long-term commercial successes due to
audience acquisition underperformance and the high costs associated with
marketing and launching Original content podcasts.

 

Our work in Production-as-a-Service was more successful commercially than our
Original content development. It also requires less investment risk as
development, production and promotional costs are not needed, and thus it will
be the key focus of Audioboom Studios moving forward. Production-as-a-Service
includes co-production, branded content, ad creative, and production services
such as recording, engineering and post-production.

 

Strong examples of our Production-as-a-Service include our recently renewed
partnership with Formula 1, in which we co-produce their official podcasts F1:
Beyond The Grid and F1 Nation. New co-production partnerships launched in 2022
included National Park After Dark and True Crime With Kendall Rae.

 

Audioboom Studios' revenue in 2022 was US$2.8 million (growth of 13% over
2021's US$2.4 million) and the unit continues to contribute a more favourable
gross margin to the business.

 

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 Edison Research's list of largest podcast publishers, Audioboom ranks as
      4(th) for 2021-22, only beaten by Spotify, SiriusXM and iHeartMedia. Edison's
      list is the only ranker that measures all podcast companies.
 ●    In Triton Digital's US ranker Audioboom is currently the 5(th) largest
      publisher in terms of unique audience reach, and during 2022 achieved 4(th)
      place on the list.
 ●    Audioboom also ranks as the 3(rd) largest publisher in Triton's New Zealand,
      Australian and Canadian rankers.
 ●    Audioboom would rank as the 4th largest podcast publisher if the Company
      opted-in to Podtrac's industry ranker, on both metrics - US unique audience
      and global monthly downloads.

 

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

 

The market continued to grow in 2022, although was restricted by
macro-economic conditions. PwC's Entertainment and Media Outlook report
projects podcast industry revenue to have grown by 15% in 2022 - Audioboom's
own 24% growth therefore significantly outperforming the market by 60%.

 

Audioboom has now outperformed the industry's growth in each of the past five
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 6.3% in 2022.

 

The podcast market is expected to continue its expansion, albeit tempered by
market conditions, with projected growth of 8.1% in 2023 - Audioboom expects
to continue to grow at a faster rate than the wider market, further increasing
our market share.

 

2022 saw a lower level of M&A across the industry, with transactions also
at a much lower price point than in previous years. Notable corporate activity
in 2022 includes:

·      Spotify's acquisition of data providers Chartable and Podsights;

·      Libsyn's acquisitions of Podcast Ad Reps and Julep Media; and

·      Acast's acquisition of Podchaser

 

Audioboom's business model, structure and financial performance continues to
provide 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. The Board will continue to strive to deliver shareholder
value.

 

Financial Review

 

In 2022, the Company recognised record revenue, record adjusted EBITDA and
generated US$5.1 million of positive cash flow, consisting of US$3.2 million
from operating activities and US$1.9 million from financing activities. The
Company continued to take market share from our competitors for the fifth year
in a row and we delivered this with our lean efficient headcount of 45 in
2022.

 

Revenue increased by 24% to US$74.9 million from US$60.3 million in 2021. In
2022, as in the prior year, 96% of Group revenue was generated in the United
States - which is the largest and most developed market for podcasting. There
was exceptional growth in Showcase revenue which was up 70% year on year, and
at Sonic Influencer Marketing, which has trebled its top line revenue in two
years to over US$15.0 million.

 

Group gross margin decreased to 19% in 2022 (2021: 22%) with Audioboom
continuing to have a mix of revenue streams, contributing different gross
margins. Premium revenue - where advertising is placed on third party podcasts
via the Audioboom sales teams - yielded a 16% gross margin as it was impacted
by truing up podcast partner minimum guarantee payments, Showcase contributed
a 32% gross margin and Audioboom Studios contributed a 27% gross margin. Sonic
Influencer Marketing contributes a gross margin of 14% and therefore, given
the continued growth of this business, this impacts the overall Group gross
margin.

 

The Company continued to control overheads during the year 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 2023 as we focus on
areas that we believe can drive further revenue growth. Post year end we have
reduced our headcount from 45 to 39, in line with the average 2021 headcount.

 

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 profit of US$3.6 million, 15% up on the prior year (US$3.1
million).

 

The total loss before tax for the year was US$0.4 million versus the prior
year US$1.7 million profit, mainly due to the higher non-cash share-based
payment charge of US$4.4 million related to the awarding of share options
during the year. The total comprehensive loss of US$3.0 million (2021: US$7.0
million profit) included a charge of US$0.3 million in relation to the partial
unwinding of the deferred tax asset recognised in 2021, which materially
inflated the total comprehensive profit in 2021 and can be utilised to offset
tax arising on future taxable profits.

 

The Company generated a cash inflow from operating activities of US$3.2
million (2021: cash outflow of US$0.8 million) as it continued to operate an
extremely efficient working capital cycle which is now established in terms of
processes built and refined over the last five years. Debtor collections
continue to be strong and, over the last three years, collections have
averaged 93% of revenue recognised in the year. The implementation of the
bespoke podcast advertising booking system in 2018, continued improved cash
collection and sustained revenue growth has led to 2022 debtor days of 68
being 26 lower than the 94 reported in 2021. The Company implemented a new
accounting system in the year, with Netsuite replacing Xero. We have seen
immediate benefits of this implementation with automated debtor chasing and
improvements in payment run processes which have both driven further
improvements in the working capital cycle. The Company continues to incur very
minimal bad debt write offs (US$0.2 million in 2022 and US$0.1 million in
2021) and average payable days remained flat year on year at 55 days in both
2022 and 2021.

 

The Company ended 2022 with cash of US$8.1 million, US$5.1 million higher than
at 31 December 2021 (US$3.0 million). In addition, the Company had access to a
US$1.8 million undrawn overdraft with HSBC. Therefore, the Company had access
to circa US$9.9 million going into 2023, with the Company being fully funded
for its current growth trajectory.

 

The financial results detailed above are pleasing, especially when set against
a challenging market backdrop in H2, and 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.

 

Outlook

 

2023 is set to be another positive year for Audioboom. We are still operating
in a weakened advertising market, but expect it to recover as the year
develops. Brands are continuing to trust podcasting as a key part of their
marketing mix, which is highlighted by the US$50 million of advertising
revenue that we currently have booked for 2023.

 

We are ensuring that the business is resilient to any further economic impacts
through careful management of our operational costs. In January we implemented
a restructure within the Company with a 15% reduction in workforce, and
additionally we have successfully renegotiated our third-party ad-tech costs.
Combined, these changes will offer significant savings, and alongside our
record year-end cash position of US$8.1 million, make us resilient and fit for
the future.

 

We will continue to invest, however, in key revenue-focused areas of the
business, primarily the expansion of our advertising sales operation in our
key territories of the US and UK in order to grow our Premium customer base
beyond the core group of performance-focused or 'direct response' advertisers
that have been key to our revenue growth over the past 5 years. Our new
investment will build a team focused on the development of a new set of
brand-awareness customers. These advertisers are mature brands, with larger
global budgets, represented by leading advertising agencies - our renewed
investment into our sales operation will enable the business to access these
budgets, increase the fill rate of our premium advertising product, develop
pricing competition, and optimise our revenue.

 

Operationally 2023 has started well with further expansion of our Creator
Network. Showcase, our tech-based advertising product, is continuing to grow
fast - in February we supplied a record 540 million impressions in the
marketplace (vs 343 million in December 2022) through a focus on optimising
the supply of our advertising inventory. We expect inventory levels to
continue to grow throughout the year, with more than 6 billion impressions
projected to be made available to advertisers in Showcase during 2023.

 

Audioboom continues to focus on building the world's leading podcasting
business, and I am pleased with the start we have made in 2023. I look forward
to the future with confidence and would like to thank our creators, clients,
customers and partners, as well as our incredibly talented Audioboom team and
our supportive shareholders.

 

Stuart Last

Chief Executive Officer

22 March 2023

 

AUDIOBOOM GROUP PLC

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

                                                                                               2022               2021
                                                                                        Notes  US$'000            US$'000

 Continuing operations

 Revenue                                                                                2      74,879             60,317
 Cost of sales                                                                                 (60,667)           (47,066)
                                                                                               -----------------  -----------------
 Gross profit                                                                                  14,212             13,251

 Other income - forgiven loan liability                                                        374                -
 Administrative expenses                                                                       (14,909)           (11,452)
                                                                                               -----------------  -----------------
 Adjusted operating profit                                                                     3,591              3,133

 - Share based payments                                                                 17     (4,358)            (1,174)
 - Depreciation                                                                                (47)               (55)
 - Depreciation - leases                                                                14     (250)              (252)
 - Operating foreign exchange gain                                                             1,141              163
 - Contract settlement                                                                  19     (400)              -
 - Restructuring costs                                                                         -                  (16)
                                                                                               ----------------   ----------------

 Operating (loss) / profit                                                              3      (323)              1,799

 Finance costs                                                                          6      (106)              (87)
                                                                                               ----------------   ----------------
 (Loss) / profit before tax                                                                    (429)              1,712

 Taxation on continuing operations                                                      7      (328)              5,275
                                                                                               ----------------   ----------------
 (Loss) / profit for the financial period attributable to equity holders of the parent         (757)              6,987
                                                                                               ----------------   ----------------
 Other comprehensive (loss) / profit

 Foreign currency translation difference                                                       (2,233)            6
                                                                                               ----------------   ----------------
 Total comprehensive (loss) / profit for the period                                            (2,990)            6,993
                                                                                               ========           ========

 (Loss) / profit per share
 from continuing operations
 Basic and diluted EPS                                                                  8      (4.7) cents        -
 Diluted EPS                                                                            8      -                  40 cents
 Basic EPS                                                                              8      -                  45 cents
                                                                                               ============       ============

 

All results for both periods are derived from continuing operations.

 

 

AUDIOBOOM GROUP PLC

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS AT 31 DECEMBER
2022

 

 

                                               As at 31 December 2022               As at 31 December 2021
                                       Notes                   US$'000                               US$'000

 ASSETS

 Non-current assets
 Property, plant and equipment         9      59                                    77
 Right of use asset                    14     329                                   576
 Deferred tax asset                    7      3,609                                 4,650
                                              ---------------                       ---------------
                                                               3,997                                 5,303
 Current assets

 Trade and other receivables           11     16,013                                18,147
 Cash and cash equivalents                    8,067                                 2,969
 Deferred tax asset                    7      805                                   625
                                              ---------------                       ---------------
                                                               24,885                                21,741
                                                               -------------------                   -------------------
 TOTAL ASSETS                                                  28,882                                27,044
                                                               -------------------                   -------------------
 Current liabilities
 Trade and other payables              12                      (10,614)                              (12,167)
 Provision                             19     `                (400)                                 -
 Lease liability                       14                      (278)                                 (269)
                                                               -------------------                   -------------------
 NET CURRENT ASSETS                                            13,593                                9,305
                                                               -------------------                   -------------------
 Non-current liabilities
 Lease liability                       14                      (80)                                  (358)
                                                               -------------------                   -------------------
 NET ASSETS                                                    17,510                                14,250
                                                               =========                             =========

 EQUITY

 Share capital                         13                      -                                     -
 Share premium                         13                      62,902                                61,011
 Issue cost reserve                                            (2,048)                               (2,048)
 Foreign exchange translation reserve                          (2,502)                               (270)
 Reverse acquisition reserve                                   (3,380)                               (3,380)
 Retained earnings                                             (37,462)                              (41,063)
                                                               ----------------                      ----------------
 TOTAL EQUITY                                                  17,510                                14,250
                                                               ========                              ========

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

 

These financial statements for Audioboom Group plc (Jersey company
registration number 85292), which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Cash Flow, the Consolidated Statement of Changes in
Equity and related notes 1 to 21 were approved and authorised for issue by the
Board of Directors on 22 March 2023 and were signed on its behalf by:

 

 

 

 

Brad Clarke

Chief Financial Officer

AUDIOBOOM GROUP PLC

 

CONSOLIDATED CASH FLOW STATEMENT

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

                                                             2022              2021
                                                             US$'000           US$'000

 (Loss) / profit from continuing operations                  (757)             6,987
                                                             ----------------  ----------------
 (Loss) / profit for the period                              (757)             6,987

 Adjustments for:
 Tax charge / (credit)                                       328               (5,275)
 Interest payable                                            106               87
 Depreciation of fixed assets                                47                55
 Share based payments                                        4,358             1,174
 Decrease / (increase) in trade and other receivables        2,134             (10,120)
 (Decrease) / increase in trade and other payables           (1,154)           6,712
 Decrease in lease liability                                 (269)             (348)
 Foreign exchange loss                                       (1,557)           (80)
                                                             ----------------  ----------------
 Cash flows from operating activities                        3,236             (808)

 Investing activities
 Purchase of property, plant and equipment                   (29)              (43)
                                                             ----------------  ----------------
 Net cash used in investing activities                       (29)              (43)
                                                             ----------------  ----------------
 Financing activities
 HSBC loan proceeds                                      12  -                 374
 Proceeds from issue of ordinary share capital               1,891             189
                                                             ----------------  ----------------
 Net cash generated from financing activities                1,891             563
                                                             ========          ========

 Net increase / (decrease) in cash and cash equivalents      5,098             (288)
                                                             ----------------  ----------------
 Cash and cash equivalents at beginning of period            2,969             3,257
                                                             ----------------  ----------------
 Cash and cash equivalents at end of period                  8,067             2,969
                                                             ========          ========

 

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 2022

 

 

                                                                    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 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
                                                                    -------------------  -------------------  -------------------  -------------------          -------------------                   -------------------  -------------------
 Loss for the period                                                -                    -                    -                    -                            -                                     (757)                (757)
 Issue of shares                                                    -                    1,891                -                    -                            -                                     -                    1,891
 Equity-settled share-based payments                                                     -                    -                    -                            -                                     4,358                4,358

                                                                    -
 Foreign exchange loss on translation of overseas subsidiaries      -                    -                    -                    -                            (2,232)                               -                    (2,232)
                                                                    -------------------  -------------------  -------------------  -------------------          -------------------                   -------------------  -------------------
 At 31 December 2022                                                -                    62,902               (2,048)              (3,380)                      (2,502)                               (37,462)             17,510
                                                                    -------------------  -------------------  -------------------  -------------------          -------------------                   -------------------  -------------------

 

 

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.

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

1.       ACCOUNTING POLICIES

 

General information and basis of preparation

 

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

The Group prepares its consolidated financial statements in accordance with
International Financial Reporting Standards and International Accounting
Standards as issued by the International Accounting Standards Board (IASB) and
Interpretations (collectively IFRSs). The financial statements have been
prepared on the historical cost basis. The consolidated financial statements
have been prepared in accordance with and in compliance with the Companies
(Jersey) Law 1991, an amendment to which (Amendment No. 4 s. 105(11) - 2009)
means separate parent company financial statements are not required.

These results are audited, however the financial information set out in this
announcement does not constitute the Group's statutory accounts for the period
ended 31 December 2022, but is derived from the 2022 Annual Report &
Accounts. The auditors have reported on those accounts; their report was
unqualified.

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

 

New and amended IFRS Accounting Standards that are effective for the current
year

In the current year, the Group has applied a number of amendments to IFRS
Accounting Standards issued by the International Accounting Standards Board
(IASB) that are mandatorily effective for an accounting period that begins on
or after 1 January 2022. Their adoption has not had any material impact on the
disclosures or on the amounts reported in these financial statements.

 

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

 

New and revised IFRS Accounting Standards in issue but not yet effective

Certain standards, amendments to, and interpretations of, published standards
have been published that are mandatory for the Group's accounting years
beginning on or after 1 January 2023 or later years and which the Group has
decided not to adopt early:

 ●    IFRS 17: Insurance Contracts (effective for periods commencing on or after 1
      January 2023);
 ●    IAS 1: Classifications of Liabilities as Current or Non-Current (effective for
      periods commencing on or after 1 January 2023);
 ●    IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies
      (effective for periods commencing on or after 1 January 2023);
 ●    IAS 8: Definition of Accounting Estimates (effective for periods commencing on
      or after 1 January 2023); and
 ●    IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single
      Transaction (effective for periods commencing on or after 1 January 2023).

 

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

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

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$8.1 million
of cash and a £1.5 million HSBC overdraft remaining available to draw down.
The Board's forecasts for the Group, including due consideration of the
business forecasting continuing positive EBITDA in 2023, projected increase in
revenues and cash utilisation of the Group and taking account of reasonably
possible adverse changes in trading performance, including changes outside of
expected trading performance, indicate that the Group will have sufficient
cash available to continue in operational existence for the next 12 months
from the date of approval of the financial statements and beyond. This
includes considering those partner contracts that have minimum guarantees
attached to them and assessing whether there will be any adverse effect should
there be prolonged adverse trading performance. Based on the Board's
forecasts, the Group considers that it will not require additional funding for
the foreseeable future for the purposes of meeting its liabilities as and when
they fall due. The Board believes that the Group is well placed to manage its
business risks, and longer-term strategic objectives, successfully.

 

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

 

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

 

Revenue

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

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

 ●    Sale of advertising: the value of goods and services is recognised on
      broadcast of the podcast
 ●    Sponsorship income: the value of goods and services is recognised over the
      time to which it relates
 ●    Sale of subscriptions: the value of goods and services is recognised across
      the period of subscription

 

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

 

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

 

Content partner minimum revenue guarantees

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

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

ACCOUNTING POLICIES (continued)

 

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

 

Should a contract be considered onerous (i.e., it is expected to give rise to
an unavoidable loss) then that loss is provided for at the reporting date if
the contract and conditions associated with it were in place at the year end.

 

Should a multi-year contract generate a revenue share that is lower than the
MG in the initial stages of the contract but is expected to generate revenue
share that is higher than the MG over the entire length of the contract, the
payments made will be held as an asset on the balance sheet.

 

Foreign currency

For the purpose of the consolidated financial statements, the results and
financial position of each Group company are expressed in US Dollars, which is
the presentational currency of the consolidated financial statements. The
majority of trade in the Company is recognised in Audioboom Limited, whose
functional currency is sterling, along with the Audioboom Group plc entity.
These entities are consolidated at a Group level in US Dollars, along with
Audioboom Inc and Austin Advertising Inc, whose functional currency is US
Dollars.

 

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

 

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

 

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

 

Property, plant and equipment

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

 

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

 

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

 

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

 

Leases

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

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

     ACCOUNTING POLICIES (continued)

Lease rental payments are split between a reduction in the lease liability and
finance cost, with depreciation charges of the right of use asset over its
useful economic life recognised as an expense in the Group's income statement.
Payments made under operating leases, where the risks and rewards are not
transferred to the Group, are recognised as an expense in the income
statement.

 

Cash and cash equivalents

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

 

Basis of consolidation

The consolidated financial statements consolidate the financial statements of
Audioboom Group plc and all its subsidiary undertakings up to 31 December
2022, with comparative information presented for the year ended 31 December
2021. No profit and loss account is presented for Audioboom Group plc as
permitted by Companies (Jersey) Law 1991.

 

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

 

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

 

Share based payments

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

 

Warrants

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

 

Current and deferred taxation

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

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

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

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

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

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

 

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

     ACCOUNTING POLICIES (continued)

 

Financial Instruments

 

Financial assets

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

 

Financial liabilities

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

 

Equity instruments

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

 

Critical accounting judgements and key areas of estimation uncertainty

 

Minimum guarantees

The Group offers contracts of between one and three years to secure
advertising representation of third party podcast partners. The contracts can
include commitments to pay Minimum Guarantee (MGs) revenue shares over the
contractual period to the third party. Should the revenue share generated not
be above the MG contractual amount, the Group will need to true up the revenue
share payments to the MG level. The Group continually assesses its exposure to
onerous contracts by assessing contractual MGs (see note 18 for further detail
on MGs contracted at the year end). There is an element of uncertainty with
all contracts signed as they are based on future expected revenue generation
and if the future performance does not meet expectations, it may result in a
material cash outflow and the recognition of expected losses in the financial
period in which the contract is considered to become onerous.

Share based compensation

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

The fair value of share options is measured using a Black-Scholes framework.
The Directors have used judgement in the calculation of the fair values of the
share based compensation which has been granted during the period, and
different assumptions in the model would change the financial result of the
business. Certain share options include performance criteria and the charge
will vary depending on whether that criteria is met, therefore it is an
estimate and is uncertain.

Warrants

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

IFRS 16: Leases

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

 

 

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

     ACCOUNTING POLICIES (continued)

 

Bad debt provision

The Group creates a specific bad debt provision for all debtors which are over
365 days old and reviews all debtors on a continual basis, providing for any
under 365 days which are not deemed to be recoverable. The Group utilises the
expected credit loss model to calculate an appropriate bad debt provision,
which incorporates an assessment of historical losses in deriving a provision
to be recognised against the likelihood of future bad debt. Such an assessment
requires the application of judgement, and bad debts may materially exceed the
amount provided for at the reporting date.

Recognition and measurement of deferred tax assets

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

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

 2.  REVENUE             2022            2021
                         US$'000         US$'000

     Subscription        479             504
     Advertising         74,400          59,813
                         --------------  --------------
                         74,879          60,317
                         =======         =======

 

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

 

Geographical information

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

 

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

 

                           2022            2021
                           US$'000         US$'000

     United Kingdom        3,327           2,536
     USA                   71,552          57,781
                           --------------  --------------
                           74,879          60,317
                           =======         =======

The Group invoiced two customers who each represented more than 10% of the
reported revenue and in aggregate 31% of the total invoiced.

 

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                                                                                     2022     2021
                                                                                                          US$'000  US$'000
     Operating profit for the period has been arrived at after charging the
     following:

     Depreciation of property, plant & equipment                                                          47       55
     Operating foreign exchange gain                                                                      1,141    163
     Staff costs (refer to note 5 for detail)                                                             11,039   7,599
                                                                                                          =======  =======

 

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

 

 4.  AUDITOR'S REMUNERATION                                                           2022            2021
                                                                                      US$'000         US$'000
     Audit services
     Fees for the audit of the consolidated annual financial statements and the       98              89
     audit of the Company's subsidiaries pursuant to legislation
                                                                                      --------------  --------------
                                                                                      98              89
                                                                                      =======         =======

 

 5.  STAFF COSTS                                                    2022            2021
                                                                    Number          Number

     Average number of production, editorial and sales staff        34              29
     Average number of management and administrative staff          11              8
                                                                    --------------  ---------------
                                                                    45              37
                                                                    =======         =======

                                                                    US$'000         US$'000

     Wages and salaries                                             5,469           5,900
     Social security costs                                          794             419
     Pension costs (defined contribution scheme)                    418             290
     Share based payments                                           4,358           990
                                                                    --------------  ---------------
                                                                    11,039          7,599
                                                                    =======         =======

 

 

 6.  FINANCE COSTS                                      2022          2021
                                                        US$'000       US$'000

     Depreciation - lease interest (see note 14)        87            87
     Overdraft arrangement fee                          19            -
                                                        ------------  -------------
                                                        106           87
                                                        =======       =======

 

The Company has a £1.5 million overdraft facility with HSBC and this was not
utilised as at the date of this report.

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

 

7.      TAXATION

 

Tax reconciliation

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

                                                                                                                                   2022              2021
                                                                                                                                   US$'000           US$'000

                                        (Loss) / profit on ordinary activities before tax                                          (429)             1,712
                                                                                                                                   ----------------  ----------------

                                        Tax at UK corporation tax rate of 19.00% (2021: 19.00%)                                    (82)              325

                                        Expenses not deductible for tax purposes                                                   7                 8
                                        Utilisation of tax losses brought forward                                                  (385)             (5,765)
                                        Effect of share-based payments                                                             788               157
                                                                                                                                   ----------------  ----------------
                                        Tax charge / (credit) and effective tax rate for the period                                328               (5,275)
                                                                                                                                   =========         =========
                                                                                                                                   2022              2021
                                                                                                                                   US$'000           US$'000
 Current tax

 Foreign tax charge on profits in the year                                                                                         33                -
 Deferred tax charge / (credit)                                                                                                    295               (5,275)
                                                                                                                                   ----------------  ----------------
 Tax charge / (credit) recognised in the consolidated statement of income                                                          328               (5,275)
                                                                                                                                   =========         =========

The Group has carried forward UK losses amounting to US$26.7 million as of 31
December 2022 (2021: US$31.9 million). The gross amount of losses upon which
the deferred tax asset has been recognised amounts to US$17.9 million (2021:
US$22.5 million). This is based on expected utilisation of future taxable
profits as estimated by the Directors. The deferred tax asset is expected to
be utilised within five years. Refer to the Recognition and measurement of
deferred tax assets accounting judgement detail in the accounting policies
section for further disclosure.

In March 2021 a change to the future corporation tax rate was substantively
enacted to increase from 19% to 25% from 1 April 2023. Accordingly, the rate
used to calculate the deferred tax balances at 31 December 2022 is 25% as the
timing of the release of this asset is materially expected to be after this
date.

There was a deferred tax liability of US$nil (2021: US$nil).

                                                             2022               2021
                                                             US$'000            US$'000

     Deferred tax asset at beginning of period               5,275              -
     Utilisation of tax losses                               (295)              -
     Foreign exchange effect                                 (566)              -
                                                             -----------------  -----------------
     Total deferred tax asset                                4,414              5,275
                                                             ========           ========

     Deferred tax current asset (unutilised tax losses)      805                625
     Deferred tax non-current asset (unutilised tax losses)  3,609              4,650
                                                             -----------------  -----------------
     Total deferred tax asset                                4,414              5,275
                                                             ========           ========

 

 

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

8.          LOSS 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,
as per IAS33:36, the anti-dilutive potential ordinary shares are disregarded
in the calculation of diluted EPS.

 

                                            (Loss) / Profit  Weighted average  Per share
                                                             number of shares  amount

                                            2022

                                            US$'000          Thousand          Cents
     Basic and diluted EPS
     Loss attributable to equity holders    (757)            16,192            (4.7)
                                            =========        =========         =========

                                            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
                                            =========        =========         =========

 

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

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 2020      26                 223              3                124              376
     Additions                -                  43               -                -                43
                              --------------     ---------------  ---------------  ---------------  ----------------
     At 31 December 2021      26                 266              3                124              419
                              --------------     ---------------  ---------------  ---------------  ----------------
     Additions                -                  29               -                -                29
     Disposals                -                  (130)            -                (23)             (153)
     Foreign exchange effect  (2)                -                -                -                (2)
                              --------------     ---------------  ---------------  ---------------  ----------------
     At 31 December 2022      24                 165              3                101              293
                              --------------     ---------------  ---------------  ---------------  ----------------
     Depreciation
     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
                              -----------------  ---------------  ---------------  ---------------  ----------------
     Charge for the period    2                  28               -                17               47
     Disposals                -                  (130)            -                (23)             (153)
     Foreign exchange effect  2                  22               -                (26)             (2)
                              ----------------   ---------------  ---------------  ---------------  ----------------
     At 31 December 2022      23                 116              3                92               234
                              -----------------  ---------------  ---------------  ---------------  ----------------
     Net book value
     At 31 December 2020      12                 63               -                15               90
                              =========          =========        =========        =========        =========
     At 31 December 2021      7                  70               -                -                77
                              =========          =========        =========        =========        =========
     At 31 December 2022      1                  49               -                9                59
                              =========          =========        =========        =========        =========

 

10.          SUBSIDIARIES

 

As at 31 December 2022, 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 19808, USA        Ordinary         100%
 Austin Advertising Inc.  1013 Centre Road, Suite 403S, Wilmington, Delaware 19805, USA  Ordinary         100%

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

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

 11.  TRADE AND OTHER RECEIVABLES                                    2022              2021
                                                                     US$'000           US$'000

      Amounts receivable for the sale of goods and services          13,966            15,483
      Allowance for doubtful debts                                   (325)             (131)
                                                                     ----------------  ----------------
      Net receivables                                                13,641            15,352

      Deferred cost of sales relating to minimum guarantee payments  93                -
      Other receivables                                              237               254
      Prepayments and accrued income                                 1,923             2,456
      Taxes recoverable                                              119               85
                                                                     ----------------  ----------------
                                                                     16,013            18,147
                                                                     =========         =========

 

The average credit period taken on sales of goods and services is 68 days
(2021: 94 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$2.3 million (2021: US$2.5 million) which are past due at the
reporting date.

 

In addition, US$0.1 million (2021: US$nil) relates to deferred cost of sales
relating to podcast partner contractual minimum guarantee payments. These are
payments which were made to a podcast partner with a multi-year contract
during the year due to revenue shares earned being lower than the contractual
minimum guaranteed amount. The Company expects to recoup these payments over
the life of the contract.

 

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 (2021: US$nil).

 

Accrued income carried forward into 2023, that will reverse fully in 2023, is
US$0.6 million (2021: US$2.0 million).

 

As at 31 December 2022 the lifetime expected loss provision for trade
receivables was:

 

 US$'000                 Current   More than 30 days past due  More than 60 days past due  More than 90 days past due  Total
 Expected loss rate     0.5%       1%                          3%                          8%
 Gross carrying amount  5,334      4,227                       2,148                       2,257                       13,966
 Loss provision         27         42                          65                          191                         325

 

As at 31 December 2021 the lifetime expected loss provision for trade
receivables was:

 

 US$'000                 Current   More than 30 days past due  More than 60 days past due  More than 90 days past due  Total
 Expected loss rate     0.2%       3%                          0%                          0.5%
 Gross carrying amount  5,265      4,349                       3,397                       2,472                       15,483
 Loss provision         10         109                         -                           12                          131

 

 

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

 

 12.  TRADE AND OTHER PAYABLES                                2022              2021
                                                              US$'000           US$'000
      Current liabilities
      Trade payables                                          5,932             7,653
      Other taxes and social security                         37                77
      Accruals                                                4,522             3,880
      Other payables                                          123               183
      Loan liability                                          -                 374
                                                              ----------------  ----------------
      Trade and other payables due within less than one year  10,614            12,167
                                                              =========         =========

Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs. The average credit period taken for trade
purchases is 54 days (2021: 55 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 has now been forgiven and does not need
to be repaid and has been included in other operating income in the
consolidated statement of comprehensive income.

 

 

 13.                     STATED CAPITAL ACCOUNT

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

         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
                                                ----------------------  -------------------    ---------------------

         Shares issued in the period
         Share options exercised                179,402                 -                      357
         Warrants exercised                     350,000                 -                      1,534
                                                --------------------    ---------------------  -----------------------
         At 31 December 2022                    16,297,419              -                      62,902
                                                ===========             ===========            ===========

 

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

 

 

 

 

 

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

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 2020                   822
 Depreciation expense                  (252)
 Foreign exchange                      6
                                       ----------------
 At 31 December 2021                   576
                                       ----------------
 Depreciation expense                  (250)
 Foreign exchange                      3
                                       ----------------
 At 31 December 2022                   329
                                       =========

Set out below are the carrying amounts of lease liabilities and the movements during the period:
                               2022           2021
                               US$'000        US$'000

 Balance at 1 January          627            888
 Payment of lease liabilities  (356)          (348)
 Imputed lease interest costs  87             87
                               -------------  -------------
 Balance at 31 December        358            627
                               ========       ========
 Current                       278            269
 Non-current                   80             358

The following are the amounts recognised in the statement of comprehensive
income:

                                              2022           2021
                                              US$'000        US$'000

 Depreciation expense of right of use assets  250            252
 Interest expense on lease liabilities        87             87
                                              -------------  -------------
 Total amount recognised                      337            339
                                              ========       ========

 

The Company recorded total cash outflows for leases of US$442,000 in 2022
(2021: $435,000).

 

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

                             2022           2021
                             US$'000        US$'000

 Under one year              365            356
 One to five years           109            474
                             -------------  -------------
 Total value of commitments  474            830
                             ========       ========

 

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

 15.  OPERATING LEASE ARRANGEMENTS                                    2022           2021
                                                                      $'000          $'000
      The Group as lessee
      Lease payments under operating leases recognised as an expense
      in the year                                                     94             78
                                                                      -------------  -------------
 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                                                  110            73
                                                                      -------------  -------------
                                                                      110            73
                                                                      ========       ========

 

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 in the Company's 2022 Annual Report and
Accounts 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
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. Under its terms Audioboom would pay
the SPV 8% of the net advertising revenue (after paying the content partner
its share) received by Audioboom, in relation to those podcasts. The
underlying providers of the guarantees 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 been issued pursuant to the
facility, which is the maximum number of warrants being capable of issue in
this regard. 50,000 warrants belonging to Candy Ventures sarl remain
outstanding following Michael Tobin exercising 50,000 warrants in the period.
The facility subsequently expired in January 2022.

 

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 and
repaid in full in 2020 (including interest and loan arrangement fees amounting
to US$113,000). The Facility subsequently expired in February 2022.

 

Warrant exercises

 

During the year, the Company's Chairman, Michael Tobin, exercised 350,000
warrants. 300,000 warrants were granted to him upon becoming Chairman in 2018
and he exercised 100,000 at an exercise price of £1.30, 100,000 at an
exercise price of £3.30 and 100,000 at an exercise price of £5.30. A further
50,000 were granted as per the terms of the content funding facility detailed
above, and were exercised at a price of £3.30.

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 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:

                                                               2022                                2021
                                                                                     Weighted                             Weighted
                                                                                     Average                              Average
                                                               Number of             Exercise      Number of              Exercise
                                                               Share options         Price (£)     Share options          Price (£)

     Outstanding at beginning of period                        1,147,213             2.650         1,038,737              1.822
     Granted during the period                                 442,831               15.550        202,000                6.379
     Forfeited/lapsed during the period                        (7,000)               7.693         -                      -
     Exercised during the period                               (179,402)             1.646         (93,524)               1.504
                                                               --------------------                ---------------------
     Outstanding at end of period - time vesting based         753,968               5.420         725,213                1.967
     Outstanding at end of period - performance vesting based  649,674                   8.483     422,000                     3.825
                                                               --------------------                ---------------------
     Total outstanding at end of period                        1,403,642             6.838         1,147,213              2.650
                                                               =============                       =============
     Exercisable at end of period                              926,591               4.587         840,213                2.118
                                                               =============                       =============

The options outstanding at 31 December 2022 had a weighted average exercise
price of £6.838, and an average remaining contractual life of 7 years. The
inputs into the Black-Scholes model are as follows:

                                      2022             2021
     Weighted average share price     £15.550          £7.867
     Weighted average exercise price  £15.550          £7.867
     Expected volatility              63%              85%
     Expected life                    10 years         10 years
     Risk-free rate                   2.39%            0.5%
     Expected dividend yield          0%               0%
                                      =============    =============

Expected volatility was determined by assessing the share price volatility
from the current and prior year. The Group recognised total expenses of
US$4.358 million related to equity-settled share-based payment transactions
for the year ended 31 December 2022 (31 December 2021: US$1.174 million).

                          2022             2021
                          US$'000         US$'000

     Share option charge  4,358           990
     Warrant charge       -               184
                          --------------  --------------
                          4,358           1,174
                          ========        ========

 

At the period end, the Company had in issue outstanding share warrants for a
total of 170,000 shares (2021: 520,000 shares) with a weighted average
exercise price of £2.74 (2021: £3.12). All 170,000 (2021: 520,000) of the
warrants were exercisable at the period end.

 

 

 

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

18.        CONTENT PARTNER MINIMUM GUARANTEES

 

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

As at 31 December 2022, US$0.1 million (2021: US$nil) is included within trade
and other receivables and relates to deferred cost of sales relating to
podcast partner contractual minimum guarantee payments. These are payments
which were made to a podcast partner with a multi-year contract during the
year due to revenue shares earned being lower than the contractual minimum
guaranteed amount. The Company expects to recoup these payments over the life
of the contract.

 

                                                      2022               2021
                                                      US$'000            US$'000

     MG expenditure committed in 12 months or less    24,348             8,279
     MG expenditure committed in more than 12 months  23,408             3,454
                                                      -----------------  -----------------
     Total MG amount committed to expenditure         47,756             11,733
                                                      ========           ========

 

Included within the above minimum guarantees are:

                                                                   2022               2021
                                                                   US$'000            US$'000

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

 

 

19.        CONTRACT SETTLEMENT

 

A provision of US$0.4 million has been made in relation to a disputed contract
with a third party podcast partner which had a minimum guarantee within the
contractual terms. US$0.4 million has been recognised as an expense in the
comprehensive statement of consolidated income. There were no previous
provisions or other amounts charged or used in the current or prior period.
The provision represents the lower of the cost of fulfilling the original
contract and any compensation arising from the disputed contract. It
represents the best and most realistic estimate of the total expected costs to
be incurred.

 

 

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

20.        FINANCIAL INSTRUMENTS

 

Capital risk management

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

 

Categories of financial instruments

 

                                              2022      2021
                                              US$'000   US$'000
     Loans & receivables
     Trade and other receivables              13,878    15,605
     Cash and cash equivalents                8,067     2,969

     Financial liabilities at amortised cost
     Trade and other payables                 6,054     7,837
                                              ========  ========

 

 

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

 

Financial and market risk management objectives

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

 

Currency risk management

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

 

Interest rate risk management

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

 

Credit risk management

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

 

 

AUDIOBOOM GROUP PLC

 

NOTES TO THE FINANCIAL STATEMENTS (continued)

 

FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

20.        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 2022 was:

 

 Current    Over 30 days   Over 60 days  90 days +  Total
 US$5,334  US$4,227        US$2,148      US$2,258   US$13,966
 38%       30%             15%           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.

 

21.        POST BALANCE SHEET EVENTS

 

There are no post balance sheet events as at the date of this report.

 

 

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