REG - Audioboom Group PLC - Final Results
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RNS Number : 6497A Audioboom Group PLC 16 April 2026
This announcement contains inside information as stipulated under the UK
Market Abuse Regulations ("MAR").
Audioboom Group plc
("Audioboom", the "Group" or the "Company")
Final audited results for the year ended 31 December 2025
Audioboom (AIM: BOOM), the leading global podcast company, is pleased to
announce its final audited results for the year ended 31 December 2025.
Financial and operating highlights
· 2025 revenue of US$80.4 million, up 10% on 2024 (US$73.4 million)
· Total gross profit of US$16.9 million, up 17% on 2024 (US$14.4
million), representing the Company's continued focus on higher quality revenue
· Annual adjusted EBITDA(1) profit of US$5.1 million, up 54% on 2024
(US$3.4 million) and ahead of 2025 market expectations
· Record quarterly revenue of US$24.9 million and record quarterly
adjusted EBITDA profit of US$2.2 million in Q4, reflecting a 9% adjusted
EBITDA margin
· Continued significant growth of Showcase - our scalable, higher gross
margin, tech-based, global advertising marketplace - with record revenue of
US$30.4 million, up 31% on 2024 (US$23.1 million)
· Average global monthly distribution of 118 million downloads and video
views, up 20% on 2024 (98 million) following the acquisition of Adelicious in
July 2025 and the fast-paced growth of Audioboom's video podcasts
· 2025 RPM (average revenue per 1,000 downloads) of US$56.46; as
expected, lower than the prior year (2024: US$62.41) due to the increase in
lower-yield video views and UK downloads. This represents significant upside
opportunity through medium-term value creation in video podcast monetisation
and the expansion of the UK podcast market
· Group cash at 31 December 2025 of US$4.2 million (31 December
2024: US$3.9 million), with a further US$3.4 million available via an
overdraft facility
· Conclusion of the final onerous contract on 31 December 2025,
which had been provided for on 30 June 2023, with the Board expecting adjusted
EBITDA in 2026 to once again serve as a proxy for cash generation
Key commercial developments
· Completed the acquisition of Adelicious Limited on 22 July 2025 - in
part funded by a significantly oversubscribed placing - creating the UK's
second largest podcast network. The full integration of Adelicious was
completed by 1 September 2025, two weeks ahead of the initial 60-day goal due
to excellent collaboration between the Audioboom and Adelicious teams
· Established our leadership position in video podcasting,
highlighted by our number 1 ranking on the Podscribe chart. Additionally, 12
podcasts from the Audioboom Creator Network earned spots in YouTube's Top 100
video podcasts, showcasing the strength and reach of our content across
platforms
· Launched AI capabilities in Showcase through the integration of
Sounder AI to provide brand suitability guidance and contextual ad targeting
for advertisers who utilise the marketplace, and Adaptive Ads which uses AI to
create high-engagement, high value bespoke ads at scale for podcasters
Post year-end highlights
· Record Q1 performance in 2026, with revenue of US$22.5 million, up 30%
on Q1 2025 (US$17.3 million) and adjusted EBITDA profit of US$1.5 million, up
118% on Q1 2025 (US$0.6 million)
· Launch of a new commercial partnership with Spotify, which will support
the development of Audioboom's video monetisation engine through expanded
advertising and subscription opportunities
· Announced a technical integration with Apple to enhance video podcast
distribution and monetisation through their podcast app
· Hosted the inaugural UK Audioboom Upfronts in London, showcasing
top UK podcast talent to brands, agencies and advertisers
· Expansion of the Audioboom Creator Network through new tier one
content partnerships, including Crooked Media, RedHanded and Hear Me Out.
These shows are expected to contribute more than 20 million downloads and
video views per month to the Audioboom Creator Network in 2026
· Renewed key contracts with leading podcasts in our creator network,
including the official F1 podcasts, Soder, Zane and Heath: Unfiltered, The
Sabrina Zohar Show and Monsters Among Us
(1)Earnings before interest, tax, depreciation, amortisation, share based
payments, non-cash foreign exchange movements, material one-off items, and
onerous contract provisions and losses incurred
Enquiries
Audioboom Group plc
Stuart Last, Chief Executive Officer Tel: +44(0)20 3714 4285
Brad Clarke, Chief Financial Officer
Cavendish Capital Markets Ltd (Nominated Adviser and Broker)
Jonny Franklin-Adams / Fergus Sullivan / Elysia Bough (Corporate Finance) Tel: +44(0)20 7220 0500
Harriet Ward (ECM)
J Goodwin & Co (Financial Advisers to Audioboom)
Rupert Hill / Oscar Koenig Tel: +44(0)20 3976 6215
Rockefeller Capital Management (Financial Advisers to Audioboom)
William B. Drewry / Francisco A. Mato Tel: +1 212-549-5341
Montfort (Financial PR Adviser to Audioboom)
James Olley Tel: +44(0)7974 982302
Jack Hickman Tel: +44(0)7736 201582
About Audioboom
Audioboom is a global leader in podcasting - our shows are downloaded and
viewed 170 million times each month by 50 million unique listeners around the
world. Audioboom is ranked as the fifth largest podcast publisher in the US by
Edison Research.
Audioboom's ad-tech and monetisation platform underpins a scalable content
business that provides commercial, distribution, marketing and production
services for a premium network of top tier podcasts. Key partners include the
official Formula 1 podcasts 'F1: Beyond the Grid' and 'F1 Nation', 'True Crime
Obsessed' (US), 'The Tim Dillon Show' (US), 'No Such Thing As A Fish' (UK) and
'The Cycling Podcast' (UK).
Audioboom operates internationally, with global partnerships across North
America, Europe, Asia and Australia. The platform distributes content via
Apple Podcasts, YouTube, Spotify, Pandora, Amazon Music, Google Podcasts,
iHeartRadio, Facebook and Twitter as well as a partner's own websites and
mobile apps.
For more information, visit audioboom.com.
CHAIRMAN'S STATEMENT
It is a pleasure to introduce these annual results, which reflect upon another
year of record turnover and strong growth in profitability, with adjusted
EBITDA once again ahead of market expectations. They also highlight a very
strong start to 2026 which looks to set the Company up for what is anticipated
to be another record year ahead.
It has been particularly pleasing to see the continuing strong growth in
Showcase, our highest gross margin offering; the establishment of a leadership
position within the growth space of video podcasting; and the conclusion of
our two historic onerous contracts such that adjusted EBITDA should once again
become a proxy for cash generation.
I was very pleased with the successful completion of the acquisition and
integration of Adelicious during the year, significantly growing the footprint
of our UK operations and management team. This demonstrates that management
can identify and execute upon M&A opportunities within a sector that
remains ripe for further consolidation, and that shareholders are willing to
support the right acquisitions on the right terms.
The Board is confident that the business is very well placed to deliver across
2026 and looks forward to what the future may hold.
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, and the start to 2026.
I would like to take this opportunity to once again 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 cement and grow its position in the global
podcasting industry.
Michael Tobin CBE
Chairman
15 April 2026
CHIEF EXECUTIVE OFFICER'S REVIEW
Introduction
2025 marked a defining year in Audioboom's evolution. We have transitioned our
audio advertising network into a scalable, technology-driven platform business
that is set to benefit further from the leading position we have created in
video podcasting and the initiation of our acquisition strategy.
The performance impact of our platform model is starting to be reflected in
our headline financial metrics. For 2025 topline revenue increased by 10% to
US$80.4 million, and our focus on revenue quality led to our gross profit
increasing by 17% to US$16.9 million. In turn, adjusted EBITDA increased by
54% - our platform operating efficiency ensuring incremental margin converted
at a high rate to adjusted EBITDA.
Strategy
The Audioboom platform connects creators, audiences and advertisers at scale,
globally - supporting more than 8,000 podcast channels and reaching more than
50 million unique users every month. We monetise content through three key
advertising products:
- Premium, a high price-point ad placement in which leading
podcast hosts endorse products natively within their shows
- Showcase, our higher-margin ad tech-driven marketplace which
executes ad campaigns through Dynamic Ad Insertion at massive scale with
targeting options for brands
- Sonic, our brand platform focused on providing tools and
services directly to podcast advertisers
The continued scaling of Showcase was once again key to our success in 2025.
Showcase carries a higher gross margin than our other advertising products and
can be scaled efficiently through the tech-based execution of advertising and
a network of demand-side brand partnerships globally. Key performance metrics
for Showcase in 2025 include:
- Revenue of US $30.4 million, up 31% on 2024 (US$23.1 million)
- Contributed 38% of Group revenue (2024: 32%)
- More than 10 billion available ad impressions generated in 2025
As we have proven with our sustained revenue and adjusted EBITDA performance
over the past few years, our platform delivers strong organic growth, but it
is also primed for accelerated growth through acquisition. In July 2025 we
initiated this strategy with the acquisition of Adelicious, a UK-focused
podcast network - creating the UK's largest homegrown podcasting company and
accelerating our position in the UK market by around 5 years. The acquisition
and subsequent integration of Adelicious proved our scalable platform
capabilities. Before the acquisition Adelicious generated revenue of
approximately US$0.6 million per month and, immediately post-transaction, once
connected to the Audioboom platform and monetisation engine, revenue on the
Adelicious podcast roster increased by 67% to approximately US$1.0 million per
month. The podcast market in the US and UK remains fragmented with more than
75% of industry revenue being controlled by 50+ independent networks and
publishers - Audioboom can be at the centre of consolidation in the space,
utilising our platform, as we successfully did with Adelicious, to expand our
Group materially.
Video podcasting became a key growth driver for the Company in 2025. Our work
with video-first creators established us as the number one network in the US
for video and our Premium advertising product enabled us to generate more than
12% of our 2025 revenue through video. However, our yield from video
podcasting is still significantly lower than our audio yield due to a)
limitations on how Showcase can serve advertising into video consumption
platforms such as YouTube, and b) our nascent video sales and monetisation
operation. We will tackle these challenges head-on in 2026 as we believe video
will provide a significant growth opportunity over the next five years.
Already this year we have announced key partnerships with Spotify and Apple
which will enhance our distribution and monetisation abilities in those
platforms. We will also invest this year in video-specialists within our
commercial team to ensure we are capitalising on these platform partnerships.
Our medium-term goal is to improve our video monetisation engine to the point
where the value we create for our podcasters in video is on a par with audio,
ensuring we remain the go-to platform for creators whether they work in audio,
video or both.
With strong organic platform growth - buoyed by recent announcements of major
creator deals with Crooked Media, RedHanded and History Daily, which will add
more than 20 million monthly downloads and views and more than 200 million
monthly available ad impressions to the platform - combined with video growth
and further acquisition opportunity, Audioboom is set for another record year
in 2026.
Key Performance Indicators
1. Average monthly global distribution in 2025 of 118 million, up 20% (98
million in 2024)
Distribution is a measure for the scale of our platform in terms of audio
downloads and video views. It enables accurate comparisons to be drawn with
our competitors. Distribution drivers include organic audience growth of
existing podcasts in our network, the expansion of our network through the
signing of new creator partners, and acquisitions of podcast networks or
publishers with strong show rosters. In 2025 our average monthly distribution
increased by 20% due to the acceleration of video consumption, most strikingly
through YouTube, and following the acquisition of Adelicious in July 2025
which added approximately 25 million monthly downloads and views to our
network in the second half of the year.
2. RPM (average revenue per 1,000 downloads) in 2025 of US$56.46, down 9.5%
(2024: US$62.41)
RPM is a yield metric, a measure of the value we extract from every 1,000
downloads or video views on the Audioboom Creator Network. Growth drivers for
this KPI include increasing fill rates, increasing pricing, and increasing
available inventory per download. In 2025 our RPM decreased by 9.5% over the
previous year due to a) the acquisition of Adelicious which added a material
number of downloads and views to our network at a lower RPM due to the
majority of that distribution being in the United Kingdom where advertiser
investment in podcasting is currently 80% lower than in the US, and b) the
fast growth of video podcast consumption with a lower RPM due to consumption
platform limitations on dynamic advertising insertion technology being
utilised. This represents a significant growth opportunity for Audioboom over
the coming years, with the goal for both UK distribution and video
distribution to be monetised at a higher RPM through the development of our UK
monetisation engine and video platform partnerships - such as our recently
announced alliance with Spotify that will provide increased advertising
opportunity in video.
Overview of the Market
Podcasting continued to grow strongly in 2025 - people love podcasting, and
this structural growth will underpin future value creation in the industry.
Key data points include(1):
· 79% of Americans age 12+ have listened to a podcast
· 59% of those Americans age 12+ have watched a podcast
· 80% of Americans have consumed a podcast in either audio or video
format, representing an estimated 230 million people
Audioboom has consolidated its position amongst the world's leading podcast
businesses, highlighted by the trusted measurement services - Triton Digital's
Podcast Reports, Podscribe's attribution-based ranker and Edison's Top Podcast
Networks chart:
· In Triton Digital's US ranker, Audioboom ranks as the fourth
largest publisher in terms of audio downloads
· In Podscribe's US ranker, Audioboom ranked as the number one
network for video podcast views across 2025
· In Edison Research's Q4 2025 ranker of largest podcast networks,
Audioboom was fifth, only beaten by Spotify, SiriusXM, The New York Times and
iHeartMedia. Edison's ranker measures all podcast companies
On each measurement service, Audioboom ranks as the highest independent
podcast publisher, as well as the highest ranking pure-play podcast publisher.
M&A activity in the sector picked up in 2025 with notable transactions
including Fox's acquisition of podcast ad-representation business Red Seat
Ventures, PodX taking a majority stake in podcast studio Lemonada, and Acast's
acquisition of branded content producer Wonder Media. Audioboom's business
model, structure and performance continues to provide strong optionality on
our own future path, and as such we entered into a strategic review process in
October 2025 to assess strategic options including the potential sale of the
business, commercial partnerships, making further acquisitions, and several
other strategic pathways.
(1)Source: Edison Research Infinite Dial study 2026
Financial Review
Audioboom delivered continued growth in 2025, reporting record revenue of
US$80.4 million, up 10% on 2024 (US$73.4 million). Adjusted EBITDA (earnings
before interest, tax, depreciation, amortisation, share based payments,
non-cash foreign exchange movements and before exceptional items, including
the provision for, and losses on, two onerous contracts) profit increased 54%
to US$5.1 million (2024: US$3.4 million), ahead of 2025 market expectations.
Audioboom recorded a record quarterly adjusted EBITDA profit of US$2.2 million
in Q4 2025, reflecting a 9% adjusted EBITDA margin for that quarter.
2025 marked the successful acquisition and integration of Adelicious Limited,
the first acquisition under the Group's disciplined M&A strategy. Acquired
on 22 July 2025 for a performance-based consideration of up to £10 million,
the acquisition created the UK's second largest podcast network. Full
integration was completed by 1 September 2025, two weeks ahead of the original
60-day target, reflecting strong collaboration between the Audioboom and
Adelicious teams. The acquisition accelerated the Group's UK position by
approximately five years and was integrated efficiently due to the similarity
of business models. From the date of acquisition, Adelicious contributed
US$4.3 million of revenue and US$0.1 million of profit before tax. Upon
acquisition, separately identifiable intangible assets comprising supplier
relationships (US$1.8 million), customer relationships (US$0.8 million) and
the Adelicious brand (US$0.05 million) were recognised alongside goodwill of
US$6.7 million reflecting the value of expected synergies following
integration, the assembled workforce, future growth opportunities and the
strategic positioning of the acquired operations within the Group. A fair
value movement gain on the estimated consideration due of US$2.0 million was
recognised in the year reflecting changes in the Group's estimates of the
future amounts payable in relation to the earn-out and contingent
considerations due. Where revised expectations indicate lower future payments
than previously estimated, this results in a corresponding gain recognised
within the consolidated statement of income. This gain was offset by an
impairment to goodwill of US$3.9 million in the period, as revenue performance
of Adelicious in 2025 was below the upper range of projections, resulting in
the reduction in the expected total consideration payable. See note 22 for
details of the acquisition.
In 2025, as in the prior year, the vast majority of Group revenue (92%) was
generated in the United States - the largest and most developed podcasting
market. The UK contribution increased to 8% (2024: 2%) following the
Adelicious acquisition. In 2025, Premium revenue grew 4% year on year to
US$40.9 million (2024: US$39.7 million), representing 51% of total revenue
(2024: 54%). Showcase revenue increased 31% to US$30.4 million (2024:
US$23.1 million), contributing 38% of Group revenue (2024: 32%) due to
inventory growth of over 17%. Sonic Integrated Marketing revenue declined 17%
to US$8.7 million (2024: US$10.5 million), reflecting a reduction in the
average number of active brands to four (2024: five), and contributing 11% of
Group revenue (2024: 14%). The Group continues to focus on higher quality
revenue generating higher gross margins.
Gross margin improved to 22.4% (excluding onerous contracts) up from 21.5% in
2024, with the gross margin increasing as the year progressed. No new onerous
contracts were recognised in 2025, and the two legacy onerous contracts
provided for in 2023 expired on 31 January 2025 and 31 December 2025
respectively.
Operating costs remained well controlled with opex (excluding interest, tax,
depreciation, amortisation, share based payments, non-cash foreign exchange
movements and material one-off items) increasing by only 8% to US$11.9 million
(2024: US$11.0 million) despite the enlarged business post-acquisition.
Average monthly opex was US$1.0 million before the Adelicious acquisition and
only increased marginally to US$1.1 million post-acquisition. Average
headcount rose to 47 (2024: 40), with the Group ending the year with 53
employees following the acquisition. Importantly, the Company will recognise
the benefits of operational gearing in the coming years as the relatively
fixed operating cost base does not need to increase materially to support the
Company's growth trajectory resulting in growth in adjusted EBITDA flowing to
cash generation as the revenue scales.
Profit before tax increased to US$1.0 million (2024: US$0.9 million) with
improved trading performance and a US$0.9 million reduction in share based
payment charges offset by the US$3.9 million impairment to goodwill related to
the acquisition of Adelicious. The impairment assessment at the year-end
reflected revised forecasts following 2025 Adelicious revenue performance
falling below the upper range of initial expectations. This resulted in lower
projected cash flows and a reduction in the recoverable amount of the
cash-generating unit, driving the impairment and reducing goodwill to US$2.8
million. Consistent with this updated outlook, the expected total
consideration payable for Adelicious has now decreased with the final purchase
price expected to remain below the potential maximum consideration of £10
million.
Cash outflow from operating activities was US$0.5 million (2024: US$0.1
million cash inflow) mainly due to the strong performance of the business in
the final quarter of 2025 where year-end aged receivables were higher than
year-end aged payables reflecting the fact that top tier podcast partners are
paid on 30 day terms versus the average debtor day collection total of 89
days. With the conclusion of the Group's two historic onerous contracts,
management expect that adjusted EBITDA becomes a closer proxy for operating
cash generation going forward.
The Group continues to operate an efficient working capital cycle. Debtor
collections have averaged 96% of revenue recognised over the past five years.
Debtor days increased slightly to 89 days (2024: 82 days) remaining below the
target of 90 days, and reflecting record trading in Q4. Bad debt write-offs
remained minimal at US$0.1 million, consistent with the prior year. Payable
days increased to 87 (2024: 82 days), also reflecting higher trading volumes
at the end of the year.
The Company ended 2025 with cash of US$4.2 million (31 December 2024: US$3.9
million) and access to a US$3.4 million overdraft facility with HSBC.
Accordingly, the Group entered 2026 with access to approximately US$7.6
million, with the Group being fully funded for its current growth trajectory.
Outlook
2026 is set to be another record year for Audioboom, and - as highlighted in
our Q1 2026 Trading Update released today - we have made a positive start,
delivering 118% adjusted EBITDA growth (US$1.5 million vs. Q1 2025: US$0.6
million) and 30% revenue growth (US$22.5 million vs. Q1 2025: US$17.3
million).
We began the year with the announcement of some new major podcaster
partnerships including Crooked Media, RedHanded, History Daily and Hear Me
Out. Combined, these podcasts are expected to contribute 20 million monthly
downloads and views to the Audioboom Creator Network.
New strategic partnerships recently announced with Spotify and Apple will
enhance our capabilities in video podcasting. These partnerships will support
the growth of our video monetisation engine, with the ultimate goal being to
deliver best in class revenue generation for creators, whether their podcast
audiences are consuming audio or video.
Audioboom is striving to build the world's leading creator platform for audio
and video, and we have made a great start in 2026 as we focus on delivering a
record year for the business. I would like to thank our creators, clients,
customers and partners, as well as our incredibly talented Audioboom team and
our supportive shareholders.
Stuart Last
Chief Executive Officer
15 April 2026
AUDIOBOOM GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Notes Majority of business Onerous contracts 2025 Majority of business Onerous contracts 2024
US$'000 US$'000
Continuing operations
Revenue 2 76,117 4,259 80,376 66,844 6,540 73,384
Cost of sales (59,095) (8,002) (67,097) (52,469) (10,628) (63,097)
Cost of sales - onerous contracts release 20 - 3,576 3,576 - 4,088 4,088
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
Gross profit 17,022 (167) 16,855 14,375 - 14,375
Administrative expenses (15,468) (13,329)
----------------- -----------------
Adjusted EBITDA profit - Non-GAAP 5,143 3,389
- Share based payments 19 (439) (1,.369)
- Depreciation (15) (25)
- Depreciation - leases 16 (222) (200)
- Amortisation and impairment of intangible assets 10 (4,018) -
- Fair value movement on consideration 22 2,035 -
- Operating foreign exchange loss (506) (192)
- Onerous contracts net loss 21 (3,743) (4,088)
- Onerous contracts release 21 3,576 4,088
- Contract settlement and costs - - (548)
- Corporate transaction costs (399) -
- Restructuring costs (25) (9)
---------------- ----------------
Operating profit 3 1,387 1,046
Finance income 23 26
Finance costs 6 (417) (168)
---------------- ----------------
Profit before tax 993 904
Taxation (charge) / credit on continuing operations 7 (27) 15
---------------- ----------------
Profit for the financial period attributable to equity holders of the parent 966 919
---------------- ----------------
Other comprehensive loss
Foreign currency translation difference (408) (257)
---------------- ----------------
Total comprehensive profit for the period 558 662
======== ========
Profit per share
from continuing operations
Basic EPS 8 5.6 cents 5.6 cents
Diluted EPS 8 5.2 cents 5.0 cents
============ ============
All results for both periods are derived from continuing operations.
AUDIOBOOM GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER
2025
As at 31 December 2025 As at 31 December 2024
Notes US$'000 US$'000
ASSETS
Non-current assets
Property, plant and equipment 9 29 20
Intangible assets 10 5,330 -
Right of use asset 16 717 917
Deferred tax asset 7 646 1,125
--------------- ---------------
6,722 2,062
Current assets
Trade and other receivables 12 22,020 18,426
Cash and cash equivalents 13 5,025 3,858
Deferred tax asset 7 810 824
--------------- ---------------
27,855 23,108
------------------- -------------------
TOTAL ASSETS 34,577 25,170
------------------- -------------------
Current liabilities
Trade and other payables 14 (19,686) (16,505)
Onerous contract provision 21 - (3,411)
Acquisition earn-out consideration 22 (1,998) -
Lease liability 16 (199) (148)
------------------- -------------------
NET CURRENT ASSETS 5,972 3,044
------------------- -------------------
Non-current liabilities
Lease liability 16 (695) (894)
------------------- -------------------
NET ASSETS 11,999 4,212
========= =========
EQUITY
Share capital 15 - -
Share premium 15 69,706 63,116
Issue cost reserve (2,048) (2,048)
Deferred equity reserve 198 -
Foreign exchange translation reserve (2,090) (1,683)
Reverse acquisition reserve (3,380) (3,380)
Retained earnings (50,387) (51,793)
---------------- ----------------
TOTAL EQUITY 11,999 4,212
======== ========
The accompanying accounting policies and notes form an integral part of these
financial statements.
These financial statements for Audioboom Group plc (Jersey company
registration number 85292), which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Cash Flow, the Consolidated Statement of Changes in
Equity and related notes 1 to 24 were approved and authorised for issue by the
Board of Directors on 15 April 2026 and were signed on its behalf by:
Brad Clarke
Chief Financial Officer
AUDIOBOOM GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 2024
US$'000 US$'000
Profit from continuing operations 966 919
---------------- ----------------
Profit for the period 966 919
Adjustments for:
Tax charge / (credit) 27 (15)
Interest payable 417 168
Interest received (23) (26)
Depreciation of fixed assets 15 25
Depreciation of right of use assets 222 200
Amortisation and impairment of intangible assets 4,018 -
Fair value gain on acquisition (2,035) -
Share based payments 439 1,369
Increase in trade and other receivables (net of those acquired via Adelicious (2,195) (2,098)
acquisition)
Increase in trade and other payables (net of those acquired via Adelicious acquisition) 1,282 4,103
Principle lease payments (269) (199)
Decrease in onerous contract provision (3,411) (4,088)
Foreign exchange gain/(loss) 32 (223)
---------------- ----------------
Cash flows from operating activities (514) 135
Investing activities
Purchase of property, plant and equipment (22) (16)
Acquisition of subsidiary, net of cash acquired (2,463) -
---------------- ----------------
Net cash used in investing activities (2,485) (16)
---------------- ----------------
Financing activities
Proceeds from issue of ordinary share capital 4,166 13
---------------- ----------------
Net cash generated from financing activities 4,166 13
======== ========
Net increase in cash and cash equivalents 1,167 132
---------------- ----------------
Cash and cash equivalents at beginning of period 3,858 3,726
---------------- ----------------
Cash and cash equivalents at end of period 5,025 3,858
======== ========
The Group had no borrowings at the end of either financial period and
therefore no reconciliation of net debt has been provided.
AUDIOBOOM GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital Share premium Issue cost reserve Reverse acquisition reserve Foreign exchange translation reserve Earn-out consideration Retained earnings Total equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
At 31 December 2023 - 63,104 (2,048) (3,380) (1,426) - (54,081) 2,169
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
Profit for the period - - - - - - 919 919
Issue of shares - 12 - - - - - 12
Equity-settled share-based payments - - - - 1,369 1,369
- -
Foreign exchange loss on translation of overseas subsidiaries - - - - (257) - - (257)
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
At 31 December 2024 - 63,116 (2,048) (3,380) (1,683) - (51,793) 4,212
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
Profit for the period - - - - - - 967 967
Earn-out consideration - - - - - 198 - 198
Issue of shares - 6,590 - - - - - 6,590
Equity-settled share-based payments - - - - 439 439
- -
Foreign exchange loss on translation of overseas subsidiaries - - - - (407) - - (407)
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
At 31 December 2025 - 69,706 (2,048) (3,380) (2,090) 198 (50,387) 11,999
------------------- ------------------- ------------------- ------------------- ------------------- ------------------- ------------------- -------------------
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.
Earn-out consideration
Includes potential earn-out consideration share issues in relation to
acquisitions.
Retained earnings
Includes all current and prior period retained profits and losses and equity
settled share-based payment charges.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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 2025 but is derived from the 2025 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 IASB that are mandatorily effective for an
accounting period that begins on or after 1 January 2026. Their adoption has
not had any material impact on the disclosures or on the amounts reported in
these financial statements:
· IFRS 7 & 9: Amendments to the classification and measurement
of financial instruments;
· IFRS 7 & 9: Contracts referencing Nature-dependent
Electricity;
· Annual improvements to IFRS Accounting Standards - Volume 11;
· IFRS 1: Practice Statement 1 Management Commentary; and
· Disclosures about Uncertainties in the Financial Statements.
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 2027 or later years and which the Group has
decided not to adopt early:
· IFRS 18: Presentation and Disclosure in Financial Statements;
· IFRS 19: Subsidiaries without Public Accountability Disclosures;
and
· Amendments to IAS 21: Translation to a Hyperinflationary
Presentation Currency.
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 (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
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$4.2 million
of cash and a US$3.4 million HSBC overdraft remaining available to draw down.
The overdraft is subject to an annual renewal process and has a renewal date
of 30 May 2026. At the date of this report, there is no indication that the
HSBC overdraft will not be renewed, but should it not be renewed, then the
Board believes that it would be able to obtain alternative financing options
that can be called upon, if required. The Board's forecasts for the Group,
including due consideration of the business forecasting an increase in
adjusted EBITDA profit in 2026, projected increase in revenues and cash
utilisation of the Group, and taking account of reasonably possible adverse
changes in trading performance, including changes outside of expected trading
performance, indicate that the Group will have sufficient cash and financing
facilities available to continue in operational existence for the next 12
months from the date of approval of the financial statements and beyond. This
includes considering those partner contracts that have minimum guarantees
attached to them and assessing whether there will be any adverse effect should
there be prolonged adverse trading performance. Based on the Board's
forecasts, the Group considers that it will not require additional funding for
the foreseeable future for the purposes of meeting its liabilities as and when
they fall due. The Board believes that the Group is well placed to manage its
business risks, and longer-term strategic objectives, successfully.
Management has carried out sensitivity analyses of the Group's cash flow
models to assess the impact of a range of possible outcomes, including lower
than anticipated revenues, and the mitigations that the Group has available to
it, including a reduction in overhead costs, active working capital management
and the availability of finance from HSBC. Accordingly, the Directors are
satisfied that the Group will continue to be able to meet its ongoing
liabilities as and when they fall due in reasonably foreseeable circumstances.
Therefore, the Directors consider the going concern basis of preparation of
these financial statements appropriate.
Revenue
Revenue represents amounts receivable for services provided in the normal
course of business, and excludes intra-group sales, Value Added Tax and trade
discounts.
Revenue is recognised when the amount of revenue can be measured reliably, it
is probable that the economic benefits associated with the transaction will
flow to the entity, the costs incurred or to be incurred can be measured
reliably, and when the criteria for each of the Group's different activities
has been met. Revenue comprises:
l Sale of advertising: the value of goods and services is recognised on
broadcast of the podcast
l Sale of subscriptions: the value of goods and services is recognised
across the period of subscription
The Directors have considered the requirements of IFRS 15 in respect of
multiple performance obligations within one contract and have not identified
any such instances. In relation to the Adelicious acquisition in July 2025
there is the potential for a contingent consideration to be paid depending on
the performance of a particular contract between July 2025 and April 2027. See
note 22 for further detail. There are no other contracts which incorporate
variable or contingent considerations.
The Group entities, Audioboom Limited, Adelicious Limited and Austin
Advertising Inc, are all 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, contract
directly with the brand or agency to secure the advertising and confirm 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. For those podcast partners who have
minimum revenue guarantees as part of their contractual terms, should
insufficient advertising be sold to cover the minimum guaranteed revenue to
generate a profit on the contract, there is a risk that an onerous contract
provision be required once a loss on the contract be deemed reasonably
certain.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
ACCOUNTING POLICIES (continued)
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 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.
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.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
ACCOUNTING POLICIES (continued)
Intangible assets
Intangible assets comprise brand, customer relationships, supplier
relationships and goodwill, primarily arising through business combinations.
Identifiable intangible assets acquired as part of a business combination are
recognised separately from goodwill where they are separable or arise from
contractual or legal rights. Appropriate valuation methods were utilised to
determine the fair value of these intangible assets.
Following initial recognition, intangible assets are carried at cost less
accumulated amortisation and any accumulated impairment losses.
Intangible assets with finite useful lives are amortised on a straight-line
basis over their estimated useful economic lives and assessed for impairment
whenever events or changes in circumstances indicate that the carrying value
may not be recoverable.
Goodwill is considered to have an indefinite useful life, is not amortised,
and is tested annually for impairment, or more frequently where indicators of
impairment exist.
The estimated useful economic lives applied to the Group's intangible assets
are as follows:
Brand
10
years
Customer relationships 13
years
Supplier
relationships 6 years
Goodwill
Indefinite
The useful economic lives and residual values of intangible assets are
reviewed at least annually and adjusted where appropriate.
Leases
Leases of property for periods longer than one year are capitalised at the
fair value of the leased property (disclosed as a right of use asset on the
face of the statement of financial position) with the corresponding rental
obligations, net of finance charges, included in current and non-current
liabilities. The fair value of the lease asset and corresponding liability is
calculated as the present value of the minimum value of lease payments for
which the Group will become liable, discounted at a rate considered
appropriate.
Lease rental payments are split between a reduction in the lease liability and
finance cost, with depreciation charges of the right of use asset over its
useful economic life recognised as an expense in the Group's income statement.
Payments made under operating leases, where the risks and rewards are not
transferred to the Group, are recognised as an expense in the income
statement.
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
2025, with comparative information presented for the year ended 31 December
2024. 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.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
ACCOUNTING POLICIES (continued)
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 either for all taxable
temporary differences or as a result of the recognition of intangible assets
at fair value in accordance with IFRS 3 business combinations.
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.
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.
Adjusted EBITDA presentation
Certain costs incurred in the year have been excluded from the non-GAAP
adjusted EBITDA calculation so as to present revenue and costs directly
attributable to the normal course of business performance. Those costs
excluded include interest, tax, depreciation, amortisation, share based
payments, non-cash foreign exchange movements, material one-off items, and
onerous contract provisions and losses incurred, all of which are not deemed
to be in the normal course of business.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
ACCOUNTING POLICIES (continued)
Critical accounting judgements
Revenue
The Group entities, Audioboom Limited, Adelicious Limited and Austin
Advertising Inc, are all 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, contract
directly with the brand or agency to secure the advertising and confirm 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. For those podcast partners who have
minimum revenue guarantees as part of their contractual terms, should
insufficient advertising be sold to cover the minimum guaranteed revenue to
generate a profit on the contract, there is a risk that an onerous contract
provision be required once a loss on the contract be deemed reasonably
certain.
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 20 for further detail
on MGs contracted at the year-end).
Onerous contract provisions
The Group continually assesses its exposure to onerous contracts by assessing
contractual minimum guarantees versus future revenue and growth expectations.
Should future revenue and growth expectations be lower than previously
anticipated which take a partner contract into a loss-making scenario, a
provision will be created using a range of growth scenarios to estimate the
total estimated net loss of the contract.
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 third parties. Warrants are measured
at the fair value of the service provided with reference to comparable cash
settled transactions or appropriate valuation methodologies at the date of
grant, with the charge being recognised within the statement of comprehensive
income over the period of service to which the grant relates.
IFRS 16: Leases
The Group recognises lease liabilities at the present value of future cash
flows. The determination of present value involves judgements and estimates,
in particular in relation to the discount factor to be applied to those cash
flows. In determining an appropriate discount factor the Directors considered
a range of factors including the Group's cost of capital together with the
interest rate charged on the Group's external debt facilities. Having
considered these factors the Directors have assessed that 8% is an appropriate
discount factor to determine the value of the Group's lease liabilities.
Bad debt provision
The Group creates a specific bad debt provision for all debtors which are over
365 days old and reviews all debtors on a continual basis, providing for any
under 365 days which are not deemed to be recoverable. The Group utilises the
expected credit loss model to calculate an appropriate bad debt provision,
which incorporates an assessment of historical losses in deriving a provision
to be recognised against the likelihood of future bad debt. Such an assessment
requires the application of judgement, and bad debts may materially exceed the
amount provided for at the reporting date. Refer to note 12.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
ACCOUNTING POLICIES (continued)
Recognition and measurement of deferred tax assets
The Group recognises deferred tax assets in relation to unutilised tax losses
which can be utilised to offset tax arising on future taxable profits.
Utilisation of these tax losses is dependent on the timing and extent of
future taxable profits of the Group. Therefore the recognition and measurement
of deferred tax assets is based on the judgement of the Directors as to this
profitability and represents an area of material estimation uncertainty. Refer
to note 7.
Key areas of estimation uncertainty
Minimum guarantees
The Group continually assesses its exposure to onerous contracts by assessing
contractual MGs (see note 20 for further detail on MGs contracted at the
year-end). There is an element of uncertainty with all contracts signed as
they are based on future expected revenue generation and if the future
performance does not meet expectations, it may result in a material cash
outflow and the recognition of expected losses in the financial period in
which the contract is considered to become onerous.
Onerous contract provisions
A weighted average of the different growth scenarios will be used as the
performance of future advertising markets and the specific show under review
can only be estimated at the balance sheet date. A weighted average cost of
capital discount factor has been applied to future revenues to discount the
provision to current value. The revenue, net loss and projected net loss of
the contract are disaggregated within the consolidated statement of
comprehensive income so that the specific impact of onerous contracts and
provisions recognised in relation to them is clear to users of the financial
statements. No other overheads or costs will be included in the provision
assessment because the main cost of the contract is the revenue share owed to
the partner. The onerous contract provision calculations are estimates and
actual outcomes may be materially different to the value of provision
estimated.
Business combinations and acquisition accounting
The Group applies the acquisition method of accounting in accordance with IFRS
3 Business Combinations. Judgement is required in determining whether an
acquisition represents a business combination.
In respect of acquisitions completed during the period, significant judgement
has been applied in identifying and measuring the fair value of acquired
assets and liabilities at the acquisition date. This includes the recognition
of separately identifiable intangible assets, principally supplier
relationships, customer relationships and brand associated with the acquired
podcast operations. Supplier relationships were valued using the Multi Period
Excess Earning method, customer relationships were valued using the With or
Without method and the brand was valued using the Relief from Royalty method.
All of the valuation methodologies used required the use of key assumptions,
estimates and forecasts, as well as appropriate discount rates.
Judgement is also required in determining the fair value of deferred and
contingent consideration arrangements, including estimates of future
performance against earn-out targets and the selection of an appropriate
discount rate. Changes in the estimated fair value of contingent consideration
are recognised in the income statement in line with applicable accounting
standards.
Goodwill arising on acquisition, representing the excess of consideration over
the fair value of identifiable net assets acquired, has been allocated in full
to the Adelicious cash-generating unit (CGU), which represents a stand-alone
component of the Group. The allocation of goodwill to a single CGU reflects
management's judgement as to how the acquired business is monitored and how
economic benefits are expected to be realised.
The subsequent assessment of goodwill for impairment requires further
judgement, including the determination of value-in-use calculations for the
Adelicious CGU. Key assumptions applied include forecast revenue growth,
EBITDA margins, long-term growth rates and pre-tax discount rates. These
assumptions are inherently uncertain and subject to change based on market
conditions, including the development of the podcast advertising market.
Given the level of estimation uncertainty involved in acquisition accounting
and subsequent impairment assessments, actual outcomes may differ from those
assumed and could result in material adjustments to the carrying value of
goodwill and other acquired intangible assets.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
ACCOUNTING POLICIES (continued)
Intangible assets recognition
The recognition and subsequent measurement of intangible assets require
management to make a number of significant estimates and judgements including
the fair value of intangible assets acquired in business combinations, the
expected useful economic lives of intangible assets, the future revenue and
cash flow generation attributable to acquired customer relationships, supplier
relationships, the acquired brand, and the appropriate discount rates and
long-term growth assumptions applied in impairment testing.
These estimates are based on historical performance and management's
expectations of future economic conditions and require the Directors to make
significant estimates and assumptions.
CGU assessment and impairment testing of goodwill
Goodwill is allocated to the Group's cash generating units (CGU) that are
expected to benefit from the synergies of the relevant business combinations.
The Group tests for impairment annually and whenever there are indicators that
goodwill may have been impaired. The recoverable amount of each CGU is
determined based on value-in-use calculations derived from discounted cash
flow forecasts. Cash flow projections are based on approved forecasts covering
a range of 3 years. Cash flows beyond the forecast period are extrapolated
using a terminal growth rate.
The impairment tests are sensitive to the following key assumptions. Revenue
growth is based on historic trends, contracted podcast contracts and
anticipated business initiatives to grow revenue. Future business operational
costs are based on anticipated headcount within the CGU and other required
costs to deliver growth. The discount rate uses a pre-tax discount rate
derived from the Group's weighted average cost of capital (WACC), reflecting
current market assessments of the time value of money and the risks specific
to the CGU. The WACC is calculated using market-based assumptions including
the risk-free rate, beta, and market rate of return. The terminal growth rate
reflects Directors' estimate of long-term growth for the markets in which the
CGU operates.
The Directors are satisfied that there are no such indicators of impairment at
the reporting date on the supplier relationships and customer relationships as
these remain intact. An impairment has been applied to goodwill recognised in
the year reflecting updated expectations of future revenues. Revenue
performance of the acquired CGU in 2025 was below the upper range of initial
projections, resulting in a reduction in the expected total consideration
payable. In accordance with IAS 36 Impairment of Assets, the impairment is
recognised in goodwill first.
Earn-out and contingent consideration
In 2025, the Company acquired Adelicious Limited which included an element of
both deferred and contingent consideration. The Directors made their best
estimate of amounts expected to be payable as at the year end and adjusted the
carrying value; such estimates are based on the anticipated performance of
Adelicious Limited in accordance with the terms of the acquisition contract.
Details of the key inputs and accounting are provided in note 22.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
2. REVENUE 2025 2024
US$'000 US$'000
Premium advertising 40,906 39,346
Showcase advertising 30,382 23,128
Sonic Integrated Marketing advertising 8,699 10,510
Subscription fees 389 400
-------------- --------------
80,376 73,384
======= =======
The Directors consider the Group to operate within one operating segment,
content related revenue, and consequently expenditure and balance sheet
analysis is not presented between advertising and subscription services.
Premium, Showcase and Sonic Integrated Marketing advertising revenue are all
recognised at a point in time, i.e. when the podcast episode is broadcast.
Subscription fee revenue is recognised over time, i.e. when the subscription
payment is made by the customer for the relevant subscription period.
Geographical information
The Group's operations are principally located in the UK and the USA. The main
assets of the Group, cash and cash equivalents, are held in the UK and the
USA.
The Group's revenue from external customers by geographical location is
detailed below:
2025 2024
US$'000 US$'000
United Kingdom 6,208 1,360
USA 74,168 72,024
-------------- --------------
80,376 73,384
======= =======
The Group invoiced one customer who represented more than 10% of the reported
revenue (20% of the total invoiced). The customer is an advertising agency and
represents a number of brands, thus reducing the customer concentration.
The Group currently has two material geographic revenue regions, however, as
the Group's controlling operations are primarily based in the UK, there is no
separation of income, expenditure and sections of the balance sheet for the
purposes of segmental reporting.
3. OPERATING PROFIT 2025 2024
US$'000 US$'000
Operating profit for the period has been arrived at after charging /
(crediting), the following:
Depreciation of property, plant & equipment 15 25
Depreciation - leases 222 195
Operating foreign exchange loss 506 192
Fair value acquisition gain (2,035) -
Staff costs (refer to note 5 for detail) 8,509 8,666
======= =======
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
4. AUDITOR'S REMUNERATION 2025 2024
US$'000 US$'000
Audit services
Fees for the audit of the consolidated annual financial statements and the 170 118
audit of the Company's subsidiaries pursuant to legislation
-------------- --------------
170 118
======= =======
5. STAFF COSTS 2025 2024
Number Number
Average number of production, editorial and sales staff 33 27
Average number of management and administrative staff 14 13
-------------- ---------------
47 40
======= =======
US$'000 US$'000
Wages and salaries 6,969 5,860
Social security costs 528 492
Pension costs (defined contribution scheme) 573 504
Share based payments 439 1,369
-------------- ---------------
8,509 8,225
======= =======
Details of Directors' remuneration are set out in the
Remuneration Committee Report in the 2025 Annual Report.
6. FINANCE COSTS 2025 2024
US$'000 US$'000
Lease interest (see note 16) 121 131
Unwinding of earn-out consideration finance charge (see note 22) 248 -
Overdraft arrangement fees and interest 48 37
------------ -------------
417 168
======= =======
The Company has a US$3.4 million overdraft
facility with HSBC. The overdraft is subject to an annual renewal process and
has a renewal date of 30 May 2026.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
7. TAXATION
Tax reconciliation
The taxation charge on the profit for the period differs from the amount
computed by applying the corporation tax rate to the profit before tax for the
following reasons:
2025 2024
US$'000 US$'000
Profit on ordinary activities before tax 993 904
---------------- ----------------
Tax at UK corporation tax rate of 25.00% (2024: 25.00%) 248 226
Expenses not deductible for tax purposes 980 1
Fair value adjustments (439) -
Foreign taxes at different rates 4 (15)
Acquisition stamp duty 64 -
Utilisation of tax losses brought forward (1,030) (704)
Unrelieved tax losses 145 374
Effect of share-based payments 55 103
---------------- ----------------
Tax charge / (credit) and effective tax rate for the period 27 (15)
========= =========
2025 2024
US$'000 US$'000
Current tax
Foreign tax charge on profits in the year 3 7
Acquisition 64 -
Deferred tax credit (40) (22)
---------------- ----------------
Tax charge / (credit) recognised in the consolidated statement of income 27 (15)
========= =========
The Group has carried forward UK losses amounting to US$36.4 million as of 31
December 2025 (2024: US$39.1 million). The gross amount of losses upon which
the deferred tax asset has been recognised amounts to US$8.0 million (2024:
US$7.8 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 three years. Refer to the Recognition and measurement of
deferred tax assets accounting judgement detail in the accounting policies
section for further disclosure.
There was a deferred tax liability of US$0.6 million recognised in relation to
the acquisition of Adelicious Limited in July 2025 (2024: US$nil).
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
7. TAXATION (continued)
Deferred tax liability Deferred tax asset Total
US$'000
At 1 January 2024 - 1,976 1,976
Foreign exchange effect - (27) (27)
----------------- ----------------- -----------------
At 31 December 2024 - 1,949 1,949
======== ======== ========
Deferred tax liability recognised on acquisition (676) - (676)
Release of deferred tax liability in the year 45 - 45
Utilisation of tax losses brought forward - (1,030) (1,030)
Increase in deferred tax asset due to revised profit forecasts - 1,030 1,030
Foreign exchange effect - 138 138
----------------- ----------------- -----------------
At 31 December 2025 (631) 2,087 1,456
======== ======== ========
Current Non-current Total
Deferred tax asset 810 1,277 2,087
Deferred tax liability - (631) (631)
----------------- ----------------- -----------------
Total net deferred tax asset 810 646 1,456
======== ======== ========
8. PROFIT PER SHARE
Basic earnings per share is calculated by dividing the profit or loss
attributable to shareholders by the weighted average number of ordinary shares
in issue during the period.
IAS 33 requires presentation of diluted EPS when a company could be called
upon to issue shares that would decrease earnings per share, or increase the
loss per share.
Profit/(Loss) Weighted average Per share
number of shares amount
2025
US$'000 Thousand Cents
Basic EPS
Profit attributable to equity holders 966 17,111 5.6
Diluted EPS
Profit attributable to equity holders 966 18,765 5.2
========= ========= =========
2024
US$'000 Thousand Cents
Basic EPS
Profit attributable to equity holders 919 16,377 5.6
Diluted EPS
Profit attributable to equity holders 919 18,369 5.0
========= ========= =========
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
9. PROPERTY, PLANT AND EQUIPMENT
Computers Studio Total
US$'000 US$'000 US$'000
Cost
At 31 December 2023 86 6 92
Additions 16 - 16
Disposals (35) (2) (37)
Foreign exchange effect (2) - (2)
--------------- --------------- ----------------
At 31 December 2024 65 4 69
--------------- --------------- ----------------
Additions 21 1 22
Additions on acquisition 5 - 5
Disposals (33) (3) (36)
Foreign exchange effect 1 - 1
--------------- --------------- ----------------
At 31 December 2025 59 2 61
--------------- --------------- ----------------
Depreciation
At 31 December 2023 57 5 62
Charge for the period 24 1 25
Disposals (35) (2) (37)
Foreign exchange effect - (1) (1)
--------------- --------------- ----------------
At 31 December 2024 46 3 49
--------------- --------------- ----------------
Charge for the period 14 1 15
Disposals (29) (3) (32)
Foreign exchange effect - - -
--------------- --------------- ----------------
At 31 December 2025 31 1 32
--------------- --------------- ----------------
Net book value
At 31 December 2023 29 1 30
========= ========= =========
At 31 December 2024 19 1 20
========= ========= =========
At 31 December 2025 28 1 29
========= ========= =========
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
10. INTANGIBLE ASSETS
Customer Supplier
Brand relationships relationships Goodwill Total
US$'000 US$'000 US$'000 US$'000 US$'000
Cost
At 31 December 2024 - - - - -
Additions on acquisition 47 809 1,829 6,663 9,348
-------------- --------------- --------------- --------------- ----------------
At 31 December 2025 47 809 1,829 6,663 9,348
-------------- --------------- --------------- --------------- ----------------
Amortisation
At 31 December 2024 - - - - -
Charge for the period 2 27 135 - 164
Impairment - - - 3,854 3,854
---------------- --------------- --------------- --------------- ----------------
At 31 December 2025 2 27 135 3,854 4,018
----------------- --------------- --------------- --------------- ----------------
Net book value
At 31 December 2024 - - - - -
========= ========= ========= ========= =========
At 31 December 2025 45 782 1,694 2,809 5,330
========= ========= ========= ========= =========
Goodwill is allocated to Adelicious Limited (being the single cash-generating
unit to which goodwill is allocated) which represents the lowest level within
the Group at which goodwill is monitored for internal management purposes.
The Group tests goodwill for impairment annually, or more frequently where
there are indicators of impairment, in accordance with IAS 36 Impairment of
Assets. The most recent impairment assessment was performed as at 31 December
2025.
The recoverable amount of the CGU has been determined based on a value-in-use
calculation, using cash flow projections derived from 3-year forecasts. Cash
flows beyond this period are extrapolated using a terminal growth rate.
Key assumptions applied in the impairment review are as follows:
· Cash flow forecast period: 3 years
· Discount rate: 19.59% pre-tax, reflecting current market
assessments of the time value of money and the risks specific to the CGU
· Terminal growth rate: 2.5%, reflecting the Directors' estimate of
long-term growth prospects of the podcast market
The impairment assessment is sensitive to changes in the discount rate and
terminal growth rate and the Directors have performed sensitivity analysis on
these key assumptions. For there to be no headroom on the goodwill impairment
assessment, the terminal growth rate would need to be less than 2.5%.
Based on the impairment assessment performed, the Directors have recognised an
impairment charge of US$3.9 million in the year, reducing the carrying value
of goodwill to US$2.8 million.
The impairment relates to the acquisition of Adelicious Limited and reflects
updated expectations of future revenues. Revenue performance in 2025 was below
the upper range of initial projections, resulting in a reduction in the
expected total consideration payable - the final purchase price is expected to
remain below the potential maximum consideration of £10 million.
Accordingly, the revised forecast cash flows for the CGU are lower than those
assumed at acquisition, leading to a reduction in the recoverable amount and
the recognition of an impairment charge.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
11. SUBSIDIARIES
As at 31 December 2025, Audioboom Group plc held more than 20% of the share
capital of the following companies:
Registered office Class of shares % held by parent
Audioboom Limited 2-6 Boundary Row, London, SE1 8HP Ordinary 100%
Adelicious Limited 2-6 Boundary Row, London, SE1 8HP Ordinary 100%
Audioboom Inc. 251 Little Falls Drive, Wilmington, Delaware 19808, USA Ordinary 100%
Austin Advertising Inc. 1013 Centre Road, Suite 403S, Wilmington, Delaware 19805, USA Ordinary 100%
Audioboom Inc is held through Audioboom
Limited. Austin Advertising Inc is held through Audioboom Inc.
12. TRADE AND OTHER RECEIVABLES 2025 2024
US$'000 US$'000
Amounts receivable for the sale of goods and services 20,167 16,460
Allowance for doubtful debts (62) (10)
---------------- ----------------
Net receivables 20,105 16,450
Other receivables 151 144
Prepayments and accrued income 1,362 1,773
Taxes recoverable 402 59
---------------- ----------------
22,020 18,426
========= =========
The average credit period taken on sales of goods and services is 89 days
(2024: 82 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$2.0 million (2024: US$1.1 million) which are past due at the
reporting date.
Having considered the Group's exposure to bad debts and the probability of
default by customers, no material adjustment has been identified between
recognition of bad debts on a specific basis and expected credit losses
outlined below in accordance with IFRS 9 (2024: US$nil).
Accrued income carried forward into 2025, that will reverse fully in 2026, is
US$1.1 million (2024: US$0.4 million).
As at 31 December 2025 the lifetime expected loss provision for trade
receivables was:
US$'000 Current More than 30 days past due More than 60 days past due More than 90 days past due Total
Expected loss rate 0.28% 0.30% 0.34% 0.38%
Gross carrying amount 8,526 6,406 3,281 1,954 20,167
Loss provision 24 19 11 8 62
As at 31 December 2024 the lifetime expected loss provision for trade
receivables was:
US$'000 Current More than 30 days past due More than 60 days past due More than 90 days past due Total
Expected loss rate 0.05% 0.07% 0.07% 0.05%
Gross carrying amount 6,977 5,442 2,957 1,084 16,460
Loss provision 3 4 2 1 10
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
13. CASH
2025 2024
US$'000 US$'000
Group cash 4,219 3,858
Contingent consideration cash retention 806 -
----------------- -----------------
Total 5,025 3,858
======== ========
As per the purchase agreement for Adelicious Limited, the consideration terms
allowed the Group to retain a total of US$1.2 million from the consideration
paid to offset potential adverse performance of a specific podcast partner
contract. US$0.8 million was withheld from the initial consideration and was
retained by the Group in an escrow account which is controlled by the Group,
but the Group cannot access this escrow account until the end of the first
year of the partner contract on 30 April 2026. A further US$0.4 million is due
to be retained from the earn-out consideration relating to 2025 revenue
performance by Adelicious Limited in 2026.
14. TRADE AND OTHER PAYABLES 2025 2024
US$'000 US$'000
Current liabilities
Trade payables 16,781 13,136
Other taxes and social security 77 49
Accruals 2,817 3,211
Other payables 11 109
---------------- ----------------
Trade and other payables due within less than one year 19,686 16,505
========= =========
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs. The average credit period taken for trade
purchases is 87 days (2024: 82 days). The Group has financial risk management
policies in place to ensure that all payables are paid within the credit time
frame.
The Group records negligible deferred income and therefore no analysis of
contract liabilities has been provided.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
15. STATED CAPITAL ACCOUNT
No. of Share Share
shares capital premium
US$'000 US$'000
At 31 December 2023 16,376,936 - 63,104
Shares issued in the period
Share options exercised 6,672 - 12
---------------------- ------------------- ---------------------
At 31 December 2024 16,383,608 - 63,116
---------------------- ------------------- ---------------------
Shares issued in the period
Shares issued at £2.70 each 1,111,112 - 3,855
Shares issued at £4.44 each 405,405 - 2,425
Warrants exercised 21,875 - 92
Share options exercised 62,655 - 218
-------------------- --------------------- -----------------------
At 31 December 2025 17,984,655 - 69,706
=========== =========== ===========
There is no authorised share capital and all shares rank pari passu. All
issued share capital is fully paid up. All ordinary shares have no par value.
In July 2025, the Group acquired Adelicious Limited for an initial
consideration of £4.5 million. 60% of the initial consideration totalling
£2.7 million was settled in cash raised via a placing of 1,111,112 shares at
£2.70 per share. 40% of the initial consideration totalling £1.8 million was
settled by issuing 405,405 shares to the shareholders of Adelicious Limited at
an agreed price of £4.44 per share, totalling £1.8 million.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
16. RIGHT OF USE ASSET LEASES
Set out below are the carrying amounts of
right-of-use assets recognised and the movements during the period:
Office Lease Total
US$'000
At 31 December 2023 1,117
Depreciation expense (200)
----------------
At 31 December 2024 917
----------------
Depreciation expense (222)
Foreign exchange effect 22
----------------
At 31 December 2025 717
=========
Set out below are the carrying amounts of lease liabilities and the movements during the period:
2025 2024
US$'000 US$'000
Balance at 1 January 1,042 1,110
Payment of lease liabilities (269) (199)
Imputed lease interest costs 121 131
------------- -------------
Balance at 31 December 894 1,042
======== ========
Current 199 148
Non-current 695 894
The following are the amounts recognised in the statement of comprehensive
income:
2025 2024
US$'000 US$'000
Depreciation expense of right of use assets 222 200
Interest expense on lease liabilities 121 131
------------- -------------
Total amount recognised 343 331
======== ========
The Company recorded total cash outflows for leases of US$366,000 in 2025
(2024: US$302,000).
The following are the total value of the commitments on an undiscounted basis:
2025 2024
US$'000 US$'000
Under one year 297 269
One to five years 810 1,107
------------- -------------
Total value of commitments 1,107 1,376
======== ========
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
17. OPERATING LEASE ARRANGEMENTS 2025 2024
$'000 $'000
The Group as lessee
Lease payments under operating leases recognised as an expense
in the year 97 103
------------- -------------
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 75 77
------------- -------------
75 77
======== ========
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.
18. RELATED PARTY TRANSACTIONS
Key management personnel remuneration
See the Remuneration Committee Report in the 2025 Annual Report for details
relating to key management personnel remuneration during the year. Key
management during the year being Stuart Last, CEO and Brad Clarke, CFO.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
19. 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:
2025 2024
Weighted Weighted
Average Average
Number of Exercise Number of Exercise
Share options Price (£) Share options Price (£)
Outstanding at beginning of period 1,687,444 2.600 1,684,451 5.932
Granted during the period 25,000 3.800 515,157 2.400
Forfeited/lapsed during the period (6,000) 2.803 (505,491) 13.513
Exercised during the period (62,655) 2.680 (6,672) 1.500
-------------------- ---------------------
Outstanding at end of period - time vesting based 865,123 2.497 908,781 2.476
Outstanding at end of period - performance vesting based(1) 778,666 2.746 778,663 2.476
-------------------- ---------------------
Total outstanding at end of period 1,643,789 2.615 1,687,444 2.600
============= =============
Exercisable at end of period 1,421,071 2.599 1,192,677 2.532
============= =============
(1)Options with performance-based vesting will vest, subject to Remuneration
Committee discretion, if the Company meets market expectations for revenue and
adjusted EBITDA targets
The options outstanding at 31 December 2025 had a weighted average exercise
price of £2.615, and an average remaining contractual life of 6 years. The
inputs into the Black-Scholes model are as follows:
2025 2024
Weighted average share price £3.800 £2.400
Weighted average exercise price £3.800 £2.400
Expected volatility 75% 85%
Expected life 10 years 10 years
Risk-free rate 4.59% 4.13%
Expected dividend yield 0% 0%
============= =============
Expected volatility was determined by assessing the share price volatility
from the current year. The Group recognised total expenses of US$0.4 million
related to equity-settled share-based payment transactions for the year ended
31 December 2025 (31 December 2024: US$1.4 million).
2025 2024
US$'000 US$'000
Share option charge 439 1,369
-------------- --------------
439 1,369
======== ========
At the period end, the Company had in issue outstanding share warrants for a
total of 15,625 shares (2024: 37,500 shares) with a weighted average exercise
price of £3.30 (2024: £3.30). All 15,625 (2024: 37,500) of the warrants were
exercisable at the period end.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
20. 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 2025, of the US$33.0 million (2024: US$29.3 million) total
minimum guarantee amount committed to expenditure, US$nil million (2024:
US$8.0 million) relates to the two onerous contracts provided for detailed in
note 21.
The amounts detailed below are undiscounted.
2025 2024
US$'000 US$'000
MG expenditure committed in 12 months or less 22,286 23,838
MG expenditure committed in more than 12 months 10,730 5,486
----------------- -----------------
Total MG amount committed to expenditure 33,016 29,324
======== ========
21. ONEROUS CONTRACT PROVISION
A provision was recognised in 2023 in relation to two partner contracts. As
advertising markets performed below the expectations previously modelled for
these agreements, it was assumed that it was unavoidable that the contracts
would generate a loss through to their conclusion on 31 January 2025 and 31
December 2025 respectively. The contracts, which were both negotiated in early
2022 during buoyant podcast advertising market conditions, recorded a net loss
of US$3.7 million in 2025 (2024 net loss: US$4.1 million) and in light of
revenue growth being lower than projected when negotiating the contracts, it
was considered likely that they would continue to be loss making through to
their conclusion.
Both contracts ended in 2025 and the Directors have performed an assessment of
the other existing minimum guarantee contracts to confirm that there are no
other contracts that meet the definition of an onerous contract as at the
reporting date.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
21. ONEROUS CONTRACT PROVISION (continued)
The following are the amounts recognised in the statement of comprehensive
income:
2025 2024
US$'000 US$'000
Onerous contracts net loss incurred 3,743 4,088
Onerous contracts release for expected future net losses (3,576) (4,088)
----------------- -----------------
Total 167 -
======== ========
The following are the total value of the provision which has been calculated
on a weighted average basis based on a range of scenarios then discounted to
detail the net present value of the provision:
2025 2024
US$'000 US$'000
Contract provision brought forward 3,411 7,499
Increase in current contract provision - -
Increase in non-current contract provision - -
Release of current contract provision (3,411) (1,635)
Release of non-current contract provision - (2,453)
----------------- -----------------
Contract provision carried forward - 3,411
======== ========
22. BUSINESS COMBINATION
During the year, on 22 July 2025, the Group acquired 100% of the voting shares
of Adelicious Limited, a non-listed UK focused podcast network in exchange for
the Company's shares and cash. The acquisition was expected to create the
second largest podcast network in the UK and positioned the enlarged Group to
capture significant share of the UK market's untapped value. 100% of the
Adelicious Limited share capital was acquired for a potential maximum
consideration of £10.0 million.
The potential maximum consideration of £10.0 million consisted of £4.5
million initial consideration, £3.0 million earn-out consideration and £2.5
million contingent consideration:
· The £4.5 million initial consideration was split 60% cash (£2.7
million) and 40% shares in Audioboom Group PLC (£1.8 million) being 405,405
shares at an agreed price of £4.44 per share. Of the £2.7 million cash
proportion, £0.6 million was retained by the Group in an escrow account, see
further details below. The agreed share price of £4.44 was determined on 15
May 2025 based on a 90-day volume-weighted average price (VWAP) of Audioboom
Group PLC shares. At the acquisition date, the market share price was £3.20,
resulting in a fair value of £1.3 million for the shares issued. This
represents a £0.5 million reduction compared to the contractual equity
consideration, in line with IFRS 3, Business Combinations.
· The up to £3.0 million earn-out consideration relates to 2025
pro-rated revenue performance by Adelicious Limited and would be satisfied by
40% cash, 40% shares in Audioboom Group PLC at an agreed price of £4.44 per
share, and 20% either cash or Audioboom Group PLC shares at the Group's
discretion.
· The up to £2.5 million contingent consideration relates to
performance of a specific podcast partner contract between May 2025 and April
2027 and would be satisfied by 40% cash, 40% shares in Audioboom Group PLC at
an agreed price of £4.44 per share, and 20% either cash or Audioboom Group
PLC shares at the Group's discretion. Should the specific partner contract not
meet agreed target performance in year 1 and/or year 2, no contingent
consideration would be payable.
· The consideration terms allowed the Group to retain a total of
£0.875 million from the consideration paid to offset potential adverse
performance of the specific podcast partner contract, which the contingent
consideration of £2.5 million relates to. £0.6 million from the initial
consideration was retained by the Group in an escrow account with a further
£0.275 million due to be retained from the earn-out consideration relating to
2025 pro-rated revenue performance by Adelicious Limited.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
22. BUSINESS COMBINATION (continued)
Assets acquired and liabilities assumed
The fair values of the identified assets and liabilities of Adelicious Limited
as at the date of acquisition were:
At Acquisition
US$000
Tangible fixed assets 5
Cash acquired 377
Working capital (650)
Deferred tax liability (676)
Borrowings (7)
Other net assets 180
----------------
Net liabilities on acquisition (771)
Separately identifiable intangible assets 2,685
Goodwill 6,663
----------------
Total investment in subsidiary 8,577
Initial consideration - cash 2,840
Initial consideration - 405,405 Audioboom Group PLC shares 1,754
Earn-out consideration 2,500
Contingent consideration 1,265
Equity contingent consideration 198
Adjustment to purchase price 20
----------------
Total investment in subsidiary 8,577
=========
Separately identifiable intangible assets comprise supplier relationships
(US$1.8 million), customer relationships (US$0.8 million) and the Adelicious
brand (US$0.05 million).
From the date of acquisition, Adelicious Limited contributed £3.270 million
of revenue and £0.045 million to profit before tax from continuing operations
of the Group.
Adelicious Limited revenue for the 17-month period to 31 December 2025 was
£9.248 million and £0.159 million loss before tax.
The Group's goodwill balance arises from the acquisition of Adelicious Limited
and reflects the value of expected synergies from integrating the acquired
businesses, the assembled workforce, future growth opportunities and the
strategic positioning of the acquired operations within the Group.
A deferred tax liability of US$0.7 million has been recognised on the fair
value adjustments made to identifiable intangible assets recognised on
acquisition, primarily customer relationships, supplier relationships and the
acquired brands, as the tax bases of these assets differ from their carrying
values for accounting purposes.
Total costs incurred as part of the acquisition were US$0.3 million.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
22. BUSINESS COMBINATION (continued)
The following are the total values of the Adelicious Limited acquisition
earn-out consideration being the earn-out consideration, relating to 2025
revenue performance, and the contingent consideration, relating to the
performance of a specific podcast partner contract:
Earn-out Contingent Purchase
consideration consideration price adjustment Total
US$'000 US$'000 US$'000 US$'000
Cost
At 31 December 2024 - - - -
Recognition 2,500 1,265 20 3,785
Unwinding 154 94 - 248
Fair value movement on consideration (1,173) (862) - (2,035)
-------------- --------------- --------------- ----------------
At 31 December 2025 1,481 497 20 1,998
-------------- --------------- --------------- ----------------
The earn-out and contingent considerations are recognised at fair value at the
acquisition date and subsequently remeasured at each reporting date, with any
changes in fair value recognised in the consolidated statement of income.
The fair value movement recognised in the period reflects changes in the
Group's estimates of the future amounts payable, together with the unwinding
of discounting applied to deferred amounts. The principal drivers of the
movement include:
- Actual performance of the acquiree relative to the earn-out
consideration targets, resulting in a revision to the estimated earn-out
payment;
- updated forecasts of the specific partner contract relative to
the contingent consideration targets, resulting in a revision to the estimated
contingent consideration payment and the initial retention held; and
- the passage of time, including the unwinding of the discount
applied to earn-out consideration.
Where revised expectations indicate lower future payments than previously
estimated, this results in a corresponding gain recognised within the
consolidated statement of income. The movement recognised in the period is
non-cash in nature and reflects the reassessment of estimates rather than
amounts settled during the year.
AUDIOBOOM GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
23. FINANCIAL INSTRUMENTS
Capital risk management
The Group manages its capital to ensure that entities in the Group will be
able to meet their financial obligations as they arise while maximising the
return to stakeholders. The capital structure of the Group consists of cash
and cash equivalents and equity attributable to equity holders of the parent,
comprising issued capital, reserves and retained earnings as disclosed in the
consolidated statement of changes in equity. As at the period end, the Group
did not have any external borrowings and was not subject to externally imposed
capital requirements. On 14 April 2022, the Company secured a £1.5 million
overdraft with HSBC and this was extended to £2.5 million on 29 November
2024.
Categories of financial instruments
2025 2024
US$'000 US$'000
Loans & receivables
Trade and other receivables 20,257 16,594
Cash and cash equivalents 4,219 3,858
Financial liabilities at amortised cost
Trade and other payables 16,793 13,245
======== ========
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 2025
23. FINANCIAL INSTRUMENTS
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 12 for more
detail on the trade receivables collection period.
The ageing of trade receivables (US$'000s) as at 31 December 2025 was:
Current Over 30 days Over 60 days 90 days + Total
US$8,526 US$6,406 US$3,281 US$1,954 US$20,167
42% 32% 16% 10%
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 14 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.
24. POST BALANCE SHEET EVENTS
There are no post balance sheet events as at the date of this report.
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