2020
Audioboom Group plc
Annual Report & Financial Statements
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Audioboom Group plc
Overview
Audioboom Group plc (“Audioboom”) is a global leader in podcasting - our shows are downloaded
more than 85 million times each month by 25 million unique listeners around the world. Audioboom
is ranked as the 5th largest podcast publisher in the US by Triton Digital.
Audioboom's ad-tech and monetisation platform underpins a scalable content business that provides
commercial services for a premium network of 250 top tier podcasts, with key partners including
'Casefile True Crime' (US), 'Morbid' (US), 'True Crime Obsessed' (US), 'The Morning Toast' (US), 'No
Such Thing As A Fish' (UK) and 'The Cycling Podcast' (UK).
The Audioboom Originals Network is a slate of content developed and produced by Audioboom
including 'Baby Mamas No Dramas', 'Covert', 'It's Happening with Snooki & Joey', 'Mafia', 'Huddled
Masses' and 'What Makes A Killer'.
Audioboom operates internationally, with operations and global partnerships across North America,
Europe, Asia and Australia. The platform allows content to be distributed via Apple Podcasts, Spotify,
Pandora, Amazon Music, Deezer, Google Podcasts, iHeartRadio, RadioPublic, Saavn, Stitcher,
Facebook and Twitter as well as a partner's own websites and mobile apps.
For more information, visit audioboom.com.
Contents
Strategic Report
Chairman’s Statement
Chief Executive Officer’s Review
Principal Risks and Uncertainties
Governance
Board of Directors
Directors’ Report
Corporate Governance Report
Remuneration Committee Report
Audit Committee Report
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29
Financial Statements
Independent Auditor’s Report
Consolidated Statement of
Comprehensive Income
Consolidated Statement of
Financial Position
Consolidated Cash Flow Statement
Consolidated Statement of
Changes in Equity
Notes
Notice of AGM
Notice of AGM
Explanatory Information
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Audioboom Group plc
Directors, Advisers and Officers
Company registration number:
85292
Registered office:
Directors:
Company secretary:
Nominated adviser and broker:
Solicitors:
Registrar:
Auditor:
PO Box 264
Forum 4
Grenville Street
St Helier
Jersey JE4 8TQ
Michael Tobin OBE (Non-executive Chairman)
Stuart Last (Chief Executive Officer)
Brad Clarke (Chief Financial Officer)
Roger Maddock (Non-executive Director)
Steven Smith (Non-executive Director)
AST Secretaries Limited
Allenby Capital Limited
5 St Helen’s Place
London EC3A 6AB
Fladgate LLP
16 Great Queen Street
London WC2B 5DG
Link Registrars (Jersey) Limited
12 Castle Street
St Helier
Jersey JE2 3RT
Haysmacintyre LLP
10 Queen Street Place
London EC4R 1AG
Annual Report & Financial Statements 2020
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Audioboom Group plc
Highlights
For the year ended 31 December 2020
Financial and operating highlights
• 2020 revenue of US$26.8 million, up 20% on 2019 (US$22.3 million). Year-on-year growth outpaced the predicted wider
industry average growth by 93%(1)
• Adjusted EBITDA(2) loss of US$1.7 million represents an improvement of 42% on 2019 (US$3.0 million loss)
• Brand advertiser count of 311 as at 31 December 2020, up 11% on December 2019 (280)
• Global revenue per 1,000 downloads (eCPM) for December 2020 increased to US$38.99, up 32% (December 2019:
US$29.60)
• Continued strong improvement in performance related to our ad technology, with revenue from our automated ad network
in 2020 of US$2.5 million, up 258% on 2019 (US$0.7 million)
• Access to capital of US$6.6 million as at 31 December 2020, representing Group cash of US$3.3 million and US$3.3 million
of the SPV loan facility remaining undrawn. US$0.7 million of the previously drawn non-revolving SPV loan was repaid to
SPV Investments Limited in November 2020
1)
eMarketer’s August 2020 Podcast Advertising Revenue Report states that US podcast advertising revenue was expected to grow by 10.4% in 2020 relative
to 2019
2)
Earnings before interest, tax, depreciation, amortisation, share based payments, non-cash foreign exchange movements and material one-off items
Key commercial developments
• Continued expansion of the Audioboom Originals Network with the launch of Raising A Pro, Crime Weekly (a co-production
with Main Event Media) and RELAX! with Colleen Ballinger and Erik Stocklin
• Enhanced our premium sales network through new commercial partnerships with leading podcasts including The Fantasy
Footballers, Strange & Unexplained, Hoot and a Half, That Gaby Roslin Podcast, Meditation Minis, and Team Never Quit
• Entered or renewed several strategic partnerships focused on enhancing distribution, data and monetisation. With the
impact of Covid-19, these partnerships became even more important in bolstering Audioboom’s operations and maximising
resilience to the global pandemic
Post year end highlights
• Extended co-production and commercial partnership with Formula 1 until 2023. Audioboom will produce the F1: Beyond
The Grid and F1 Nation podcasts, and provide exclusive advertising sales services
• Climbed to 5th largest US podcast publisher, and retained position as largest international podcast publisher in Australia,
in January 2021’s Triton Digital Podcast Report
• Strong start to 2021 having already signed advertising bookings representing over 80% of the current market forecast for
2021 Group revenue – further details will be provided in Q1 trading update which is expected to be released on 14 April
2021
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STRATEGIC REPORT
Chairman’s Statement
I am pleased to present this Chairman’s Statement which
reflects upon a particularly strong performance in 2020 and
a very promising start to 2021, and looks forward to a bright
future for your Company.
Against the inescapable backdrop of Covid-19, the Company
proved the strength of its business model with a robust
response to the global pandemic resulting in impressive
growth in all KPIs, a material increase in revenue, a
substantially reduced EBITDA loss, and market expectations
exceeded for the second year in succession.
It is testament to the efforts of the management team and all
staff that growth in the year once again outpaced – almost
doubling - that of the wider podcasting industry (which itself
continues to expand materially), leading to increased market
share and further cementing the Company’s position as one
of the world’s largest independent podcast companies in an
industry that is rapidly maturing into mainstream media.
In his CEO Review, Stuart Last provides further detail around
the Company’s strategy and focus, component parts of the
business, operational and financial performance, the strong
start to 2021 and the outlook for the future.
I was pleased, personally, to be able to further support the
Company, along with Candy Ventures sarl (our largest
shareholder) and via SPV Investments Limited, through the
provision of a US$4 million loan facility early last year. In the
circumstances, only US$0.7 million was required to be drawn
down and has since been repaid, and the balance remains
available should it be required until the expiry of the facility
in February 2022. In addition, following the conclusion of the
formal sales process in October, the Company secured a
further £3.15 million in equity growth funding at a significant
premium to the then prevailing share price following an
approach by a new investor. The funding and available
facilities have enabled, and will continue to allow, the
Company to acquire and retain high revenue producing,
established podcasts and talent, and to develop the Group’s
higher margin Audioboom Originals Network, all of which will
further drive performance. Not only does this access to capital
provide the headroom to fund Audioboom through to
sustainable positive cash flow generation, the Board is
increasingly confident, in light of the strong start to the year,
that it will reach that position during 2021 with expectations
for positive EBITDA for the year as a whole. At this point the
Company will have successfully taken control of its own
destiny.
I would like to take this opportunity to thank the entire
Audioboom team for their continuing professionalism and
commitment, and also to thank our shareholders and partners
for their loyalty and vision in supporting Audioboom as it
continues to grow.
Michael Tobin OBE
Chairman
17 March 2021
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STRATEGIC REPORT
Chief Executive Officer’s Review
Introduction
I am pleased to provide this report with the business in such
a strong position as our growth in 2020 once again outpaced
that of the wider podcast industry. In the year under review,
we enhanced our position as one of the biggest independent
podcast companies in the world, delivered record revenue and
EBITDA performance and profitability is now in sight.
The business has delivered this growth despite the challenges
we faced in 2020. Covid-19 disrupted global media, impacting
audience habits, advertising budgets and production
operations throughout the year, but our resilience and
continued growth in the face of the pandemic is testament to
the strength of our business model, operations and the wider
industry.
We have expanded our global operations through strategic
regional partnerships, seen impressive growth in revenue from
our advertising tech, and launched creatively impactful
Audioboom Original programming. Most importantly, our
combination of content, monetisation and technology is
unique amongst our peers and is the driving force behind our
growth.
The momentum we regained in the second half of last year
has continued into 2021, and the traditional seasonal drop-
off in Q1 advertising demand has not materialised. We are
sharply focused on taking the Company to a position of
positive EBITDA this year and have made a very strong start
towards achieving that objective. I am pleased to offer an
update on 2021 performance later in this report, as a
transformative year for Audioboom begins to take shape.
Strategy
Between 2014 and 2018 Audioboom created a scalable
technology and monetisation platform for podcasting. The
platform includes: a hosting and distribution content
management system; dynamic ad insertion advertising tech;
bespoke
inventory
management systems; an analytics toolset; and a premium
advertising sales unit.
Salesforce-based
revenue
and
The Audioboom platform is fully scalable. In 2020 it controlled
more than 9,000 podcast channels, delivering more than 85
million downloads each month to more than 25 million unique
users. The scalability of the platform will drive the expansion
04 Annual Report & Financial Statements 2020
of these numbers without any material investment into
technology being required in the near term.
Audioboom’s growth strategy is clear - scale monetisable
content on top of this platform. Over the past 18 months our
team has embraced this strategy and have executed it
successfully, leading to continued upward revenue and KPI
trends. All near term investment will be used to expand our
content footprint.
Scaling content on to our platform is achieved in three ways;
acquiring content, creating content and accessing content.
1. Content Acquisition. Audioboom develops commercial
partnerships with existing independent podcast talent and
content networks, where we provide a full slate of
professional services,
including exclusive advertising
representation in our core US and UK markets. Opportunity
for accelerated content acquisition comes via the Company’s
strong working relationships with the major Hollywood talent
agencies, including UTA, WME and CAA. Content acquisition
of high-quality Tier One podcasts (which may involve payment
of advances or minimum guarantees) delivers fast revenue
growth for the Company, through the sale of high-value, high-
engagement, embedded host endorsement advertising and
increasingly a second window of monetisation through ad
tech and dynamic ad insertion.
2. Content Creation. Audioboom’s production and creative
arm develops original content through the Audioboom
Originals Network, and provides production services for major
media and entertainment brands like Formula 1. Audience and
sales-trend data from our wider business informs our show
development strategy, with insights into key growth genres
and strong sales verticals. Content creation requires up-front
investment through content production costs, facilities and
audience acquisition spend, but creates strong revenue
growth at a higher gross margin, as well as further revenue
potential through IP opportunities, including television
adaptation, touring and merchandise sales.
3. Content Access. The Sonic Influencer Marketing platform
enables brands to connect with audiences across the entire
professional-level podcasting landscape. Sonic utilises top-tier
talent both within the Audioboom network and at all major
podcast networks globally, to deliver premium host
endorsement advertising campaigns to engaged audiences on
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STRATEGIC REPORT
behalf of their clients. Sonic Influencer Marketing provides
fast revenue growth to the Group, albeit with a lower gross
margin than Content Acquisition and Content Creation.
Accelerated Revenue Growth
While we are focused on achieving a positive EBITDA position
in 2021 through revenue growth and cost control, we have
also identified three key areas for investment once we reach
self-sustainability. This investment will build on our content
growth plans and provide accelerated revenue generation to
the Company:
Ad Tech Monetisation
Audioboom is a market leader in the sale of premium, high
value podcast advertising in which ad spots take the form of
host endorsements and are embedded into each episode
during the recording or editing process. CPMs for these
premium units range from US$20 to US$50, but this model
does not utilise our ad-tech for delivery.
Our Dynamic Ad Insertion (DAI) capabilities, whereby ad spots
are served to the listener at the point of download or
playback, have thus far been focused on monetising the long-
tail of podcast channels, relying on low-value programmatic
advertising at CPMs between US$5 and US$12.
We have identified an opportunity to develop a new second
window sales model, which sits between the premium and the
programmatic. In this model, embedded advertising is
removed from an episode after 90 days and is replaced by
new ads through DAI. More than 40% of Audioboom’s
downloads are from back catalogue content older than 90
days, with the potential to create more than 100 million new
available advertising impressions per month. Direct sales
utilising this approach yield CPMs ranging from US$10 to
US$25.
We began exploring this model in 2020 with monetisation
from our ad tech growing 258% across the year. We will focus
on new international sales partnerships, ad technology
development, audience data access and growth of sales
relationships to develop this offering further and deliver
increased value to our podcast partners.
UK Production Arm
Since launching in 2018, Audioboom’s production arm has
been focused on producing content for US-based audiences
through its studio complex in New York City. The nascent
nature of the UK podcast advertising market has, until
recently, carried too much risk for investing in content
creation and audience acquisition. However, we believe the
market and sales model is now of a size and strength to
support investment in original content.
Furthermore, Audioboom has a unique capability to utilise
audience and sales data from its wider business to develop
podcasts with strong audience engagement. The UK podcast
market is uncrowded in comparison to the US, making
discovery less challenging and audience acquisition through
paid marketing more efficient.
There is a gap in the UK market for a leading end-to-end
commercial podcast publisher - Audioboom will take
advantage of this opportunity through the creation of a new
production unit.
Subscription Platform Growth
Audioboom’s subscription platform, in which hobbyist and
enthusiast-level podcasters pay US$10 or US$20 per month
to utilise our professional hosting platform and toolset,
provides significant upside revenue opportunity.
Currently, more than 100,000 new podcasts are launched
every month globally, and each podcast needs a hosting
platform in order to publish content to listening apps. To date,
Audioboom’s subscriber growth has been fully organic with
no paid marketing or investment in user acquisition.
Gross margins for our subscription platform are greater than
90%, and the lifetime value of a user is above US$250. We
believe there is strong potential to grow our subscription
revenue through targeted paid marketing.
Overview of the Market
The launch of Triton Digital’s Podcast Reports in 2020,
alongside Podtrac’s Podcast Ranker, highlighted the strong
market position Audioboom has established:
• In May 2020 Audioboom entered Triton’s report as the 6th
largest podcast publisher in the US, a position we
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Chief Executive Officer’s Review
(continued)
maintained across the year before rising to 5th position in
the January 2021 report
• Audioboom consistently
largest
international podcast publisher in Triton’s Australian
Podcast Ranker report throughout the year
ranked as
the
• Audioboom would rank as the 4th largest podcast
publisher on a Global Downloads basis if the Company
took part in Podtrac’s industry ranker
Audioboom has also continued to outpace the wider podcast
industry’s rate of expansion. The Interactive Advertising
Bureau initially projected US market growth in 2020 of 29.6%,
however this was downgraded in an eMarketer’s study as a
result of Covid-19 to 10.4%. Audioboom expanded at almost
twice the rate of the industry, growing in 2020 by 20.2%.
Audioboom has outperformed the wider industry’s growth in
each of the past three years. Since 2017 Audioboom has
grown 80% faster than the wider market. Our compound
annual growth rate during this time is 63.9% versus 35.7% for
the industry.
Continued outperformance of the industry would see
Audioboom’s market position and standings in the Triton
Digital and Podtrac rankers improve further, cementing our
place as a global leader in podcasting.
The podcast industry is expected to rebound quickly from
Covid-19. eMarketer’s revenue study projects market growth
in 2021 of 45%. This growth will be chiefly driven by the
increase in consumption of podcast content in the US as
highlighted in the most recent Edison Research Infinite Dial
study, with key audience data points including:
• A 17% yearly increase in the number of US adults who
listen to podcasts each week
• A 14% increase in the average number of episodes
consumed by podcast listeners each week
Audioboom is well placed to take maximum advantage of
industry tailwinds.
2020 saw further consolidation across the industry, with
notable M&A activity including:
• Spotify’s acquisition of The Ringer and Megaphone
• Sirius XM’s acquisition of Stitcher
• iHeartMedia’s acquisitions of Voxnest and Triton Digital in
2021
06 Annual Report & Financial Statements 2020
• Amazon’s acquisition of Wondery
Acquisition strategy has been centred on the combination of
technology, content production and monetisation. These are
elements which we have already built into the Audioboom
business and which we are currently using to scale growth.
Operational Review
I am pleased to report a strong year of monetisation and
operational progress across all areas of the business.
KPIs
Our three Key Performance Indicators are drivers of growth
in our most important income stream – premium advertising
sales:
1. Brand advertiser count of 311 as at 31 December 2020, up
11% on 31 December 2019 (280)
Brand advertiser count measures Audioboom’s active
customers. Key drivers of this KPI growth include: addition of
new content genres to widen brand appeal; overall market
growth and expansion of brands advertising in podcasts;
optimal campaign performance with agency campaigns
resulting in new agency clients being added.
2. Revenue per 1,000 downloads (eCPM) for December 2020
increased 32% to US$38.99 (December 2019: US$29.60)
e-CPM is a measure of the value we extract from every 1,000
downloads on the platform, and how we optimise the supply
of available advertising inventory. Growth drivers for this KPI
include: increasing fill rates; increasing ad rates; developing a
second-window revenue model to monetise back-catalogue
content.
3. Total available premium advertising impressions for the
12 months to 31 December 2020 up 2% to 1,674 million
(1,644 million to 31 December 2019)
Total available premium advertising impressions measures the
growth in supply of live read or host endorsement inventory.
In January 2020 Audioboom adopted version 2 of the IAB’s
Podcast Measurement Standard, which placed stronger filtering
and restrictions on download counting. The new measurement
methodology reduced our count of premium advertising
impressions by approximately 30%, therefore minimising
perceived growth in this KPI between 2019 and 2020.
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STRATEGIC REPORT
For 2021, we will replace the Premium Advertising
Impressions KPI with a Global Downloads metric. This new
data point is an industry standard metric, enables more
accurate comparisons to be drawn with other podcast
networks, is measured using the Interactive Advertising
Bureau’s Podcast Measurement Standard V2, and is verified
by Triton Digital - a leader in audio measurement.
Content Acquisition
Audioboom’s publisher network saw strong growth in 2020,
as we delivered significant value to our independent podcast
partners through our premium sales model, and - materially
for the first time - through our advertising technology.
We brought new leading independent publishers to the
Audioboom network, with opportunities to create commercial
partnerships with Tier One podcasters increasing over
previous years as a result of our continued work to develop
relationships with talent agencies, management groups and
creator networks.
Key new podcast partnerships formed in 2020 and post-
period end included The Fantasy Footballers, Tiny Meat Gang,
Mile Higher, Rotten Mango and Coffee Convos.
Audioboom’s premium-first sales strategy, in which we focus
on high-engagement, high-CPM, host endorsed ads that are
embedded into the content for 90 days followed by a second
monetisation window utilising ad-tech, has enabled us to
optimise revenue generation for our partners. Combined with
best-in-class client services via our US and UK content teams,
we have a strong record of partnership renewals that was
seen again in 2020.
Key podcast partnership renewals in 2020 and post-period
end included Casefile True Crime, Morbid: A True Crime Podcast,
The Morning Toast, No Such Thing As A Fish and The Duncan
Trussell Family Hour. As Audioboom deepens its relationships
with partners, we extend the length of renewals, currently
averaging between 24 and 36 months on top performing
shows.
Our premium network includes around 200 shows, but in the
wider publisher network more than 8,500 shows utilise the
Audioboom platform for technology or non-premium
monetisation. 4,000 podcasts use Audioboom’s technology
toolset through our subscription platform, paying us US$10
or US$20 per month for access. Revenue from this content
group accounted for 2% of Group revenue in 2020, but has
been identified as an area of future growth through targeted
paid marketing.
Sales against the long-tail and archive content on our network
was a key driver of our strong ad-tech revenue growth, which
delivered US$2.5 million in 2020, up 258% on 2019 (US$0.7
million). We expect continued significant future growth of this
area as we build new sales channels and partnerships through
our ad technology.
Content Creation
During 2020 we expanded our production arm with the
launch of eight new Audioboom Originals, developed and
produced by our in-house creative team. We also extended
our production services offering, in which we are engaged to
produce content on behalf of talent or brands.
Production plans were disrupted by Covid-19 during the
second quarter of the year, with a number of launches delayed
until the advertising environment had rebounded enough to
in
ensure effective monetisation. Additionally, shows
development experienced delays as our production unit
adapted to the challenges of remote recording caused by the
pandemic.
Despite these challenges our production business delivered
a strong year, growing revenue by 57% to US$1.1 million
(2019 US$0.7 million). Shows produced by Audioboom were
downloaded 34 million times during the year.
New Audioboom Originals launched in 2020 included: Raising
A Pro, Huddled Masses, Baby Mamas No Dramas, Crime Weekly,
Truth Vs Hollywood, For All Moms, Here’s The Sitch and Because
Mom Said So.
Monetisation of our premium publisher network accounted
for 66% of the Group’s 2020 revenue and on an absolute
basis is expected to continue to grow significantly in 2021.
Mafia, What Makes A Killer, Never Thought I’d Say This and An
Hour Or So With Sue Perkins all returned for successful new
seasons, while It’s Happening, Blank Check and The 45th
continued to deliver weekly episodes.
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Chief Executive Officer’s Review
(continued)
As well as the Audioboom Originals Network, our production
arm produces a number of podcasts for brands and publishers.
Our flagship production project with Formula 1 was extended
earlier this year until 2023, with Audioboom’s role expanding
to the production of F1 Nation in addition to the globally
successful F1: Beyond The Grid.
Investment into Audioboom’s production arm is a key part of
our accelerated growth strategy, with a goal of delivering 15%
of Group revenue by 2024.
Content Access
In its second full year of operation, Sonic Influencer Marketing,
our platform that enables brands to purchase advertising
inventory across the entire podcast landscape, reinforced its
strategic role within the Group and once again contributed
materially to our growth.
More than 30 brands utilised the service, with key clients
including Article, Outerknown and Instacart all increasing their
marketing budgets due to the success of campaigns executed
through Sonic.
To support the growth of Sonic we focused on the
development of a bespoke Salesforce inventory management
platform that will enable the business to scale and provide
new levels of intelligence around audiences, pricing and
campaign performance. The platform launched in early 2021
and is now powering Sonic’s booking and campaign execution
process.
Sonic has experienced a strong start to 2021, with four new
clients joining the platform during Q1 including Keeps - a
major podcast advertiser over recent years - highlighting the
industry’s recognition of Sonic Influencer Marketing as an
emerging leader in the space.
Key commercial and strategic partnerships
Audioboom’s strategic partnerships are focused on enhancing
distribution, data and monetisation. During 2020, with the
impact of Covid-19, these partnerships became even more
important in bolstering our operations, ensuring we were fit
for business and maximising our resilience to the global
pandemic.
Australian Radio Network (ARN)
Audioboom engaged ARN as our exclusive advertising sales
partner in Australia in 2020 as we stepped up efforts to
monetise our content outside our core US and UK markets.
Australia is our third largest market for downloads and
Audioboom is the largest international publisher in the
country. Until 2020 revenue derived from Australian
consumption was minimal, but our partnership with ARN
presents significant upside opportunity with no additional
investment needed. We expect significant growth in
Australian revenue in 2021 as a result of the partnership.
Rogers Media
Canada is Audioboom’s fourth largest market for downloads,
and our partnership with Rogers Media is focused on building
revenue from that consumption. Similar to our work in
Australia, this expansion requires no additional investment
from Audioboom as Rogers Media will provide exclusive
advertising sales representation in the region.
Triton Digital
Our partnership with Triton Digital provides the Company
with verifiable consumption data, a ranking service that
highlights our industry leadership position to advertising
agencies and brands, and access to a programmatic
marketplace that bolsters our monetisation efforts. Post-
period, Audioboom and Triton Digital have renewed the
partnership for a further two years.
Podsights
Audioboom utilises the Podsights attribution toolset to
identify the true reach and performance of our advertising
campaigns, allowing us to deliver enhanced value to our brand
advertisers. Podsights enables our brand partners to directly
link product sales across a family of IP addresses to an
individual advertising campaign, thus proving the value of
podcasting as a medium, and the strength of Audioboom’s
ability to deliver campaigns impactfully to an audience.
Nielsen
Audioboom renewed a data partnership with Nielsen during
2020, further utilising their Podcast Listener Buying Power
Service to add qualitative audience information to our dataset.
This rich audience profiling tool enables the Company to
explore new sales opportunities, and creates stronger
engagements between our brand advertisers and listeners.
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STRATEGIC REPORT
Amazon Music and Pandora
Early
in 2020 Audioboom signed new distribution
partnerships with two major audio platforms - Amazon Music
and Pandora. Through these partnerships the entire roster of
Audioboom podcasts were made available to the 146 million
monthly active users across Amazon Music and Pandora. The
Company continues to explore opportunities to ensure our
podcasts can be heard by the maximum number of
consumers.
Voxnest
Our partnership with ad-tech and data platform Voxnest
began in September 2019 and expanded across 2020 to
deliver increased levels of analytics, audience insight, ad
campaign management tools and programmatic monetisation.
This partnership is at the core of our second window content
monetisation strategy and programmatic revenue expansion.
Financial Review
In 2020, the Company recorded revenue growth that almost
doubled the expected wider podcast industry growth, it
proved its resilience to a global pandemic and in Q4 recorded
its highest revenue quarter to date. The Company continued
to build on its strong operation and financial foundations and
did so with an average headcount of 37 staff, making it an
extremely efficient and focused organisation.
Revenue increased by 20% to US$26.8 million for 2020 from
US$22.3 million in 2019. In 2020, 94% of Group revenue was
generated in the United States, which is the largest and most
developed market for podcasting, up from 90% in 2019 due
to the continued growth in that territory as well as the second
full year of trading at Sonic Influencer Marketing.
Gross margin increased slightly to 23% in 2020 (2019: 22%)
and Audioboom continues to have a mix of revenue streams,
contributing different gross margins. Direct revenue, where
advertising is placed on third party podcasts via the
Audioboom sales teams, yielded a 22% gross margin in 2020.
The Audioboom Originals Network contributed a 40% gross
margin in 2020 and, due to the higher associated gross
margin, is a key area of focus going forward for the Company.
Sonic Influencer Marketing typically contributes a gross
margin of between 12% and 15% and therefore, despite the
growth of this business, it does impact the overall Group gross
margin.
The Company continued to control overheads and we have
aligned staff globally to ensure that every employee
contributes to the growth of the business. We continue to
monitor the cost base closely and align it to the Company’s
operational demands and this will continue into 2021 as we
increase focus on areas that we believe can drive further
revenue growth, in the Audioboom Originals Network,
subscription revenue and further ad network monetisation.
The Company’s overall trading for the period, as measured by
adjusted EBITDA (earnings before interest, tax, depreciation,
amortisation, share based payments, non-cash foreign
exchange movements and before exceptional items) recorded
an improvement of 42% to a loss of US$1.7 million from a
US$3.0 million in 2019.
The total comprehensive loss for the year demonstrated a
57% improvement to a US$3.1 million loss from a US$7.1
million loss in 2019. The cash outflow from operating
activities fell to US$3.3 million from US$5.2 million in 2019,
a 37% reduction.
The improvements in the working capital cycle that the
Company has recognised over the last two years have been
achieved via continued good debtor collection while also
reducing average payable days. The implementation of the
bespoke podcast advertising booking system in 2018,
continued improved cash collection and sustained revenue
growth has led to 2020 debtor days of 87 being in line with
the 86 reported in 2019. It should be noted that a record
revenue quarter in Q4 of US$8.5 million contributed to the
year-end debtor day total being above the 58 days that was
recorded at the half year. Average payable days reduced from
72 days in 2019 to 65 days in 2020.
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During the period, the Company raised a total of £3.15 million
(before expenses) from the issue of ordinary shares to a new
investor, One Nine Two Pte Limited. The Company will use
these funds to continue to invest in generating organic
growth.
On 17 June 2019, the Company agreed a content funding
facility with SPV Investments Limited (“SPV”), a special
purpose vehicle established by Michael Tobin, the Company’s
Chairman, and Candy Ventures sarl, the Company’s largest
shareholder, pursuant to which SPV provides minimum
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Audioboom Group plc
STRATEGIC REPORT
Chief Executive Officer’s Review
(continued)
strong impact, hitting number one on the Apple podcast chart
in January 2021. Due for release on 1 April is our boldest
Audioboom Original to date - Dark Air, a 14 episode serial
written by and starring Rainn Wilson from The Office (US).
Sonic Influencer Marketing has already accessed inventory in
more than 150 top tier podcasts outside the Audioboom
network for its brand clients this year, including at Pod Save
America, The Sarah Silverman Podcast, Crime Junkie, and Conan
O’Brien Needs A Friend.
We have also strengthened our premium sales network
through the renewal of key shows (Astonishing Legends, Two
Girls One Ghost), and new commercial partnerships
(The Fantasy Footballers, Strange & Unexplained, That Gaby
Roslin Podcast, Meditation Minis and Team Never Quit).
I am delighted with the start we have made towards our 2021
goals, and I am looking forward to updating you on further
progress in our Q1 trading update in April.
Stuart Last
Chief Executive Officer
17 March 2021
revenue guarantees to certain leading content partners of the
Company. To date, three leading podcasts have been retained
via the SPV guarantee facility, in June 2019, January 2020
and December 2020. As at 31 December 2020, US$1.1
million of the SPV content funding facility was available
(increasing to US$1.7 million as at the date of this report).
On 7 February 2020, the Company announced that it had
entered into a two year US$4 million secured loan facility
arrangement (the “Facility”) with SPV. To date, US$0.7 million
of the Facility has been drawn down, and subsequently repaid
in November 2020. As at 31 December 2020, and as at the
date of this report, US$3.3 million of the Facility remains
undrawn and the Company has no debt. Net cash at the
period end was US$3.3 million (31 December 2019: US$2.0
million).
The financial results shown above illustrate that the drive to
increase revenues whilst maintaining strong cost management
is working and should deliver significant shareholder value as
the Company continues its journey towards sustainable
positive EBITDA.
Trading Update and Outlook
2021 is set to be a breakthrough year for Audioboom as we
move the business towards the milestone of a positive
EBITDA position. Proving we have created a self-sustainable
business model should provide confidence to shareholders in
our ability to deliver long-term value.
I am pleased to provide an update on our recent progress,
highlighting an impressive start to the year, with the Company
already signing advertising bookings representing more than
80% of the current market expectations as to revenue for the
full year.
Additionally, in the first quarter of 2021, we have added
significant scale through our content-focused growth strategy,
recognised in Triton Digital’s January 2021 Podcast Report
where Audioboom moved up to 5th position on their ranker
of the largest podcast publishers in the US. This additional
scale will support the continuation of our positive revenue
growth across the year.
RELAX! With Colleen Ballinger and Erik Stocklin - our first
Audioboom Original launch this year - has already made a
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Audioboom Group plc
STRATEGIC REPORT
Principal Risks and Uncertainties
The Board and management regularly review and monitor the key risks involved in running and operating the business. The future
success of the Group is dependent on the Board’s ability to implement its strategy. The model for the future development of the
Group is reliant on its ability to achieve and maintain a critical mass of quality content providers and its ability to derive advertising
revenue from agencies and users of advertising who want to access the audience for Audioboom’s services. The table below sets
out a number of the material risks together with relevant mitigating factors:
Risk
Description
Mitigation
Liquidity risk
Whilst the Group’s underlying financial
performance continues to improve, until the Group
reaches a sustained positive cash generative
position, the funding of its operations and
overheads, together with future growth and
expansion, all place demand on the Group’s overall
cash resources.
Management monitors the Group’s financial
performance closely with a strong focus on cash
control.
During the period, the Company secured
US$4 million of loan funding from the Company’s
Chairman and its largest shareholder, together with
an equity subscription of £3.15 million. Forecasts
have been prepared on a base case basis and these
funds are expected to fund the Group through to
forecast sustainable positive cash generation on a
monthly basis.
Cash flow modelling, sensitivity testing and business
contingency planning have all been completed to
make this assessment, and will be kept under review.
Retention/
attraction of
key staff
Continued growth
in content
partners
The Group is highly dependent on key members of
the management team. Their services cannot be
guaranteed and the loss of their services may have
a material adverse effect on the Group’s
performance. There can be no assurance that the
Group will be able to attract and retain all personnel
necessary for the future development and
operation of the business.
The Board will continue to ensure that the
management team are appropriately incentivised
and that there is scope to appropriately incentivise
new key personnel where required. Audioboom
operates a share option scheme which enables
employees to become defacto owners of the
business and to benefit from continued growth in
the Company.
Success of the Group’s strategy relies heavily on the
on-going process of securing global third party
quality content partners to the platform.
Professionalisation of the industry means that an
increasing amount of podcast content is now being
created by major broadcasters, radio groups and
media companies – thus reducing the number of
successful new independent entrants in the space.
There are also an increasing number of competitor
networks offering advertising sales services – all
vying to create exclusive partnerships with the top
independent shows. There can be no assurance
that the Group will maintain its success in this area.
As the industry professionalises, an increasing amount
of new business with top tier podcasts comes via
talent agencies and management companies.
Audioboom invests time and resource to develop and
maintain strong working relationships with these
groups to ensure we remain part of inbound
opportunity. Top tier podcasts may require minimum
guarantees against annual revenue potential and
recoupable advance signing on fees, in addition to
promotional and development budgets. These
incentives are appropriately modelled to ensure that
only profitable partners are offered such terms.
Audioboom is increasingly investing in its “owned and
operated” content division, where podcasts are
developed and produced by its in-house production
team. This allows the Company to control production
schedules and negates the risk of losing independent
podcasts to other networks.
Annual Report & Financial Statements 2020
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Audioboom Group plc
STRATEGIC REPORT
Principal Risks and Uncertainties
(continued)
Risk
Description
Mitigation
Ability to
monetise the
advertising
opportunity
Technology
IT infrastructure
Content
Success of the Group’s strategy relies heavily on its
ability to monetise advertising opportunities. The
ability to generate advertising revenue from social
and digital media sites is now well established as
major companies operating in this space have built
up revenues from advertisers who value access to
the user groups that are regular visitors to these
sites. There can be no assurance that the Group will
be successful in continuing to build these revenues
if it is exposed to greater competition or suffers
lower growth in listens on the platform as well as
other factors.
Technologies used by the Group may have a shorter
commercial life than anticipated due to the
invention or development of more successful
technology or applications by competitors who may
have greater financial, marketing, operational and
technological resources than the Group.
Audioboom’s platform is hosted externally by
Voxnest and Amazon. The Group cannot guarantee
that there will not be any disruption in the
availability or performance of the platform, or the
terms on which it is made available, which could
have a material adverse effect on the Group and its
business and prospects.
Audioboom provides a platform for third party
content. Some of the content may be unsuitable,
illegal or defamatory and as such there is a risk that
claims may be made against the Group.
Audioboom is a provider rather than a publisher
and as such should not be liable for content. If,
however, Audioboom is held to have published the
offending content, that could have a material
adverse effect on the Group.
Audioboom is aware that music licensing costs may
be incurred in the future in respect of music played
in podcasts on the platform.
On-going growth in quality content providers, which
in turn attracts greater numbers of listens, which in
turn attracts brands wanting to advertise on
podcasts. The Group has proven that the
monetisation of podcasts is a viable advertising
opportunity and it works with a growing number of
advertising agencies and direct with brands in the
UK and the US to continue to build revenues, as
well as advertising partnership agreements in
Australia and Canada
The Group strives to continually innovate in terms
of its technology, products and services and also
recognises opportunities to utilise third party
technology solutions when it does not have the
financial or staffing resource to innovate itself.
The Voxnest and Amazon cloud infrastructure and
distributed content system ensures that many
multiple copies of the entire Group’s web
architecture and growing content library are
distributed across multiple nodes of the content
distribution network. This ensures that if one node
were to fail, then the Group’s architecture and
content could still be accessed by users via other
nodes in the network.
‘Safeharbour’ regulations should mitigate the risk in
the case of Audioboom acting as provider and not
publisher. In cases where Audioboom may have
greater involvement in the publishing of content,
Audioboom will take reasonable steps around
editorial control of content. Audioboom’s terms and
conditions also give it unlimited rights to remove
content, remove content channels and block users
to ensure that it is able to maintain a controlled
environment for consumers to access appropriate
content.
An assumption in respect of potential music
licensing costs has been made within the Company’s
financial modelling/forecasts and the position will be
monitored.
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Audioboom Group plc
STRATEGIC REPORT
Risk
Description
Mitigation
Competitive
conflict
Sonic Influencer Marketing operates on the buy-
side of the advertising divide. As such there are
some conflicts with Audioboom which operates on
the sell-side. Podcast networks that are competitors
with Audioboom may take issue with sharing data
or creating partnerships with Sonic Influencer
Marketing for fear of data being shared internally or
helping a rival grow. This may impact Sonic
Influencer Marketing’s ability to grow.
The Group has developed a separate Customer
Relationship Management system for Sonic
Influencer Marketing so that no key data is shared
across the two businesses. Only a small, controlled
number of staff are able to access both sets of data.
The Strategic Report was approved by the Board of Directors on 17 March 2021 and was signed on its behalf by:
Stuart Last - Chief Executive Officer
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Audioboom Group plc
GOVERNANCE
Board of Directors
Background
and experience
Michael Tobin OBE
Non-executive Chairman
Stuart Last
Chief Executive Officer
Brad Clarke
Chief Financial Officer
Michael is a serial technology
entrepreneur and philanthropist.
As the former ‘maverick’ Chief
Executive Officer of Telecity
Group PLC (now Equinix Inc.),
the FTSE 250 data centre
operator, he grew the company
from a market capitalisation of
£6 million to £1.6 billion at the
time of his departure. After
stepping down from his role at
Telecity Group PLC in 2014,
Michael turned his attention to
supporting entrepreneurs,
businesses and leaders in the
digital and technology space. He
received The Order of the British
Empire from Her Majesty the
Queen for Services to the Digital
Economy in 2014.
Before joining Audioboom, Stuart
ran podcast operations at
Voxnest in New York City. He
previously held executive
positions at the BBC in London,
controlling digital strategy for
BBC Radio 2, the UK’s biggest
radio station and overseeing the
development of key brands at
BBC Radio 1, including the
world-renowned Live Lounge.
Stuart joined Audioboom in
2014 and, as Chief Operating
Officer, he launched the
business in the U.S, leading all
strategy, business development,
sales and marketing operations.
Brad is a Chartered Accountant,
having qualified with Grant
Thornton in 2009 and he has
extensive experience of working in
finance in the media industry
having previously worked at fellow
AIM listed company Brave Bison
Group plc, where he was Group
Finance Director. Brad previously
worked for News UK for over five
years progressing through roles in
Internal Audit, Group Reporting
and latterly being the Financial
Controller of the Handpicked
Collection.
Date of
appointment
Michael joined the Board and
became Chairman in September
2018.
Stuart was appointed CEO in
September 2019 and joined the
Board in December of that year.
Brad joined Audioboom in March
2018 and was appointed to the
Board in September 2018.
External
appointments
Michael serves on multiple
technology company boards
across four continents, including
Chairman of AIM listed BigBlu
Broadband plc.
None
None
None
None
Executive – non-independent
Executive – non-independent
Committee
memberships
Independence
Michael serves on the Audit
Committee and chairs the
Remuneration Committee.
Due to the Company having
granted warrants to Michael at
the time of his appointment, he
is not automatically considered
to be an independent Director.
Therefore, the Board has
reviewed his status and
considered whether this award
of warrants might be considered
to impact upon his
independence. Following this
review, and having considered all
relevant circumstances, including
his interest in SPV Investments
Limited, the Board consider that
Michael continues to exercise
independence as a Director.
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Audioboom Group plc
GOVERNANCE
Background
and experience
Roger Maddock
Non-executive Director
Steven Smith
Non-executive Director
Roger has worked in the finance
industry in Jersey since 1981,
specialising in fund
administration. He was a partner
in a local chartered accountancy
practice and a director of Worthy
Trust Company Limited until it
was sold to Allied Irish Banks (CI)
Limited in 1999 where he was a
director of that bank’s trust and
fund administration companies
until 2001. He was the
Managing Director of Equitilink
International Management
Limited and a director of several
of the underlying funds of the
group.
Steven qualified as a chartered
accountant at BDO and
subsequently as a chartered tax
adviser whilst at KPMG. He has
held a number of senior financial
positions at large public and
private businesses. Steven has
been a close adviser to the
Candy Brothers for 20 years and
currently runs Candy Ventures
sarl, Nick Candy’s private
investment fund based in
Luxembourg.
Date of
appointment
Roger joined the Board on the
Company’s incorporation
(originally as The Off-Plan Fund
Limited) in April 2003.
Steven joined the Board in
August 2016.
External
appointments
Roger holds a number of
directorships of private
investment companies.
Steven holds a number of
directorships, including Candy
Ventures sarl, a significant
shareholder in the Company.
Committee
memberships
Independence
Roger chairs the Audit
Committee and serves on the
Remuneration Committee.
Steven serves on the Audit
Committee and the
Remuneration Committee.
Due to his directorship of, and
shareholding in, Candy Ventures
sarl, Steven is not considered to
be an independent Director.
Due to his length of tenure, Roger
is not automatically considered to
be an independent Director.
Therefore, the Board has
reviewed his status and
considered the fact that the
strategy and shareholders of
Audioboom are materially
different following its 2014
reverse acquisition and that Roger
is sufficiently removed from the
day-to-day operations of the
Company to retain a critical and
independent view. Following this
review, the Board consider Roger
to continue to exercise
independence as a Director.
Annual Report & Financial Statements 2020
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Audioboom Group plc
GOVERNANCE
Directors’ Report
The Directors present their report together with the audited financial statements for the period ended 31 December 2020.
Strategic Report
Details of the Group’s strategy and business model during the period and the information that fulfils the requirements of the
strategic report can be found in the Strategic Report on pages 3 to 13. An indication of likely future developments in the
business of the Group, and details of research and development activities are included in the Strategic Report, which are
deemed to form part of this report by reference.
Corporate Governance Report
The Corporate Governance Report set out on pages 20 to 24 forms part of this report.
Results and dividends
The consolidated statement of comprehensive income for the period is set out on page 36. No dividend has been declared or
is proposed for the period (2019: nil).
Directors and their interests
The Directors who served during the period are set out below, together with their beneficial interests in the ordinary shares
of the Company. Biographical details are included on pages 14 and 15.
31 December 2020 31 December 2019
Ordinary Ordinary
shares of Share shares of
no par value options no par value
Share
options
Brad Clarke – 185,000 –
Stuart Last 4,172 250,000 4,172
Roger Maddock 343,4611 – 338,4611
Steven Smith2 4,764 – 4,764
Michael Tobin 290,820 –3 185,476
185,000
250,000
–
–
–3
1 includes an indirect interest in 40,000 shares held by The Preston Trust, a trust established for the benefit of the family of Roger Maddock
2 Steven Smith is a director and 10% shareholder of Candy Ventures sarl, which held 3,697,602 ordinary shares in the Company as at 31 December 2020. In
addition, Nick Candy, a director and 90% shareholder of Candy Ventures sarl, is the holder of 70,000 ordinary shares and 120,000 warrants to subscribe for
ordinary shares. In addition, at the period end, Candy Ventures sarl held 34,375 warrants to subscribe for ordinary shares in connection with the provision of
guarantees by SPV Investments Limited (see note 17 to the financial statements)
3 Michael Tobin holds 300,000 warrants to subscribe for ordinary shares which were granted on his appointment to the Board. In addition, at the period end,
Michael Tobin was interested in 34,375 warrants to subscribe for ordinary shares in connection with the provision of guarantees by SPV Investments Limited (see
note 17 to the financial statements)
Further details in respect of the share options and warrants held by Directors are set out in the Remuneration Committee
Report on pages 25 to 28.
Substantial shareholdings
At the date of this report, the Company was aware of the following interests in 3% or more of its issued voting share capital:
Shareholder % holding
Nick Candy1 14.47%
AAQUA BV 10.69%
One Nine Two Pte Ltd 8.93%
Herald Investment Management Limited 5.88%
Slovar Limited (controlled by Kingsley Duffy) 3.09%
1 including holdings via Candy Ventures sarl of which Nick Candy is a 90% shareholder
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Audioboom Group plc
GOVERNANCE
Employee involvement
Our employees are one of our most important stakeholder groups. The Group’s policy is to encourage involvement at all levels,
as it believes this is essential for the success of the business. Through an annual survey, employees are encouraged to present
their views and suggestions in respect of the Group’s performance and policies. The Board also seeks to deepen employee
engagement through the extensive reach of its share option scheme to all levels of staff.
Financial risk management objectives and policies
The Group’s financial instruments comprise cash, liquid resources and various items, such as trade receivables and trade
payables that arise directly from its operations. The main risks arising from the Group’s financial instruments are currency risk,
interest rate risk, credit risk and liquidity risk. The Directors review the policies for managing each of these risks on an on-
going basis and they are summarised in note 20 to the financial statements. These policies have remained unchanged from
previous periods.
Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Group will have sufficient
funds to continue in operational existence for the foreseeable future. The Group ended the year with access to US$6.6 million
of capital, being US$3.3 million of cash and US$3.3 million of the loan facility arrangement with SPV Investments Limited
announced in February 2020. The Board’s forecasts for the Group, including due consideration of the business forecasting
positive EBITDA in 2021, projected increase in revenues and decreasing cash-burn of the Group and taking account of
reasonable possible changes in trading performance including changes outside of expected trading performance, indicate that
the Group will have sufficient cash available to continue in operational existence for the next 12 months from the date of
approval of the financial statements and beyond. No additional funding is considered to be required and, 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 SPV Investments Limited. In addition,
management continue to assess any ongoing impact of Covid-19 on Group performance, albeit that the Group proved resilient
to the challenges posed by the pandemic in 2020. 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 the financial statements appropriate.
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Change of control
Whilst the Company’s typical terms of business do not include change of control provisions, a small number of material contracts
enable the counterparties to alter or terminate those arrangements in the event of a change of control of the Company.
The Group does not have any agreement with a Director or officer that would provide compensation for loss of office or
employment resulting from a takeover, except that provisions of the Group’s share plans and warrant instruments may cause
options and awards granted under such plans or instruments to vest on a takeover or other change of control.
Directors’ indemnity and insurance
Pursuant to the Company’s articles of association, the Company has granted an indemnity to its Directors and officers under
which the Company will indemnify them, subject to the relevant article, against all costs, charges, losses and liabilities incurred
by them in the performance of their duties. The Company has also arranged directors’ and officers’ liability insurance.
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Audioboom Group plc
GOVERNANCE
Directors’ Report
(continued)
Directors’ responsibility statement
The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare Group financial statements for each financial period.
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing the Group
financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with applicable IFRS as adopted by the EU; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will
continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s
transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure
that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the
assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in Jersey governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement as to disclosure of information to the auditor
The Directors who were in office on the date of approval of these financial statements have confirmed that, as far as they are
aware, there is no relevant audit information of which the auditor is unaware. Each of the Directors has confirmed that they
have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit
information and to establish that it has been communicated to the auditor.
Auditor
Haysmacintyre LLP offer themselves for reappointment as auditors in accordance with Article 113 of the Companies (Jersey)
Law 1991.
Forward looking statements
These reports and financial statements contain certain forward looking statements which are subject to assumptions, risks and
uncertainties; actual future results may differ materially from those expressed in or implied in such statements. Many of these
assumptions, risks and uncertainties relate to factors that are beyond the Group’s ability to control or estimate precisely. The
forward looking statements reflect the knowledge and information available at the date of preparation of this report, and will
not be updated during the year. These forward-looking statements include all matters that are not historical facts. They appear
in a number of places throughout these reports and financial statements and include statements regarding the current
intentions, beliefs or expectations of the Directors or the Group concerning, among other things, the results of operations,
financial condition, prospects, growth and strategy of the Group, and the sector in which it operates. In particular, the statements
regarding the Group’s strategy and other future events or prospects are forward-looking statements. Nothing in this Annual
Report should be construed as a profit forecast.
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Audioboom Group plc
GOVERNANCE
Annual General Meeting
All registered holders of ordinary shares are entitled to attend the annual general meeting of the Company (AGM), subject to
any restrictions relating to Covid-19. They are also entitled to speak at general meetings of the Company, to appoint one or
more proxies or, if they are corporations, corporate representatives, and to exercise voting rights. The notice of meeting specifies
deadlines for exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be put to the AGM.
ON BEHALF OF THE BOARD
Stuart Last
Chief Executive Officer
17 March 2021
Company registration no: 85292 (Jersey)
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Audioboom Group plc
GOVERNANCE
Corporate Governance Report
Responsibility for good governance lies with the Board. This Corporate Governance Report details the corporate governance
arrangements which the Company currently has in place and the steps being taken to develop good governance within the
Company and the Group.
Compliance statement
The Directors recognise the importance of good corporate governance and the Company adopted the Quoted Companies
Alliance Corporate Governance Code (the ‘QCA Code’) in line with the London Stock Exchange’s changes to the AIM Rules
requiring all AIM-quoted companies to adopt and comply with a recognised corporate governance code. The underlying
principle of the QCA Code is that ‘the purpose of good corporate governance is to ensure that the company is managed in an
efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term’.
The Company’s full statement of compliance with the QCA Code is available on the Company’s website,
www.audioboomplc.com, including a table describing in broad terms how the Company addresses the key governance principles
defined in the QCA Code.
The Board intends to review annually how its corporate governance arrangements comply with the provisions of the QCA
Code and in which respects it might further develop its existing arrangements and processes to the extent it believes that
these will support its medium to long term success.
Key governance related matters during the period
During 2020 and since the period end, the following key governance matters were addressed (as described in more detail
elsewhere in the Annual Report):
• Review and update of the delegation of Board authority
• Board self-evaluation process
• Executive management remuneration review – setting and monitoring performance targets
• Methods of, and processes for, shareholder engagement
• Management of the formal sales process
Role of the Board and management
The Board’s primary role is the protection and enhancement of long-term shareholder value. To fulfil this role, the Board is
responsible for the overall management and corporate governance of the consolidated entity including its strategic direction,
establishing goals for management and monitoring the achievement of these goals. Further details on the Company’s business
model and strategy are contained within the Strategic Report on pages 3 to 13.
From time to time, the Board may delegate or entrust to any Director holding executive office (including the CEO) such of its
powers, authorities and discretions for such time and on such terms as it thinks fit. The Board has adopted a ‘delegation of
Board authority’ which establishes those matters which it is considered appropriate remain within the overall control of the
Board (or its committees) and those which are delegated to the CEO (or onwards as appropriate). In addition to overall Group
strategy, the Board approves the annual budget and retains control over corporate activity (mergers, acquisitions, joint ventures,
material disposals and investments) and material contract and financing decisions (over and above set value/credit-risk limits).
During the period, the delegation of Board authority was reviewed and updated.
Management’s role is to implement the strategic plan established by the Board and to work within the corporate governance
and internal control parameters established by the Board.
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Audioboom Group plc
GOVERNANCE
Role of Chairman and Chief Executive Officer
There is a clear division of responsibilities between the running of the Board and the executive responsible for the Group’s
business.
The Chairman is responsible for leadership of the Board, ensuring its effectiveness and setting the agenda for Board meetings.
Once strategic objectives have been agreed by the Board, it is the Chief Executive Officer’s responsibility to ensure they are
delivered upon and consistently to be accountable to the Board. The day to day operations of the Group are managed by the
Chief Executive Officer and his management team.
Board processes
The full Board meets monthly and at any other time as may be necessary to address any specific significant matters that may
arise.
The agenda for Board meetings is prepared in conjunction with the Chairman. Submissions are circulated in advance and for
regular Board meetings will include operational and financial updates together with papers relating to specific agenda items.
Management prepare finance reports ahead of each regular Board meeting which allow the Board to assess the Company’s
activities and review its performance. In addition to the Executive Directors, other members of management may be involved
in Board discussions as appropriate.
To assist in the execution of its responsibilities, the Board has established an Audit Committee and a Remuneration Committee
(which can also sit as a Nominations Committee where required) and a framework for the management of the consolidated
entity including a system of internal control.
Risk management and internal control
The Board is ultimately responsible for the Company’s system of internal control and for reviewing its effectiveness. This
includes financial, operational and compliance controls and risk-management systems. There is an on-going process carried
out by executive management, the Board and the Audit Committee for identifying, evaluating and managing the principal risks
faced by the Company. The Board has reviewed the effectiveness of the system of internal control during the period. The
systems have been in place for the period under review and up to the date of approval of the annual report and accounts.
The Company has established financial controls and procedures which have enabled the business to build suitable frameworks
allowing it to grow at scale despite maintaining a relatively low headcount. The key financial processes of completing formal
monthly financial close, delivering monthly key financial data to the Board, formalised payment run reviews, structured debtor
collection and detailed budgeting and forecasting process have all benefitted from the continuing and evolving automation
within the business, specifically focused around the development of the Group’s advertising booking system.
A summary of the current principal risks and uncertainties is set out in the section of that name in the Strategic Report on
pages 11 to 13. Risks facing the Group will continue to be evaluated at each Board and Audit Committee meeting. Internal
control systems are designed to meet the Company’s particular needs and the risks to which it is exposed. Accordingly, the
internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by
their nature can only provide reasonable and not absolute assurance against misstatement and loss.
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Audioboom Group plc
GOVERNANCE
Corporate Governance Report
(continued)
Composition of the Board
The Board currently comprises five Directors. Further detail on the Directors and independence of the Board are included on
pages 14 and 15 of this Annual Report. The number and/or composition may be changed where it is felt that additional expertise
is required in specific areas, or when an outstanding candidate is identified.
The composition of the Board is determined using the following principles:
• a majority of the Board should be non-executive Directors,
• the role of Chairman is to be filled by a non-executive Director,
• the Board should have enough Directors to serve on various committees of the Board without overburdening the Directors
or making it difficult for them to fully discharge their responsibilities,
• Directors appointed by the Board are subject to election by shareholders at the following annual general meeting and
thereafter Directors are subject to retirement by rotation and re-election every three years.
The Company Secretary is a Jersey based professional services company in order to conform with Jersey requirements. The
Board has therefore appointed a corporate and governance consultant to assist and advise it in respect of its responsibilities
and best practice. The consultant attends all Board and committee meetings (which are held in the UK) in which he effectively
carries out a number of the duties and responsibilities of a company secretary.
Conflict of interest
Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the
Company. Where the Board believes that a significant conflict exists, the Director concerned is either not present or does not
take part in discussions and voting at the meeting whilst the item is considered.
Independent professional advice and access to Company information
Each Director has the right of access to all relevant Company information and to the Company’s management and, subject to
prior consultation with the Chairman, may seek independent professional advice at the Company’s expense. A copy of any
advice received by the Director is to be made available to all other members of the Board. No such advice was sought during
the period.
Committees
Audit Committee
The report of the Audit Committee is set out on pages 29 to 30.
Remuneration Committee
The report of the Remuneration Committee is set out on pages 25 to 28.
Nominations Committee
Where required, the Remuneration Committee may also sit as the Nominations Committee (see table below). However, the
role of the Nominations Committee may also be fulfilled by the full Board. The objectives of such Committee are:
• to ensure that the Company has a formal and transparent procedure for the appointment of new executive and non-
executive Directors to the Board;
• to ensure that the Company reviews the balance and effectiveness of the Board and the senior executive management
team, identifying the skills and experience needed for the next stage in the Company’s development and those individuals
who might best provide them, including appropriate succession plans and considering possible internal candidates for future
Board roles.
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Audioboom Group plc
GOVERNANCE
Directors’ attendance record
The following table provides details of attendance by Directors at Board and Committee meetings held during the period. Due
to the global pandemic, a number of these meetings were held via videoconference.
Board
Number of
meetings
Number Number of
meetings
attended
Audit Committee Remuneration Committee
Number Number of
meetings
attended
Number
attended
Brad Clarke
Stuart Last
Roger Maddock
Steven Smith
Michael Tobin
Time commitment
16
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16
16
16
16
16
16
16
16
3
3
3
3
3
3
1
1
1
1
1
1
The Executive Directors are full time employees of the Group. The non-executive Directors are committed to at least 20
working days per annum on Company business but in practice this is often exceeded.
Board effectiveness and evaluation
Post period end, the Board carried out a self-evaluation of Board effectiveness, pursuant to which each Director anonymously
completed a questionnaire covering various matters of governance, setting out their own key objectives for the Board, scoring
the Board and committees’ effectiveness and providing feedback and recommendations on areas that might benefit from
further review or improvement.
Key themes, and focus items, arising from this process were:
• ensuring the Group can capitalise on opportunities to grow the business as they arise
• consideration of additional non-executive Director, with focus on US podcast industry experience and greater diversity
• succession planning and breadth of management
Each of the above remain under consideration.
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Audioboom Group plc
GOVERNANCE
Corporate Governance Report
(continued)
Corporate culture
The Board aims to lead by example and do what is in the best interests of the Company. A large part of the Group’s activities
is centred upon what needs to be an open and respectful dialogue with the key stakeholders, and so in order to grow our
business it is vital that all our employees act in a way that reflects the values of the business.
The Group has developed a set of Company values. All employees are invited to contribute ideas to the Company values and
the Board is able to consider whether the Company’s values are being recognised through feedback received from employees.
The Company also seeks to be an equal opportunities employer, addressing its corporate social responsibility by promoting
equality and diversity in its workforce.
The Group also has a system of performance incentives and a share option scheme to reward staff for performance.
The role of shareholders
The Board of Directors aims to ensure that the shareholders are informed of all major developments affecting the Company’s
state of affairs. Information is communicated to shareholders as follows:
• the release of announcements, trading updates and interim and annual financial statements through the Regulatory News
Service and on the Company’s website,
• the full annual financial report is sent to all registered shareholders,
• proposed major changes in the Company which may impact on share ownership rights are submitted to a vote of
shareholders, and
• notices of all meetings of shareholders are sent to all registered shareholders.
The Board encourages full participation of shareholders at the Annual General Meeting (Covid-19 permitting) to ensure a high
level of accountability and identification with the Company’s strategy and goals. Important issues are presented to the
shareholders as separate resolutions. Management have also commenced regular investor presentations for existing and
potential individual shareholders to complement presentations provided to institutional shareholders.
The Company’s auditors are also invited to attend the Annual General Meeting and are available for discussion in relation to
the Company’s financial statements.
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Audioboom Group plc
GOVERNANCE
Remuneration Committee Report
Overview
The role of the Remuneration Committee is documented in its terms of reference which were reviewed post period end and
updated terms were adopted by the Board of Directors on 17 March 2021.
The key objectives of the Remuneration Committee are to:
• ensure that the Company’s Directors and senior executives are fairly rewarded for their individual contributions to the
Company’s overall performance by determining their pay and other remuneration; and
• demonstrate to all shareholders that the general policy relating to, and actual remuneration of, individual senior executives
of the Company is set by a committee of the Board who have no personal interest in the outcome of the decisions and
who will give due regard to the interests of shareholders and to the financial and commercial health of the Company.
Composition
The Remuneration Committee is solely comprised of non-executive Directors. During the period the committee comprised
Michael Tobin (Chairman), Roger Maddock and Steven Smith. The Chief Executive Officer may be invited to attend meetings
of the Remuneration Committee at the discretion of the Remuneration Committee.
Remuneration Committee meetings
The Remuneration Committee met once during the period and addressed a number of matters via email. The attendance of its
members at the meeting is set out in the table on page 23. The agenda for Remuneration Committee meetings is prepared in
conjunction with the committee chairman. Submissions are circulated in advance and may include remuneration benchmark
surveys and guidance on best practice together with papers relating to specific agenda items.
Remuneration policy
The Remuneration Committee intends that its policy and practice should align with, and support the implementation of, the
Group’s strategy, be in line with the Group’s approach to risk management and promote the long-term success of the Group.
The policy is intended to motivate the right behaviours and to ensure that any risk created by the remuneration structure is
acceptable to the Remuneration Committee and within the strategy and risk appetite of the Company.
The remuneration package for the Executive Directors comprise a combination of annual salary, annual performance bonus
and share options with performance criteria. Remuneration for non-executive Directors consists of an annual fee (currently
£30,000 per annum for non-executive Directors and £35,000 per annum for the non-executive Chairman per annum). There
is no additional fee for serving on Board committees and non-executive Directors are not entitled to bonuses or participation
in the share option scheme. However, as noted further below, on his appointment to the Board on 1 September 2018, Michael
Tobin was granted warrants over ordinary shares.
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Salary
The Remuneration Committee reviews the salaries of the Executive Directors against appropriate benchmarks for executive
directors of AIM and FTSE SmallCap companies of a similar scale and nature, and also gives consideration to those of executives
in competitors in the sector. The level of salaries, when taken in conjunction with the overall remuneration packages, are
considered by the Remuneration Committee to be appropriate to help attract, retain and motivate high calibre Executive
Directors and reflect the experience of the individuals concerned.
For the period in review, the CEO’s salary was established following a benchmark survey and consideration of sector
comparables, and the other Executive Director’s salary was increased following a benchmark survey. There was no increase in
non-executive Director fees in the period.
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Audioboom Group plc
GOVERNANCE
Remuneration Committee Report
(continued)
Annual bonus
During the period, the Executive Directors were eligible for an annual bonus pursuant to which they could earn up to 100 per
cent of their base annual salary, with 50 per cent linked to meeting internal and market expectations in respect of revenue and
adjusted EBITDA and a potential further 50 per cent linked to outperformance.
Share options
The Company established an EMI option scheme and an ‘unapproved’ share option scheme on 19 May 2014 pursuant to
which the CEO, CFO and other members of staff have been or may be granted share options. Options granted under this
scheme may have a vesting schedule and/or performance conditions attached.
No options were granted to Directors during the year and no options granted to Directors were exercised or lapsed/forfeited
whilst in office during the period under review.
The number, exercise price, grant date and latest dates of exercise of options over ordinary shares in the Company held by
Directors at the end of the year were as follows:
Share Exercise Grant
options price date
Latest
exercise
date
1 September 2028
Brad Clarke 65,000 £2.40 1 September 2018
120,000 £1.30 20 March 2019
20 March 2029
Stuart Last 10,660 £4.125 24 September 20151 24 September 2025
7,000 £3.125 9 March 20161
9 March 2026
52,340 £2.185 8 May 20171
8 May 2027
90,000 £1.30 20 March 20191
20 March 2029
90,000 £2.075 20 December 2019 20 December 2029
1 options granted prior to being appointed as a Director
These options typically vest and become exercisable over a three-year period from their grant, subject (in respect of certain
options) to the satisfaction of performance conditions relating to how the Company performs by reference to its internal
budgets and external market expectations in each of the relevant financial periods. They may also vest in certain other prescribed
circumstances as provided for in the terms of the Scheme.
Warrants
On his appointment to the Board on 1 September 2018, Michael Tobin was granted 300,000 warrants (‘Warrants’) over ordinary
shares. Following a subsequent amendment to their terms, a first tranche of 100,000 Warrants will be exercisable at a price of
£1.30 per share after six months from the date of grant and for five years thereafter. A second tranche of 100,000 Warrants
will vest if the Company’s share price exceeds £3.30 for 60 days within any rolling six-month period. The second tranche
Warrants will be exercisable at a price of £3.30 per share from six months after vesting and for five years from that date. A
third tranche of 100,000 Warrants will vest if the Company’s share price exceeds £5.30 for 60 days within any rolling six-month
period. The third tranche Warrants will be exercisable at a price of £5.30 per share from six months after vesting and for five
years from that date. The Warrants can only vest if Michael Tobin is Chairman at the relevant time, however once vested they
remain exercisable throughout the relevant exercise window irrespective of whether he is Chairman at the time of exercise.
In addition, Michael Tobin and Steven Smith are taken to be interested in further warrants over ordinary shares in relation to
the Company’s agreement with SPV Investments Limited (“SPV”) pursuant to which SPV provides guarantees to certain of the
Company’s podcast partners, as described further in note 17 to the financial statements. However, these warrants were not
awarded in relation to their position as directors of Audioboom.
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Audioboom Group plc
GOVERNANCE
Directors’ remuneration (audited)
The following table shows emoluments paid (or payable) to Directors during the period, applying the average exchange rates
(GBP to US$) used in the financial statements and reflecting that certain Directors were appointed or resigned during the
relevant period:
Salary/fees
US$’000
Current Directors:
Brad Clarke 165
Stuart Last (appointed 20 December 2019)1 216
Roger Maddock (non-executive) 39
Steven Smith (non-executive) 39
Michael Tobin (non-executive Chairman) 45
Past Directors:
Rob Proctor (resigned 30 September 2019) –
2020
Total
Bonus emoluments
US$’000 US$’000
2019
Total
emoluments
US$’000
83 248
112 328
– 39
– 39
– 45
– –
236
n/a
38
38
45
3602
718
504
195 699
1 Given the date of appointment, 2019 figures are considered immaterial
2 Figures include termination payment
Service contracts
The Chief Executive Officer and Chief Financial Officer have entered into service contracts with the Group that are terminable
by either party on not less than six months’ prior notice. The non-executive Directors have entered into letters of appointment
with the Group that are terminable by either party on not less than three months’ prior notice.
Pensions and private healthcare
There were pension arrangements in place for Stuart Last with pension contributions of US$6,300 during the period (2019:
US$ n/a), and for Brad Clarke with contributions of US$4,816 (2019: US$4,302). There are no private healthcare arrangements
in place.
Directors’ share interests
The Directors’ shareholdings in the Company are set out in the Directors’ Report on page 16.
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Audioboom Group plc
GOVERNANCE
Remuneration Committee Report
(continued)
Committee performance evaluation
Post period-end, the operation and performance of the Remuneration Committee were considered by the Board as a
component of its self-evaluation process. No material areas of concern were raised and there were no specific actions or
recommendations resulting from the exercise. There will be an annual review going forward from which actions and
recommendations may arise which will be reported in next year’s Annual Report.
Michael Tobin
Chairman of the Remuneration Committee
17 March 2021
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Audioboom Group plc
GOVERNANCE
Audit Committee Report
Overview
The purpose of the Audit Committee is to assist the Board in the effective discharge of its responsibilities for financial reporting,
corporate control and risk management. Its objectives are:
• to increase shareholder confidence and to ensure the credibility and objectivity of published financial information;
• to assist the Board in meeting its financial reporting responsibilities;
• to assist the Board in ensuring the effectiveness of the Company’s internal accounting and financial controls;
• to strengthen the independent position of the Company’s external auditors by providing channels of communication
between them and the non-executive Directors; and
• to review the performance of the Company’s external auditing functions.
The role of the Audit Committee is documented in its terms of reference which were reviewed post period end and new terms
were adopted by the Board on 17 March 2021. Its role of is one of oversight. The Audit Committee has no executive powers
with regard to its recommendations and does not relieve the Executive Directors of their responsibilities for these matters.
Composition
During the period, the Audit Committee was solely comprised of non-executive Directors: Roger Maddock (Chairman), Michael
Tobin and Steven Smith.
Audit Committee meetings
The Audit Committee met three times during the period. The attendance of its members at those meetings is set out in the
table on page 23. Representatives from the external auditors, Haysmacintyre LLP, and the Executive Directors were invited to
attend meetings as required, although the Audit Committee reserves time for discussion without invitees present.
The agenda for Audit Committee meetings is prepared in conjunction with the committee chairman. Submissions are circulated
in advance and may include drafts of interim and annual financial statements, related papers from management, audit planning
and key issues memoranda prepared by the external auditors and other papers relating to specific agenda items.
Activities of the Audit Committee
Key financial reporting activities
During the period and post period end, the Audit Committee considered specifically those matters with the potential likelihood
to have the greatest significant impact on the financial statements. As in previous periods, these included the projections
forming the basis of the Directors’ assessment of going concern, including the facilities and funding available to the Group for
the projection period, and the support for and/or treatment of the value of certain intangible assets and share based payments.
Attention is drawn to note 1 of the financial statements (page 41) in respect of going concern considerations.
Other activities
In addition, during the period and post period end, the Audit Committee also undertook the following key activities:
• monitoring the Group’s working capital and cash position and adequacy of available facilities and funding;
• monitoring and updating the identified principal risks and uncertainties facing the business and the measures to mitigate
these (see pages 11 to 13);
• review and approval of the 2019 audited financial statements;
• review and approval of the 2020 unaudited interim financial statements;
• review and approval of the 2020 audit plan;
• review and approval of the 2020 audited financial statements;
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Audioboom Group plc
GOVERNANCE
Audit Committee Report
(continued)
• considering the impact of new accounting standards on the Group (including IFRS16); and
• considering the impact that the Covid-19 pandemic may have on the Group’s cash flows and ability to continue as a going
concern, and corresponding reporting of this.
Committee performance evaluation
Post period end the operation and performance of the Audit Committee were considered by the Board as a component of its
self-evaluation process. No areas of concern were raised and there were no specific actions or recommendations resulting
from the exercise. There will be an annual review going forward, from which actions and recommendations may arise which
will be reported in next year’s Annual Report.
External auditor
Haysmacintyre LLP were first appointed as the Group’s external auditor following the Company’s re-admission to AIM in 2014.
They were last re-appointed at the AGM on 21 July 2020. The Haysmacintyre LLP Senior Statutory Auditor is Christopher
Cork and he has fulfilled that role since the 2019 audit, following a rotation due to the previous incumbent’s length of tenure.
The Audit Committee reviews the performance of the external auditor on an annual basis and plans to meet with them during
the year as required to discuss audit planning, any potential changes in accounting policies or related accounting issues, any
issues arising from the half year review or full year audit and any other special matters or investigations deemed necessary by
the Board.
Auditor independence and provision of non-audit services
The Audit Committee reviews with management the engagement of the external auditor for non-audit services and the level
of associated non-audit fees. For the period to 31 December 2020, the auditor earned £nil in respect of non-audit fees. The
Audit Committee is satisfied as to the independence of the auditor.
Risk management and internal control
The Group’s approach to risk management, identified principal risks and the steps taken to manage those risks are outlined on
pages 11 to 13.
Roger Maddock
Chair of the Audit Committee
17 March 2021
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Audioboom Group plc
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Shareholders of Audioboom Group plc
For the year ended 31 December 2020
Opinion
We have audited the financial statements of Audioboom Group plc (‘the Company’) and its subsidiaries (together ‘the Group’)
for the year ended 31 December 2020 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Financial Position, the Consolidated Cash Flow Statement, the Consolidated Statement of Changes
in Equity, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs)
as adopted by the European Union.
In our opinion, the financial statements:
• give a true and fair view of the state of the Group’s affairs as at 31 December 2020 and of the Group’s loss for the year
then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group’s ability to
continue to adopt the going concern basis of accounting included consideration of the inherent risks to the Group’s business
model and analysed how those risks might affect the Group’s financial resources or ability to continue operations over the
period from the date of signing the financial statements to 31 March 2022. The risks that we considered most likely to affect
the Group’s financial resources or ability to continue operations over this period were adverse circumstances impacting timely
conversion of trade receivables to cash, growth in revenues, reduction in expenses and operating cash outflows, and access
to financial resources in the form of debt facilities if so required. We considered this through a review of the application of
reasonably foreseeable downside scenarios that could arise with reference to the level of available financial resources indicated
by the Group’s financial forecasts.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and Company's ability to continue as a going concern for
a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of resources
in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
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Audioboom Group plc
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Shareholders of Audioboom Group plc (continued)
Key Audit Matter
Going concern
The Group has reported a total comprehensive loss for
the year of US$3.2m (2019: US$7.1m) and cash outflows
from operating activities of US$3.3m (2019: US$5.1m).
These factors indicate a risk that use of going concern
basis of preparation for the financial statements may not
be appropriate.
Revenue recognition
The Group recognises revenue in respect of the provision
of advertising and sponsorship services on its distributed
content. There is a risk that reported revenue has been
materially misstated either as a result of fraud or error.
32 Annual Report & Financial Statements 2020
How our scope addressed this matter
In response to this risk we performed the following
procedures:
• Reviewed management’s
the
appropriateness of the going concern basis of
preparation to consider its reasonableness.
assessment of
• Reviewed and assessed management forecasts, used in
support of their going concern assessment, including an
assessment of key assumptions together with an
assessment of sensitivity testing performed by
management.
• Confirmed the integrity and arithmetical accuracy of
management forecasts.
• Assessed the historical accuracy of previous forecasts
prepared by management.
• Obtained and reviewed financing agreements referred
to in management’s going concern assessment that are
in place as documented.
• Reviewed the appropriateness of the disclosures made
in the financial statements in respect of going concern.
In response to this risk we performed the following
procedures:
• Assessed the Group’s accounting policy for each
material revenue stream and performed walkthrough
procedures to assess the design and implementation of
controls.
• Tested management review controls in respect of
revenue recognition.
• Performed substantive procedures on a sample of
transactions and analytical
revenue generating
procedures on the balance in total.
• Performed substantive cut-off procedures to assess the
accuracy of revenue recognised around the reporting
date.
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Audioboom Group plc
FINANCIAL STATEMENTS
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements
on our audit and on the financial statements. For the purposes of determining whether the financial statements are free from
material misstatement we define materiality as the magnitude of misstatement that makes it probable that the economic
decisions of a reasonably knowledgeable person, relying on the financial statements, would be changed or influenced. We
determined overall materiality for the Group financial statements as a whole to be US$335,000 being 1.25% of revenue for
the year. We considered it appropriate to determine our materiality based on revenue as we consider this to be the key metric
in assessing the financial performance and position of the Company. We apply a different level of materiality, performance
materiality, to determine the extent of our testing and this was set at 75% of the overall financial statements’ materiality.
We agreed with the Audit Committee that we would report to it all audit differences in excess of US$16,750 as well as
differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit
Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
An overview of the scope of our audit
Our audit scope included all components and was performed to component materiality. Our audit work therefore covered
100% of Group revenue, Group loss and total Group assets and liabilities. It was performed to the materiality levels set out
above.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the annual
report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, we
have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Act 1991 requires
us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Group financial statements are not in agreement with the accounting records and returns; or
• we have not received all the information and explanations we require for our audit.
Annual Report & Financial Statements 2020
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Audioboom Group plc
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Shareholders of Audioboom Group plc (continued)
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 18, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control
as the Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud is detailed below:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud are: to identify and assess the risks of material misstatement of the financial
statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement
due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected
fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both
those charged with governance of the entity and management.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined
that the most significant are the AIM Rules, Companies (Jersey) Law 1991, corporation tax, payroll tax and sales tax;
• We obtained an understanding of how the Group complies with these frameworks through discussions with the Directors;
• We inspected relevant tax filings and considered these and other relevant correspondence for indications of non-
compliance;
• We assessed the susceptibility of the Group’s financial statements to material misstatement including how fraud might
occur by considering the key risks impacting the financial statements;
• We carried out a review of manual entries recorded in management’s accounting records and assessed the appropriateness
of such entries;
• We challenged assumptions and judgements made by management and their critical accounting estimates; and
• We assessed whether the Group’s control environment is adequate for the size and operating model of such a Group.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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Audioboom Group plc
FINANCIAL STATEMENTS
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Article 113A of the Companies (Jersey)
Law 1991. Our audit work has been undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Christopher Cork (Senior Statutory Auditor)
10 Queen Street Place
For and on behalf of Haysmacintyre LLP, Statutory Auditors
London
17 March 2021
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Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2020
Continuing operations
Revenue
Cost of sales
Gross profit
Administrative expenses
Adjusted operating loss
– Amortisation and impairment of intangible assets
– Share based payments
– Depreciation
– Corporate transaction costs
– Depreciation – leases
– Operating foreign exchange (loss) / gain
– Restructuring costs
Operating loss
Finance costs
Loss before tax
Income tax credit
Loss for the financial period attributable to equity holders of the parent
Other comprehensive loss
Foreign currency translation difference
Total comprehensive loss for the period
Loss per share
from continuing operations
Basic and diluted
All results for both periods are derived from continuing operations.
Notes
2
18
8
15
3
6
7
2020
US$’000
26,782
(20,581)
6,201
(9,288)
(1,720)
–
(715)
(60)
(167)
(319)
(106)
–
(3,087)
(210)
(3,297)
–
(3,297)
61
(3,236)
2019
US$’000
22,310
(17,414)
4,896
(12,339)
(2,970)
(2,420)
(1,429)
(60)
–
(331)
110
(343)
(7,443)
(97)
(7,540)
221
(7,319)
193
(7,126)
9
(23) cents
(55) cents
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Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Financial Position
As at 31 December 2020
ASSETS
Non-current assets
Property, plant and equipment
Right of use asset
Current assets
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
Current liabilities
Trade and other payables
NET CURRENT ASSETS
Non-current liabilities
Lease liability
NET ASSETS
EQUITY
Share capital
Share premium
Issue cost reserve
Foreign exchange translation reserve
Reverse acquisition reserve
Retained earnings
TOTAL EQUITY
As at
31 December 2020
US$’000
US$’000
As at
31 December 2019
US$’000
US$’000
Notes
10
15
12
13
13
14
14
90
822
8,028
3,257
140
1,300
912
1,440
7,120
1,992
11,285
12,197
(5,667)
5,618
(636)
5,894
–
60,822
(2,048)
(276)
(3,380)
(49,224)
5,894
9,112
10,552
(5,861)
3,251
(1,029)
3,662
–
56,210
(2,048)
(337)
(3,380)
(46,783)
3,662
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The accompanying accounting policies and notes form an integral part of these financial statements.
These financial statements for Audioboom Group plc (Jersey company registration number 85292), which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement
of Cash Flow, the Consolidated Statement of Changes in Equity and related notes 1 to 21 were approved and authorised for
issue by the Board of Directors on 17 March 2021 and were signed on its behalf by:
Brad Clarke
Chief Financial Officer
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Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Cash Flow Statement
For the year ended 31 December 2020
Loss from continuing operations
Loss for the period
Adjustments for:
Taxation credit
Interest payable
Amortisation and impairment of intangible assets
Depreciation of fixed assets
Effect of retranslation of fixed assets
Share based payments
Increase in trade and other receivables
Increase in trade and other payables
Decrease in lease liability
Foreign exchange gain/(loss)
Cash flows from operating activities
Taxation received
Net cash used in operating activities
Investing activities
Purchase of property, plant and equipment
Net cash used in investing activities
Notes
2020
US$’000
(3,297)
(3,297)
2019
US$’000
(7,319)
(7,319)
–
210
–
60
–
715
(906)
301
(411)
76
(3,252)
28
(3,224)
(10)
(10)
(113)
700
(700)
4,612
4,499
1,265
1,992
3,257
(221)
–
2,420
60
(11)
1,429
(2,952)
1,846
(433)
(17)
(5,198)
106
(5,092)
(36)
(36)
–
–
–
5,539
5,539
411
1,581
1,992
Financing activities
SPV loan interest and fees
Proceeds from SPV loan
Repayment of SPV loan
Proceeds from issue of ordinary share capital (net of issue costs)
Net cash generated from financing activities
6
6
6
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
The Group had no borrowings at the end of either financial period and therefore no reconciliation of net debt has been provided.
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Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
For the year ended 31 December 2020
Foreign
Issue Reverse exchange
Share Share cost acquisition translation Retained Total
capital premium reserve reserve reserve earnings equity
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
At 31 December 2018 – 50,883 (2,048) (3,380) (530) (40,893) 4,032
Loss for the period – – – – – (7,319) (7,319)
Issue of shares – 5,327 – – – – 5,327
Equity-settled share-based payments – – – – – 1,429 1,429
Foreign exchange gain on translation
of overseas subsidiaries – – – – 193 – 193
At 31 December 2019 – 56,210 (2,048) (3,380) (337) (46,783) 3,662
Loss for the period – – – – – (3,297) (3,297)
Issue of shares – 4,612 – – – – 4,612
Equity-settled share-based payments – – – – – 856 856
Foreign exchange gain on translation
of overseas subsidiaries – – – – 61 – 61
At 31 December 2020 – 60,822 (2,048) (3,380) (276) (49,224) 5,894
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.
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes
Accounting policies
1.
General information and basis of preparation
Audioboom Group plc is incorporated in Jersey under the Companies (Jersey) Law 1991. The Company’s shares are traded on
AIM, the market of that name, operated by the London Stock Exchange. The address of the registered office is given on page 1.
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 Accounting Standards (‘IAS’) and
International Financial Reporting Standards (‘IFRS’) as adopted by the EU. The financial statements have been prepared on the
historical cost basis. The consolidated financial statements have been prepared in accordance with and in compliance with the
Companies (Jersey) Law 1991, an amendment to which (Amendment No. 4 s. 105(11) – 2009) means separate parent company
financial statements are not required.
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 standards adopted by the Group
The Group has applied the following standards and amendments for the first time for the annual reporting period commencing
1 January 2020:
• IAS 1 Presentation of Financial Statements
• IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment – Disclosure Initiative - Definition of
Material); and Revisions to Conceptual Framework for Financial Reporting
Standards, amendments and interpretations of published standards not yet effective
Certain standards, amendments to, and interpretations of, published standards have been published that are mandatory for
the Group’s accounting years beginning on or after 1 January 2021 or later years and which the Group has decided not to
adopt early:
• Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) (effective for periods commencing on or after
1 January 2022);
• IFRS 17: Insurance Contracts (effective for periods commencing on or after 1 January 2023);
• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) (effective for periods commencing
on or after 1 January 2022);
• Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41) (effective for
periods commencing on or after 1 January 2022); and
• References to Conceptual Framework (Amendments to IFRS 3) (effective for periods commencing on or after 1 January
2022).
None of the above listed changes are anticipated to have a material impact on the Group’s financial statements.
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Audioboom Group plc
FINANCIAL STATEMENTS
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 the foreseeable future. The Group ended the year with access to US$6.6 million
of capital, being US$3.3 million of cash and US$3.3 million of the loan facility arrangement with SPV Investments Limited
announced in February 2020. The Board’s forecasts for the Group, including due consideration of the business forecasting
positive EBITDA in 2021, projected increase in revenues and decreasing cash-burn of the Group and taking account of
reasonable possible changes in trading performance including changes outside of expected trading performance, indicate that
the Group will have sufficient cash available to continue in operational existence for the next 12 months from the date of
approval of the financial statements and beyond. No additional funding is considered to be required and 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 SPV Investments Limited. In addition,
management continue to assess any ongoing impact of Covid-19 on Group performance, albeit that the Group proved resilient
to the challenges posed by the pandemic in 2020. Accordingly, the Directors are satisfied that the Group will continue to be
able to meet its ongoing liabilities as and when they fall due in reasonably foreseeable circumstances.
Therefore, the Directors consider the going concern basis of preparation of these financial statements appropriate.
Revenue
Revenue represents amounts receivable for services provided in the normal course of business, and excludes intra-group sales,
Value Added Tax and trade discounts.
Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits
associated with the transaction will flow to the entity, the costs incurred or to be incurred can be measured reliably, and when
the criteria for each of the Group’s different activities has been met. Revenue comprises:
• Sale of advertising: the value of goods and services is recognised on broadcast of the podcast
• Sponsorship income: the value of goods and services is recognised over the time to which it relates
• Sale of subscriptions: the value of goods and services is recognised across the period of subscription
The Directors have considered the requirements of IFRS 15 in respect of multiple performance obligations within one contract
and have not identified any such instances. There are no contracts which incorporate variable or contingent consideration.
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Content partner minimum revenue guarantees
In order to attract and retain leading podcast partners, the Group offers certain partners minimum revenue guarantees (“MG”)
over the life of the agreement between the parties. The MG offers guaranteed revenue over the life of the agreement in the
form of monthly payments and/or an upfront advance payment, which is then recouped over the life of the agreement, thus
reducing future expected payments proportionally. The MG’s provided secure the right of access to future content and therefore
the expenditure in relation to these guarantees is recognised over the term of the contract, as this is the period over which the
content providers’ obligations are discharged to the Group and accordingly the basis 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.
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
Foreign currency
For the purpose of the consolidated financial statements, the results and financial position of each Group company are
expressed in US Dollars, which is the presentational currency of the consolidated financial statements. The majority of trade
in the Company is in the USA and therefore the Company’s functional currency is US Dollars.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional
currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance
sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on
the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in
profit or loss for the period.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are
translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average
monthly rate of exchange ruling at the date of the transaction, unless exchange rates fluctuate significantly during that month,
in which case the exchange rates at the date of the transactions are used
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any.
Depreciation is calculated under the straight-line method to write off the depreciable amount of the assets over their estimated
useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset
is fully depreciated. The principal annual rates used for this purpose are between three and five years.
The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting
period to ensure that the amounts, method and years of depreciation are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the
cost is incurred, and it is probable that the future economic benefits associated with the asset will flow to the Group and the
cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the
day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Costs also comprise the
initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group are
obligated to incur when the asset is acquired, if applicable.
Leases
Leases of property for periods longer than one year are capitalised at the fair value of the leased property (disclosed as a right
of use asset on the face of the statement of financial position) with the corresponding rental obligations, net of finance charges,
included in current and non-current liabilities. The fair value of the lease asset and corresponding liability is calculated as the
present value of the minimum value of lease payments for which the Group will become liable, discounted at a rate considered
appropriate.
Lease rental payments are split between a reduction in the lease liability and finance cost, with depreciation charges of the
right of use asset over its useful economic life recognised as an expense in the Group’s income statement.
Payments made under operating leases, where the risks and rewards are not transferred to the Group, are recognised as an
expense in the income statement.
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Audioboom Group plc
FINANCIAL STATEMENTS
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.
Business combinations
The Group comprises a holding company and a number of individual subsidiaries and all of these have been included in the
consolidated financial statements in accordance with the principles of acquisition accounting as laid out by IFRS 3: Business
Combinations.
Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement
of comprehensive income on a straight-line basis over the vesting period. Non-market vesting conditions are taken into account
by adjusting the number of options expected to vest at each statement of financial position date so that, ultimately, the
cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting
conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve
a market vesting condition.
Warrants
Warrants issued to Directors, employees and third-party suppliers are measured at the fair value of the service provided with
reference to comparable cash settled transactions or, where the value of the services provided is uncertain, with reference to
an appropriate valuation methodology. Warrants are ascribed a value at the date of grant, with this value recognised as an
expense in the statement of comprehensive income over the relevant vesting period.
Current and deferred taxation
Current tax is the expected tax payable on taxable income for the period, using tax rates enacted or substantively enacted at
the balance sheet date, and any adjustments to tax payable in respect of previous periods.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profits (‘temporary
differences’) and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Where there are deductible temporary differences arising in subsidiaries,
deferred tax assets are recognised only where it is probable that they will reverse in the foreseeable future and taxable profits
will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient tax profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited to the statement of income.
Annual Report & Financial Statements 2020
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
Financial Instruments
Financial assets
Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are
classified as loans and receivable financial assets, using the effective interest method less impairment. Interest is recognised by
applying the effective interest method, except for short-term receivables when the recognition of interest would be immaterial.
Financial liabilities
All financial liabilities are initially measured at fair value plus directly attributable transaction costs and subsequently measured
at amortised cost using the effective interest method, other than those categorised as fair value through profit or loss. Financial
liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the reporting date.
Equity instruments
Instruments classified as equity are measured at cost and are not remeasured subsequently.
Critical accounting judgements and key areas of estimation uncertainty
Share based compensation
The Group issues equity settled share based payments to certain Directors and employees, which have included grants of
options in the current period. Equity settled share based payments are measured at fair value at the date of grant, with the
charge being recognised within the statement of comprehensive income over the period of service to which the grant relates.
The fair value of share options is measured using a Black-Scholes framework. The Directors have used judgement in the
calculation of the fair values of the share based compensation which has been granted during the period, and different
assumptions in the model would change the financial result of the business.
Warrants
The Group issues warrants to certain Directors and third parties, which have included grants of warrants in the current period.
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.
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Audioboom Group plc
FINANCIAL STATEMENTS
2.
Revenue
Subscription
Advertising
2020
US$’000
463
26,319
26,782
2019
US$’000
327
21,983
22,310
The Directors consider the Group to operate within one operating segment, content related revenue, and consequently
expenditure and balance sheet analysis is not presented between subscription and advertising services.
Geographical information
The Group’s operations are principally located in the UK and the USA. The main assets of the Group, cash and cash equivalents,
are held in Jersey.
The Group’s revenue from external customers by geographical location is detailed below:
United Kingdom
Rest of the World
USA
2020
US$’000
1,638
36
25,108
26,782
2019
US$’000
2,137
57
20,116
22,310
The Group invoiced 39% of its income to three customers who represented more than 10% of the reported revenues.
The Group currently has three geographic revenue regions, however, as the Group’s controlling operations are primarily based
in the UK, there is no separation of income, expenditure and sections of the balance sheet for the purposes of segmental
reporting.
3. Operating loss
Operating loss for the period has been arrived at after charging the following:
Depreciation of property, plant & equipment
Amortisation and impairment of intangible assets
Staff costs (refer to note 5 for detail)
2020
US$’000
2019
US$’000
60
–
5,781
60
2,420
6,142
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
4.
Auditor’s remuneration
Audit services
Fees for the audit of the consolidated annual financial statements and
the audit of the Company’s subsidiaries pursuant to legislation
Non-audit services
Tax compliance and advisory services
5.
Staff costs
Average number of production, editorial and sales staff
Average number of management and administrative staff
Wages and salaries
Social security costs
Pension costs (defined contribution scheme)
Share based payments
2020
US$’000
2019
US$’000
74
–
74
2020
Number
31
6
37
73
9
82
2019
Number
32
8
40
US$’000
US$’000
4,613
362
206
600
5,781
4,597
348
21
976
6,142
Details of Directors’ remuneration are set out in the Remuneration Committee Report on pages 25 to 28.
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Audioboom Group plc
FINANCIAL STATEMENTS
6.
Finance costs
Depreciation – lease interest (see note 15)
SPV loan interest and arrangement fee
2020
US$’000
97
113
210
2019
US$’000
97
–
97
On 7 February 2020, the Company announced that it had entered into a two-year US$4 million secured loan facility
arrangement (the "Facility") with SPV Investments Limited. To date, US$0.7 million of the Facility has been drawn down, and
subsequently repaid in November 2020. As at 31 December 2020, US$3.3 million of the non-revolving loan facility remains
undrawn and the Company has no debt. The Facility attracted an arrangement fee of US$80,000 and the Company incurred
8% interest annualised on amounts drawn (US$33,000).
Taxation
7.
Current tax
No liability to UK corporation tax arose on ordinary activities for the 12 months ended 31 December 2020 nor for the
12 months ended 31 December 2019. The tax credit for 2019 arose in respect of research and development.
Tax reconciliation
The taxation credit on the loss for the period differs from the amount computed by applying the corporation tax rate to the
loss before tax for the following reasons:
Loss on ordinary activities before tax
Tax at UK corporation tax rate of 19.00% (2019: 19.00%)
Expenses not deductible for tax purposes
Additional deductions for R&D expenditure
Surrender of tax losses for R&D tax credit refund
Deferred tax not recognised
Effect of share based payments
Tax credit and effective tax rate for the period
Current tax
UK corporation tax on losses in the current year
Deferred tax credit
Tax credit recognised in the consolidated statement of income
2020
US$’000
(3,297)
(626)
35
–
–
453
138
–
2019
US$’000
(7,540)
(1,433)
534
(28)
9
425
272
(221)
2020
US$’000
2019
US$’000
–
–
–
(18)
(203)
(221)
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
The Group has carried forward losses amounting to US$35.6 million as of 31 December 2020 (2019: US$34.8 million). During
the prior year, the Company impaired its intangible assets in full, and therefore the deferred tax liability was derecognised in full.
There was a deferred tax liability of US$nil (2019: US$nil).
8.
Corporate transaction costs
On 19 February 2020, the Company announced that it had commenced a formal sale process (“FSP”) under the Takeover Code
as part of the Board’s strategic review. On 14 October 2020, the Company announced that the FSP had ended and that it
would focus on further organic growth. The Group recognised US$167,000 of costs in relation to corporate fees incurred
during the FSP.
9.
Loss per share
Basic earnings per share is calculated by dividing the loss attributable to shareholders by the weighted average number of
ordinary shares in issue during the period.
IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings
per share, or increase the loss per share. For a loss-making company with outstanding share options, the net loss per share
would be decreased by the exercise of options. Therefore, as per IAS33:36, the anti-dilutive potential ordinary shares are
disregarded in the calculation of diluted EPS.
The Company completed a 100:1 share consolidation on 21 June 2019 and the calculations set out below reflect this.
Reconciliation of the loss and weighted average number of shares used in the calculation are set out below:
Weighted average
number of shares
Loss
Per share amount
2020
Thousand
US$’000
Cents
Basic and diluted EPS
Loss attributable to shareholders:
– Continuing and discontinued operations
(3,297)
14,276
(23)
2019
Thousand
US$’000
Cents
Basic and diluted EPS
Loss attributable to shareholders:
– Continuing and discontinued operations
(7,319)
13,385
(55)
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FINANCIAL STATEMENTS
10. Property, plant and equipment
Furniture &
equipment Computers Technical Studio
US$’000 US$’000 US$’000 US$’000
Total
US$’000
Cost
At 31 December 2019 53 224 3 124
Additions 2 4 – –
Disposals (29) – – –
Foreign exchange effect – (5) – –
At 31 December 2020 26 223 3 124
Depreciation
At 31 December 2019 42 128 3 91
Charge for the period 5 37 – 18
Disposals (29) – – –
Foreign exchange effect (4) (5) – –
At 31 December 2020 14 160 3 109
Net book value
At 31 December 2019 11 96 – 33
At 31 December 2020 12 63 – 15
404
6
(29)
(5)
376
264
60
(29)
(9)
286
140
90
11. Subsidiaries
As at 31 December 2020, Audioboom Group plc held more than 20% of the share capital of the following companies:
Registered office
Class of shares
% held by parent
Audioboom Limited
57 Southwark Street, City Bridge House,
Southwark, SE1 1RU
Ordinary
Audioboom Inc.
251 Little Falls Drive, Wilmington, Delaware 1980, USA Ordinary
Audioboom India
PVT Limited
Austin Advertising Inc.
Office # 5, Silver Fern Commercial, 3rd Floor,
Near Karve Statue, Karve Road, Kothrud,
Pune 411038, Maharashtra, India
1013 Centre Road, Suite 403S, Wilmington,
Delaware 19805, USA
100%
100%
100%
Ordinary
Ordinary
100%
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Audioboom Inc and Audioboom India PVT Limited are held through Audioboom Limited. Austin Advertising Inc is held through
Audioboom Inc. During the period, SONR News Limited, a dormant UK subsidiary, was dissolved and struck off the
Companies House register.
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
12. Trade and other receivables
Amounts receivable for the sale of goods and services
Allowance for doubtful debts
Net receivables
Other receivables
Prepayments and accrued income
Taxes recoverable
2020
US$’000
2019
US$’000
6,358
–
6,358
240
1,383
47
8,028
5,263
(28)
5,235
288
1,536
62
7,120
The average credit period taken on sales of goods and services is 87 days (2019: 86 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$257,000 (2019: US$584,000)
which are past due at the reporting date.
Having considered the Group’s exposure to bad debts and the probability of default by customers, no expected credit losses
have been recognised in accordance with IFRS 9.
Accrued income carried forward into 2021 is US$0.5 million (2019: US$0.8 million).
13. Trade and other payables
Current liabilities
Trade payables
Other taxes and social security
Accruals
Other payables
Lease liability
Trade and other creditors due within less than one year
Non-current liabilities
Lease liability due within more than one year
Total trade and other payables
2020
US$’000
2019
US$’000
4,158
30
1,216
11
252
5,667
636
6,303
3,918
55
1,492
56
340
5,861
1,029
6,890
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average
credit period taken for trade purchases is 65 days (2019: 72 days). The Group has financial risk management policies in place
to ensure that all payables are paid within the credit time frame.
The Group records negligible deferred income and therefore no analysis of contract liabilities has been provided.
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FINANCIAL STATEMENTS
14. Stated capital account
On 21 June 2019, the Company consolidated every 100 existing ordinary shares of no par value into one new ordinary share
of no par value and the numbers below are adjusted to reflect this.
At 31 December 2018
Shares issued in the period
Shares issued at 130p each
Shares issued at 250p each
At 31 December 2019
Shares issued in the period
Share options exercised
Shares issued at 225p each
At 31 December 2020
No. of
shares
11,732,910
1,152,847
1,120,000
14,006,757
267,737
1,400,000
15,674,494
Share
capital
US$’000
–
–
–
–
–
–
–
Share
premium
US$’000
50,883
1,931
3,396
56,210
539
4,072
60,821
There is no authorised share capital and all shares rank pari passu. All issued share capital is fully paid up. All ordinary shares
have no par value.
15. Right of use asset leases
Amounts recognised on the balance sheet
Right of use assets
Buildings
Lease liabilities
Current
Non-current
2020
US$’000
2019
US$’000
822
252
636
888
1,300
340
1,029
1,369
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Amounts recognised on the consolidated statement of comprehensive income
Depreciation charge of right of use assets
Buildings
Interest expense
Total cash outflow for leases
2020
US$’000
2019
US$’000
(257)
(86)
(343)
(331)
(97)
(428)
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
The breakdown of changes in lease liabilities for the year ended 31 December 2020 is as follows:
Balance at 1 January
On application of IFRS 16
Payment of lease liabilities
Imputed lease interest costs
Disposals
Foreign exchange
Balance at 31 December
16. Operating lease arrangements
The Group as lessee
Lease payments under operating leases recognised as an expense in the year
2020
US$’000
2019
US$’000
1,369
–
(411)
86
(150)
(6)
888
2020
$’000
70
–
1,723
(433)
97
–
(18)
1,369
2019
$’000
–
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
49
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49
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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.
17. Related party transactions
Content funding facility
On 17 June 2019, the Company agreed a content funding facility with SPV Investments Ltd (‘SPV), a special purpose vehicle.
SPV was established and is owned equally by Michael Tobin, the Company’s Chairman, and Candy Ventures sarl, the Company’s
largest shareholder. The SPV was established to provide minimum revenue guarantees of up to US$4 million to certain leading
new and existing content partners of the Company. Audioboom pays the SPV 8% of the net advertising revenue (after paying
the content partner its share) received by Audioboom, in relation to those podcasts. The underlying providers of the guarantees
were to be granted 25,000 warrants to subscribe for ordinary shares in the Company for every US$1 million of guarantee
provided, subject to a maximum of 100,000 warrants. The exercise price of all warrants associated with the SPV content funding
facility is £3.30 per ordinary share each, with such warrants being exercisable for five years from grant. The initial use of the
content funding facility was to provide a guarantee of US$1 million in June 2019. The second guarantee provided by the SPV
in January 2020 of US$1.75 million led to a grant of an aggregate of 43,750 warrants split equally between Michael Tobin and
Candy Ventures sarl. The third guarantee provided by the SPV in December 2020 of US$2.2 million led to a grant of 31,250
warrants split equally between Michael Tobin and Candy Ventures sarl. In the prior year, a guarantee by the SPV in June 2019
led to a grant of an aggregate of 25,000 warrants split equally between Michael Tobin and Candy Ventures sarl. A total of
100,000 warrants have now been issued pursuant to the facility, which is the maximum number of warrants being capable of
issue in this regard. Following the third use of the content funding facility, as at 31 December 2020 the amount remaining
available under the facility was approximately US$1.1 million.
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Audioboom Group plc
FINANCIAL STATEMENTS
US$4 million loan facility
In February 2020, the Company announced a US$4 million secured loan facility arrangement (the “Facility”) with SPV. The
Facility attracts interest at a rate of 8 per cent. per annum on drawn down funds, together with a US$80,000 arrangement fee
payable on the first draw down, equivalent to 2 per cent. of the full US$4 million available under the Facility. The accrued
interest is payable at the date of repayment of the principal amount outstanding. The latest date for repayment is 24 months
from the commencement of the Facility, however it may be repaid earlier at the Company’s election. Any amounts repaid will
not be available for subsequent drawdown. The Facility is secured against the assets of Audioboom Limited and contains
events of default which are customary in nature for this type of loan facility. To date, US$0.7 million has been drawn down
under the Facility and this was repaid in full in November 2020 (including interest and loan arrangement fees amounting to
US$113,000). As at 31 December 2020, US$3.3 million of the non-revolving Facility remained undrawn.
Remuneration of key management personnel
The remuneration of key management personnel of the Group, excluding Directors, is set out below in aggregate for each of
the categories specified in IAS 24 Related Party Disclosures.
Short-term employment benefits
Post-employment benefits
2020
US$’000
2019
US$’000
–
–
–
77
–
77
Details of Directors’ remuneration are set out in the Remuneration Committee Report on pages 25 to 28.
18. Share-based payments
On 21 June 2019, the Company consolidated every 100 existing ordinary shares of no par value into one new ordinary share
of no par value and the numbers below are adjusted to reflect this.
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:
2020
2019
Outstanding at beginning of period
Granted during the period
Forfeited/lapsed during the period
Exercised during the period
Outstanding at end of period
Exercisable at end of period
Number of
share options
1,212,643
271,500
(177,669)
(267,737)
1,038,737
547,379
Weighted
average
exercise
price (£)
1.759
1.840
1.533
1.464
1.822
1.845
Number of
share options
563,644
809,600
(160,601)
–
1,212,643
631,960
Weighted
average
exercise
price (£)
1.937
1.613
1.610
–
1.759
1.837
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
The options outstanding at 31 December 2020 had a weighted average exercise price of £1.82, and an average remaining
contractual life of 8 years. The inputs into the Black-Scholes model are as follows:
Weighted average share price
Weighted average exercise price
Expected volatility
Expected life
Risk-free rate
Expected dividend yield
2020
1.863
1.863
85%
10 years
0.5%
0%
2019
2.906
1.717
85%
10 years
0.5%
0%
Expected volatility was determined by assessing the share price volatility from the prior year. The Group recognised total
expenses of US$600,000 related to equity-settled share-based payment transactions for the 12-month period ended
31 December 2020 (12 months to 31 December 2019: US$976,000).
Share option charge
Warrant charge
2020
US$’000
600
115
715
2019
US$’000
976
453
1,429
At the period end, the Company had in issue outstanding share warrants for a total of 520,000 shares (2019: 445,000 shares)
with a weighted average exercise price of £3.12 (2019: £3.08). 320,000 (2019: 245,000) of the warrants were exercisable at
the period end, and the balance may become exercisable subject to performance conditions.
19. Content partner minimum guarantees
In order to attract and retain leading podcast partners, the Group offers certain partners minimum revenue guarantees (“MG”)
over the life of the agreement between the parties. The MG offers guaranteed revenue over the life of the agreement in the
form of monthly payments and/or an upfront advance payment, which is then recouped over the life of the agreement, thus
reducing future expected payments proportionally. The MGs provided secure the right of access to future content and therefore
the expenditure in relation to these guarantees is recognised over the term of the contract. The content providers’ obligations
are discharged to the Group over the term of the contract in line with when the Group consumes the benefit of these
obligations. In accordance with IFRS 9, no liability is recognised at the date of the contract as the MG relates to future
performance obligations of the content provider.
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Audioboom Group plc
FINANCIAL STATEMENTS
MG expenditure committed in 12 months or less
MG expenditure committed in more than 12 months
Total MG amount committed to expenditure
MG amount that is backed by the SPV content funding facility
MG amount available in SPV content funding facility
Total SPV content funding facility
20. Financial instruments
Capital risk management
2020
US$’000
6,585
1,226
7,811
2020
US$’000
2,881
1,119
4,000
2019
US$’000
3,946
73
4,019
2019
US$’000
500
3,500
4,000
The Group manages its capital to ensure that entities in the Group will be able to meet their financial obligations as they arise
while maximising the return to stakeholders. The capital structure of the Group consists of cash and cash equivalents and
equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the
consolidated statement of changes in equity. As at the period end, the Group did not have any external borrowings and was
not subject to externally imposed capital requirements. In February 2020, the Company secured a US$4 million debt facility
with two related parties (see note 17).
Categories of financial instruments
Loans & receivables
Trade and other receivables
Cash and cash equivalents
Financial liabilities at amortised cost
Trade and other payables
2020
US$’000
2019
US$’000
6,599
3,257
4,168
5,523
1,992
3,975
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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.
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FINANCIAL STATEMENTS
Notes
(continued)
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.
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 2020 was:
Current
Over 30 days
Over 60 days
90 days +
US$3,079
48%
US$1,944
31%
US$1,078
17%
US$257
4%
Total
US$6,358
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 13 for more detail on the trade payables payment
period.
Fair value of financial instruments
The fair value of other non-derivative financial assets and financial liabilities are determined in accordance with generally
accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions.
21. Post balance sheet events
On 17 February 2021, 7,665 new Ordinary Shares were issued to satisfy the exercise of existing share options under the
Company’s Share Option Scheme 2014 by an employee. Therefore, the total number of Ordinary Shares and voting rights in
the Company is 15,682,159 at the date of this report.
On 17 February 2021, Audioboom Inc received a US$373,615 Paycheck Protection Program loan from HSBC Bank USA
operating under the US Small Business Administration where financial support is given to US domiciled companies during the
Covid-19 pandemic. The loan will be forgiven should Audioboom Inc not reduce headcount during the loan period.
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AUDIOBOOM GROUP PLC
(Incorporated and registered in Jersey with registered number 85292)
NOTICE OF ANNUAL GENERAL MEETING 2021
Tuesday, 20 April 2021 at 1.00 p.m.
To be held at
The Old Rectory, 72 St. Marychurch Street, London SE16 4HZ
Due to Covid-19 and the restrictions and recommendations applicable in the United Kingdom to prevent its spread, the
Company has again had to make changes to the way the Annual General Meeting is to be held. Shareholders should not
attempt to attend the AGM in person as no admission will be permitted. Instead, please complete and return a Form of
Proxy following the instructions in this document to cast your vote.
The only people who will be permitted entry to the AGM are Michael Tobin, the Chairman of the Company, as the chairman
of the meeting and a person representing a shareholder by proxy to ensure the meeting is quorate. The person attending
has already been selected and any members who seek to attend the AGM will not be allowed entry. This is to enable the
Company to comply with both its legal obligations under The Companies (Jersey) Law 1991 and the measures relating to
Covid-19.
Shareholders are therefore requested to return and complete a Form of Proxy, either in hard copy or through CREST,
appointing the chairman of the meeting as their proxy and providing instructions to vote in favour or against the resolutions.
Discretionary votes are permissible, but will be cast on resolutions at the Chairman’s absolute discretion. While shareholders
are entitled to appoint persons other than the chairman of the meeting as their proxy, given present circumstances, such
persons will not be permitted entry into the meeting and therefore will not be able to vote on your behalf.
Investor Presentation
Due to the AGM attendance restrictions, Stuart Last (Chief Executive Officer) and Brad Clarke (Chief Financial Officer) will
provide a live presentation (which will focus on the Q1 2021 Trading Update) via the Investor Meet Company platform on
20 April 2021 at 4.00 p.m. The presentation is open to all existing and potential shareholders. Questions can be submitted
pre-event via the Investor Meet Company dashboard up until 9.00 a.m. the day before the meeting or at any time during
the live presentation. Management may not be in a position to answer every question it receives but will address those it
can while remaining within the confines of information already disclosed to the market.
Investors can sign up to
Investor Meet Company for free and can register to meet Audioboom via:
https://www.investormeetcompany.com/audioboom-group-plc/register-investor. Investors who already follow Audioboom
on the Investor Meet Company platform will automatically be invited.
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Audioboom Group plc
NOTICE OF AGM
Notice of Annual General Meeting
Audioboom Group plc
(incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 85292)
Notice is given that the annual general meeting of the members of the Company will be held at The Old Rectory,
72 St. Marychurch Street, London SE16 4HZ on Tuesday 20 April 2021 at 1.00 p.m. to consider and, if thought fit, pass the
following resolutions. Resolutions 1 to 4 will be proposed as ordinary resolutions and Resolutions 5 and 6 will be proposed as
special resolutions.
ORDINARY BUSINESS
1. To receive and adopt the Report of the Directors and the audited accounts of the Company for the year ended 31 December
2020 together with the report of the auditors thereon.
2. To re-elect Michael Tobin who retires at the meeting and who, being eligible, offers himself for re-election as a director of
the Company (each a Director and together the Directors).
3. To re-appoint haysmacintyre as auditors of the Company from the conclusion of this meeting until the conclusion of the
next general meeting at which accounts are laid before the Company and to authorise the Directors to fix their
remuneration.
SPECIAL BUSINESS
4. That the Directors be and they are hereby generally and unconditionally authorised in accordance with Article 6.2 of the
Articles of Association of the Company (Articles) to exercise all the powers of the Company to allot ordinary shares of no
par value in the capital of the Company (Ordinary Shares) and to grant rights to subscribe for, or to convert any security
into, Ordinary Shares up to a maximum of 5,225,000 Ordinary Shares, being approximately one third of the current issued
share capital of the Company. The authority conferred on the Directors under this Resolution 4 shall expire at the earlier
of the conclusion of the next annual general meeting of the Company and the date falling 18 months after the passing of
this Resolution save that the Company may before such expiry make an offer or agreement which would or might require
Ordinary Shares to be allotted or rights to subscribe for, or to convert any security into, Ordinary Shares to be granted
after such expiry and the Directors may allot Ordinary Shares or grant rights to subscribe for, or to convert any security
into, Ordinary Shares (as the case may be) in pursuance of such an offer or agreement as if the authority conferred hereby
had not expired.
5. That, subject to the passing of Resolution 4, the Directors be and they are hereby empowered pursuant to Article 6.7 of
the Articles to allot equity securities (within the meaning of Article 6.6) for cash or otherwise pursuant to the authority
conferred by Resolution 4, as if Article 6.3 did not apply to any such allotment, provided that this power, shall be limited
to the allotment of equity securities consisting of, or the right to subscribe for, or convert any security into shares in the
Company, up to a maximum of 1,567,500 Ordinary Shares, being approximately 10% of the current issued share capital of
the Company, and this authority shall expire at the earlier of the conclusion of the next annual general meeting of the
Company and the date falling 18 months after the passing of this Resolution, except that the Company may before such
expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had
not expired.
6. That the Company be and is hereby generally and unconditionally authorised to make one or more market purchases of
Ordinary Shares pursuant to Article 57 of the Companies (Jersey) Law 1991 as amended (the Law) provided that:
6.1
the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 2,349,600
(being approximately 14.99 % of the share capital of the Company in issue as at the date of this document);
6.2
the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 1 penny;
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Audioboom Group plc
NOTICE OF AGM
6.3
6.4
6.5
the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to 105%
of the average of the middle market quotations for an Ordinary Share taken from the London Stock Exchange Daily
Official List for the five business days immediately preceding the date on which any Ordinary Share is contracted
to be purchased by the Company;
the Directors can, prior to each such purchase, make the solvency statement required by the Law and fulfil all other
requirements of the Law in relation to purchases of a company’s own shares;
this authority will expire at the conclusion of the next annual general meeting of the Company held after the date
on which this resolution is passed or, if earlier, 18 months after that date;
6.6
this authority shall only be capable of variation, revocation or renewal by special resolution of the Company; and
6.7
the Company may make a contract or contracts to purchase Ordinary Shares under this authority before this
authority expires which will or may be executed and completed wholly or partly after its or their expiration and may
make a purchase of Ordinary Shares in pursuance of any such contract or contracts after its or their expiration.
By order of the board
AST Secretaries Limited
Company Secretary
Registered office:
PO Box 264
Forum 4
Grenville Street
St Helier
Jersey JE4 8TQ
Date:
23 March 2021
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Audioboom Group plc
NOTICE OF AGM
Notice of Annual General Meeting
(continued)
Notes
Due to Covid-19 and the restrictions and recommendations applicable in the United Kingdom to prevent its spread, the
Company has again had to make changes to the way the Annual General Meeting is to be held. Shareholders should not
attempt to attend the AGM in person as no admission will be permitted. Instead, please complete and return a Form of
Proxy following the instructions in this document to cast your vote.
The only people who will be permitted entry to the AGM are Michael Tobin, the Chairman of the Company, as the chairman
of the meeting and a person representing a shareholder by proxy to ensure the meeting is quorate. The person attending
has already been selected and any members who seek to attend the AGM will not be allowed entry. This is to enable the
Company to comply with both its legal obligations under The Companies (Jersey) Law 1991 and the measures relating to
Covid-19.
Shareholders are therefore requested to return and complete a Form of Proxy, either in hard copy or through CREST,
appointing the chairman of the meeting as their proxy and providing instructions to vote in favour or against the resolutions.
Discretionary votes are permissible, but will be cast on resolutions at the Chairman’s absolute discretion. While shareholders
are entitled to appoint persons other than the chairman of the meeting as their proxy, given present circumstances, such
persons will not be permitted entry into the meeting and therefore will not be able to vote on your behalf.
1. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend and (on a
poll) vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a
proxy using the procedures set out in these notes and the notes to the proxy form.
2. Under Jersey law a special resolution requires a two-thirds rather than three quarters majority of those voting at the meeting
in person or by proxy to vote in favour of the resolution.
3. Pursuant to Article 40(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company has specified that
only those members registered on the register of members of the Company at close of business on 16 April 2021 shall be
entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes
to the register of members after this time will be disregarded in determining the rights of any person to attend and vote at
the meeting.
4. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to
appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the
proxy form.
5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You
may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you
must complete a separate proxy form for each proxy and specify against the proxy’s name the number of shares over which
the proxy has rights. If you are in any doubt as to the procedure to be followed for the purpose of appointing more than one
proxy you must contact Link Group, the Company’s registrar. If you fail to specify the number of shares to which each proxy
relates, or specify a number of shares greater than that held by you on the record date, proxy appointments will be invalid.
6.
If you do not indicate to your proxy how to vote on any resolution, your proxy will vote or abstain from voting at his
discretion. Your proxy will vote (or abstain from voting) as he thinks fit in relation to any other matter which is put before
the meeting.
7. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against
a resolution.
8. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold his vote.
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Audioboom Group plc
NOTICE OF AGM
9. To appoint a proxy using the proxy form, it must be:
9.1
completed and signed;
9.2
sent or delivered to PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL; and
9.3
received no later than 1.00 p.m. on 18 April 2021.
10. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its
behalf by an officer of the company or an attorney for the company.
11. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power
or authority) must be included with the proxy form.
Appointment of proxy by joint members
12. In the case of joint holders of shares, where more than one of the joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder (being the first named holder in respect of the shares in the Company’s
register of members) will be accepted.
Changing proxy instructions
13. To change your proxy instructions simply submit a new proxy appointment using the method set out above. Note that the
cut off time for receipt of proxy appointments specified in those paragraphs also applies in relation to amended instructions.
Any amended proxy appointment received after the specified cut off time will be disregarded.
14. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another
hard copy proxy form, please contact the Company.
15. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt
of proxies will take precedence.
Termination of proxy appointments
16. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly
stating your intention to revoke your proxy appointment to the Company. In the case of a member which is a company, the
revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an
attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a
duly certified copy of such power or authority) must be included with the revocation notice.
17. The revocation notice must be received by the Company no later than 1.00 p.m. on 18 April 2021.
18. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to
paragraph 19 below, your proxy appointment will remain valid.
19. Appointment of a proxy does not preclude you from attending the meeting and voting in person but you should note that
you are strongly discouraged from attending in person this year. If you have appointed a proxy and attend the meeting in
person, your proxy appointment will automatically be terminated.
CREST
20. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do
so for the Annual General Meeting to be held at 1.00 p.m. on 20 April 2021 and any adjournment(s) thereof by using the
procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those
Annual Report & Financial Statements 2020
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Audioboom Group plc
NOTICE OF AGM
Notice of Annual General Meeting
(continued)
CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service
provider(s), who will be able to take the appropriate action on their behalf.
21. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s
specifications and must contain the information required for such instructions, as described in the CREST Manual. The
message must be transmitted so as to be received by the Company’s agent, Link Registrars Limited (CREST Participant
ID: RA10), no later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be
taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which
the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
22. CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings
and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed
a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be
necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsor or voting service provider are referred in particular to those
sections of the CREST Manual concerning practical limitations of the CREST system and timings.
23. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Total voting rights
24. As at 23 March 2021, the Company’s issued share capital comprises 15,686,005 ordinary shares of no par value. Each
ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting
rights in the Company as at 23 March 2021 is 15,686,005.
Communication
25. Except as provided above, members who have general queries about the meeting should contact Link Group, 10th Floor,
Central Square, 29 Wellington Street, Leeds LS1 4DL.
62 Annual Report & Financial Statements 2020
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Audioboom Group plc
NOTICE OF AGM
Explanatory Information for the Resolutions
The following explanatory information is provided by way of background to the special business of the meeting:
Authority of Directors to allot shares (Resolution 4 – ordinary resolution)
The authority given to the Directors to allot further shares in the capital of the Company requires the prior authorisation of
the shareholders in general meeting pursuant to the Company’s articles of association. The authority granted at the Company’s
last Annual General Meeting is due to expire at this year’s Annual General Meeting.
Accordingly, Resolution 4 will be proposed as an ordinary resolution to grant new authorities to allot shares and grant rights
to subscribe for, or convert any security into, shares up to a maximum of 5,225,000 ordinary shares. This represents
approximately one third of the current total issued ordinary share capital of the Company, in accordance with current guidelines.
This authority will expire immediately following the Annual General Meeting in 2022 or, if earlier, 18 months following the
Resolution being passed.
Disapplication of pre-emption rights (Resolution 5 – special resolution)
If the Directors wish to exercise the authority under Resolution 4 and offer shares for cash, the Company’s articles of association
require that, unless shareholders have given specific authority for the waiver of the contractual pre-emption rights, the new
shares be offered first to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may
be in the best interests of the Company to allot new shares (or to grant rights over shares) for cash without first offering them
to existing shareholders in proportion to their holdings. The authority granted at the Company’s last Annual General Meeting
is due to expire at this year’s Annual General Meeting. Accordingly, Resolution 5 would authorise the Directors to disapply the
contractual pre-emption provisions.
This would provide the Directors with a degree of flexibility to act in the best interests of the Company by allotting shares for cash
to persons other than pro rata to existing shareholders up to a maximum of 1,567,500 ordinary shares. This represents approximately
10% of the current total issued ordinary share capital of the Company, in accordance with market practice. This authority will expire
immediately following the Annual General Meeting in 2022 or, if earlier, 18 months following the Resolution being passed.
Authority for the Company to purchase its own shares (Resolution 6 – special resolution)
The Company’s articles of association and the Companies (Jersey) Law 1991 permit the purchase by the Company of its own
shares subject to shareholders’ prior approval being obtained.
This Resolution is to authorise the Company to buy back up to 2,349,600 ordinary shares. The authority would expire at the
conclusion of the 2022 Annual General Meeting or, if earlier, 18 months following the Resolution being passed.
The Resolution specifies the maximum number of Ordinary Shares which may be purchased (representing 14.99 per cent of
the Company’s issued share capital) and the maximum and minimum prices at which they may be bought, reflecting the
requirements of the Companies (Jersey) Law 1991.
The Board has no present intention of exercising this power and the granting of this authority should not be taken to imply
that any ordinary shares will be purchased. No purchase of ordinary shares will be made unless the Board considers it to be in
the best interests of all shareholders.
Action to be taken
You will find enclosed a Form of Proxy for use at the Annual General Meeting. Please complete, sign and return the enclosed
form as soon as possible in accordance with the instructions printed thereon. Forms of Proxy should be returned so as to be
received by Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible and in any event
no later than 48 hours before the time appointed for holding the Annual General Meeting.
Recommendation
Your Directors consider that all the Resolutions to be put to the meeting are in the best interests of the Company and its
shareholders as a whole and unanimously recommend shareholders to vote in favour of all the Resolutions, as they intend to
do in respect of their own beneficial holdings.
Annual Report & Financial Statements 2020
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Perivan Financial Print 260792
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Audioboom Group plc
Overview
Audioboom Group plc (“Audioboom”) is a global leader in podcasting - our shows are downloaded
more than 85 million times each month by 25 million unique listeners around the world. Audioboom
is ranked as the 5th largest podcast publisher in the US by Triton Digital.
Audioboom's ad-tech and monetisation platform underpins a scalable content business that provides
commercial services for a premium network of 250 top tier podcasts, with key partners including
'Casefile True Crime' (US), 'Morbid' (US), 'True Crime Obsessed' (US), 'The Morning Toast' (US), 'No
Such Thing As A Fish' (UK) and 'The Cycling Podcast' (UK).
The Audioboom Originals Network is a slate of content developed and produced by Audioboom
including 'Baby Mamas No Dramas', 'Covert', 'It's Happening with Snooki & Joey', 'Mafia', 'Huddled
Masses' and 'What Makes A Killer'.
Audioboom operates internationally, with operations and global partnerships across North America,
Europe, Asia and Australia. The platform allows content to be distributed via Apple Podcasts, Spotify,
Pandora, Amazon Music, Deezer, Google Podcasts, iHeartRadio, RadioPublic, Saavn, Stitcher,
Facebook and Twitter as well as a partner's own websites and mobile apps.
For more information, visit audioboom.com.
Contents
Strategic Report
Chairman’s Statement
Chief Executive Officer’s Review
Principal Risks and Uncertainties
Governance
Board of Directors
Directors’ Report
Corporate Governance Report
Remuneration Committee Report
Audit Committee Report
3
4
11
14
16
20
25
29
Financial Statements
Independent Auditor’s Report
Consolidated Statement of
Comprehensive Income
Consolidated Statement of
Financial Position
Consolidated Cash Flow Statement
Consolidated Statement of
Changes in Equity
Notes
Notice of AGM
Notice of AGM
Explanatory Information
31
36
37
38
39
40
57
63
2020
Audioboom Group plc
Annual Report & Financial Statements