2021
Audioboom Group plc
Annual Report & Financial Statements
Audioboom Group plc
Overview
Audioboom Group plc (“Audioboom”) is a global leader in podcasting - our shows are downloaded
more than 126 million times each month by 34 million unique listeners around the world. Audioboom
is ranked as the fourth largest podcast publisher in the US by Triton Digital.
Audioboom’s ad-tech and monetisation platform underpins a scalable content business that provides
commercial services for a premium network of 250 top tier podcasts, with key partners including
‘Casefile True Crime’ (US), ‘Morbid’ (US), ‘True Crime Obsessed’ (US), ‘The Morning Toast’ (US), ‘No
Such Thing As A Fish’ (UK), and ‘The Cycling Podcast’ (UK).
Audioboom Studios is home to a slate of content developed and produced by Audioboom, including
‘Dark Air with Terry Carnation’, ‘F1: Beyond The Grid’, ‘RELAX!’, ‘Covert’, ‘It’s Happening with Snooki &
Joey’, ‘Mafia’, ‘Huddled Masses’ and ‘What Makes A Killer’.
Audioboom operates internationally, with operations and global partnerships across North America,
Europe, Asia and Australasia. The platform allows content to be distributed via Apple Podcasts, Spotify,
Pandora, Amazon Music, Deezer, Google Podcasts, iHeartRadio, RadioPublic, Saavn, Stitcher,
Facebook and Twitter as well as a partner’s own websites and mobile apps.
For more information, visit audioboom.com.
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
9
12
14
18
23
27
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
29
34
35
36
37
38
55
61
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
finnCap Limited
1 Bartholomew Close
London EC1A 7BL
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 2021
01
Audioboom Group plc
Highlights
For the year ended 31 December 2021
Financial and operating highlights
• 2021 revenue of US$60.3 million, up 125% on 2020 (US$26.8 million). Year-on-year growth outpaced the predicted wider
industry average growth by 108%(1)
• Maiden adjusted EBITDA(2) profit of US$3.1 million (US$1.8 million loss), with the Company recording positive adjusted
EBITDA(2) in every month of 2021
• Maiden annual net profit before tax of US$1.7 million (2020: US$3.3 million loss)
• Maiden total profit of US$7.0 million (2020: US$3.2 million loss), enhanced by recognition of deferred tax asset
• Average global monthly downloads for Q4 increased to 113 million, up 39% on Q4 2020 (81.7 million). Global downloads
in October 2021 reached a record 115.7 million
• Average brand advertiser count for Q4 of 396, up 32% on Q4 2020 (301)
• Average global revenue per 1,000 downloads (eCPM) for Q4 increased to US$55.85, up 49% (Q4 2020: US$37.55)
• Group cash of US$3.0 million (31 December 2020: US$3.3 million)
Key commercial developments
• Continued development of our production arm, Audioboom Studios, with the commercial success of Dark Air with Terry
Carnation, as well as the extension of our production partnership with Formula 1
• Enhanced our creator network through new commercial partnerships with leading podcasts, including Redhanded, The Way
I Heard It with Mike Rowe, Zane & Heath Unfiltered, Dark History, Hacks on Tap, and Spitballers
• Launch of key advertising technology, including inventory creation tool, AdRip, and our global automated advertising
marketplace, Showcase
Post year end highlights
• Record Q1 revenue of US$19.7 million, up 107% on Q1 2021 (US$9.5 million)
• Record Q1 adjusted EBITDA(2) profit of approximately US$0.9 million (Q1 2021: US$0.03 million)
• Average global monthly downloads increased for the ninth successive quarter to 126.2 million, up 45% on Q1 2021
(87.1 million). Global downloads in March 2022 reached a record 131.0 million
• Continued growth of Showcase, our global advertising marketplace. Revenue from advertising technology in Q1 2022 more
than 151% greater than in Q1 2021, and now contributing more than 11% to Group revenue
• Strong pricing due to robust advertising demand, with an Average Unit Rate (AUR) during the quarter for our top 25 podcasts
at US$14,295 vs Q1 2021’s AUR of US$6,455
• Further expansion of Audioboom Studios with new title launches including National Park After Dark, Can I Get In Your Pantry??
and Devils in the Dark, which reached number 1 on the UK True Crime podcast chart and the Top 15 of Apple’s overall
podcast chart
• Long-term renewal of key content partnerships in our Premium Network, including Casefile True Crime, Mile Higher, Strange
& Unexplained, Lights Out and The Sesh
• Launch of a new strategic partnership with leading radio and media company, NZME, to monetise Audioboom’s advertising
inventory in New Zealand
• To supplement available cash reserves, a £1.5 million overdraft with HSBC was implemented on 14 April 2022
• As of its trading update provided on 11 April 2022, the Company had contracted revenue in excess of US$60.5 million for
2022 through advance advertising bookings, underpinning expectations for the current financial year and higher than total
revenue in 2021
1)
2)
Interactive Advertising Bureau's May 2021 Podcast Advertising Revenue Study stated that US podcast advertising revenue was expected to grow by 60% in
2021 relative to 2020
Earnings before interest, tax, depreciation, amortisation, share based payments, non-cash foreign exchange movements and material one-off items
02 Annual Report & Financial Statements 2021
Audioboom Group plc
STRATEGIC REPORT
Chairman’s Statement
I am delighted to introduce these annual results which reflect
upon the fantastic performance of 2021 and a very strong
start to 2022.
As the Company bounced back from a somewhat Covid-
constrained 2020, the strength of its business model was
illustrated by 125% top-line growth (more than doubling the
projected growth of the wider industry), a maiden annual
profit and impressive growth across all of its KPIs and
operational areas. Market expectations were regularly
exceeded throughout the year.
It remains testament to the efforts of the management team
and all staff that the Company’s growth once again led to
increased market share and further cemented its position as one
of the world’s largest independent podcast companies in an
industry that continues its rapid maturity into mainstream media.
In his CEO Review, Stuart Last provides further detail around
the Company’s strategy and focus, component parts of the
business, operational and financial performance, the strong
start to 2022 and the outlook for the future.
I would like to take this opportunity to thank the entire
Audioboom team for their continuing professionalism and
commitment, and also to thank our shareholders and partners
for their loyalty and vision in supporting Audioboom as it
continues to grow. The Board and I look forward to the future
with considerable optimism and excitement.
Michael Tobin OBE
Chairman
22 April 2022
t
r
o
p
e
R
c
i
g
e
t
a
r
t
S
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
03
Audioboom Group plc
STRATEGIC REPORT
Chief Executive Officer’s Review
Introduction
I am pleased to report on a defining year for the business
which saw top-line growth of 125%, our maiden EBITDA and
net profit, and the transformation of shareholder value. Our
phenomenal performance has positioned us as the world’s
leading pure-play podcast business and increased our market-
share significantly. Our innovation led to the launch of new
best-in-class advertising technology tools, the scaling of our
platform and new levels of success for our creator partners
and advertisers.
In the first quarter of 2021 we felt the final effects of the
Covid-19 pandemic, but advertisers returned to the medium
quickly, driving strong demand and high pricing for our key
content. At the same time we expanded our creator network
significantly, with increased consumption of our shows driving
us to 4th position on the Triton Digital podcast publisher ranker
in the US.
During the second quarter we debuted Dark Air with Terry
Carnation – our most successful original production to date –
and we brought new top tier shows to the network, including
Dark History, RedHanded and Zane & Heath Unfiltered.
The launch of our proprietary inventory creation tool, AdRip,
in Q3 2021 had an immediate positive impact on the business.
AdRip enables back catalogue content to be monetised
efficiently by automating the removal of embedded premium
advertising once an episode is 90 days old, and replacing it
with fresh ads each time it is listened to in the future.
In the final quarter of 2021 we launched Showcase, our
second advertising product, that enables brands to connect
with audiences at scale using automated ad-tech to target
advertising campaigns to listeners based on demographics,
location, content types and keywords.
Momentum has continued into 2022, with our recent trading
update highlighting strong revenue and EBITDA performance
during Q1. I am pleased to provide a further update on the
current year later in this report.
Strategy
Audioboom powers podcasting. Our platform connects the
world’s best podcast content with advertisers, and then
distributes it to audiences globally. We are an indispensable
component in podcasting’s 3-sided marketplace of audience,
advertiser and creator. Each is important to the successful
growth of the medium individually – but they require
Audioboom at the centre to connect them all, to ensure they
operate effectively and to extract maximum value for all.
The Audioboom platform is fully scalable. Today it handles
more than 8,000 content channels, 3,000+ advertisers, and
receives more than 126 million episode downloads monthly
by a unique audience of more than 34 million. With minimal
additional investment, the platform could handle exponentially
more podcast channels, advertising campaigns and listeners.
Audioboom’s growth strategy continues to focus on the
expansion of content within the platform, which happens in
three ways:
1. content acquisition – securing exclusive commercial rights
to monetise and distribute podcasts from leading creators;
2. content creation – developing and/or producing content
through our Audioboom Studios production arm;
3. content access – utilising our Sonic Influencer Marketing
unit to access advertising inventory outside of Audioboom’s
own network.
Commencing in 2017 Audioboom monetised this content
through the development of a Premium advertising offering
in which leading podcast hosts endorse products and brands
to their engaged audience natively within their shows. These
ads drive actions (in the form of attributable product sales) or
awareness. This advertising product is highly effective – the
combination of trusted influencers, engaged audiences,
Audioboom’s best-practice coaching for ad execution, and
third-party attribution data – and enables campaigns to be
sold at a premium price point.
In 2021 Audioboom added a secondary advertising offering
through Showcase, an automated tech-driven marketplace.
Showcase, which launched formally in November 2021 but
was operational across the year, is focused on optimising
revenue by monetising back catalogue content as well as the
long-tail of smaller podcasts on the platform via Dynamic Ad
Insertion (DAI). Our ad tech consolidates this large volume of
advertising inventory and exposes it to a portfolio of demand
04 Annual Report & Financial Statements 2021
Audioboom Group plc
STRATEGIC REPORT
channels which include international monetisation partners,
a new self-serve campaign booking platform, and a
programmatic ecosystem of more than 25 established
demand side platforms (DSPs) used by the biggest advertising
buyers in the world. Showcase offers advertisers the ability
to target advertising to audience location, content genres,
audience demographics or keywords.
To support the launch of Showcase, we developed a
proprietary inventory creation tool called AdRip. This tool
automates the removal of native Premium ad units once an
episode is 90 days old, and replaces them with markers that
enable Showcase to dynamically insert new, fresh advertising
into the episode every time it is listened to in the future. Back
catalogue content (episodes that are more than 90 days old)
makes up around 50% of our consumption - approximately
58 million downloads per month. This vast catalogue will
continue to grow, and can now be re-monetised efficiently.
In December 2021, Showcase achieved a key milestone,
contributing revenue of more than US$1 million on a monthly
basis to the business for the first time. We will continue to
expand Showcase during 2022 by adding more demand
channels to increase monetisation performance, including –
as recently announced - a strategic partnership with leading
radio and digital media company, NZME, who will monetise
Audioboom’s advertising inventory in New Zealand via our
Showcase platform. On the supply side, we expect to expose
more than 4 billion available impressions to advertisers in
Showcase during 2022.
The result of this development work is two clear products for
advertisers: a Premium offering, focused on the strongest
performing 250 shows in our network which enables brands
to utilise the powerful influence of the show’s host to
maximise impact of the advertising; and an efficient
automated offering that offers advertisers scale and
customisable audience targeting options.
recording, engineering and post-production; and branded
content, with shows and feature material being developed in
partnership with our brand advertisers.
Audioboom Studios is strategically valuable to the business,
delivering IP ownership and the strongest gross margin of any
of our advertising-based revenue lines. Audioboom Studios
content is our most premium product – its eCPM (revenue per
1000 downloads) is significantly higher than our creator
network. An additional benefit is the direct audience connection
that builds Audioboom as a creative production brand.
The expansion of Audioboom Studios is a key area of
investment for us. In Q4 2021 we began building a production
team in the UK, with the first UK-focused podcast launched
in February this year. Devils in the Dark was an immediate hit,
reaching number 1 on the UK’s True Crime chart and the top
15 of Apple’s overall podcast chart.
Overview of the Market
Audioboom’s position as the world’s leading pure-play podcast
publisher is highlighted by three trusted measurement
services - Triton Digital’s Podcast Reports, Podtrac’s Podcast
Ranker, and Edison’s Top Podcast Networks chart:
• In Triton Digital’s US ranker Audioboom is the 4th largest
publisher in terms of unique audience reach, and the
5th largest in terms of consumption (downloads);
• Audioboom also ranks as the 3rd largest publisher in both
Triton’s New Zealand and Australian reports;
• Audioboom would rank as the 3rd largest podcast
publisher if the Company took part in Podtrac’s industry
ranker, on both metrics – US unique audience and global
monthly downloads;
• In Edison Research’s list of top podcast networks,
Audioboom ranks as 6th for 2021 based on interviews with
weekly podcast listeners.
Another area of focus in the latter part of 2021 was the
expansion of our production business. In October we
consolidated all of our creative and production services under
the Audioboom Studios brand. This includes: our owned and
operated original concepts, in which we fully develop and
produce new shows with full intellectual property (IP) control;
our co-productions, such as our work with Formula 1 on the
official F1 podcast slate; production services including
On each measurement service Audioboom ranks as the
highest independent podcast publisher, as well as the highest
ranking pure-play podcast publisher.
The market continued to grow strongly in 2021. The
Interactive Advertising Bureau’s most recent revenue study,
compiled by PwC, projects the US market to have reached
$1.3 billion in 2021 – annual growth of 60%. Audioboom
Annual Report & Financial Statements 2021
05
t
r
o
p
e
R
c
i
g
e
t
a
r
t
S
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
STRATEGIC REPORT
Chief Executive Officer’s Review
(continued)
outperformed this growth significantly with our 125%
revenue growth in 2021, outpacing the wider industry
projections by 108%.
Operational Review
I am pleased to report a strong year of operational progress
across all areas of the business.
Audioboom has outperformed the industry’s growth in each
of the past four years - our average annual outperformance
of the industry is 70%.
The clearest and most significant result of this performance
is the growth of our market share over this four-year period.
In 2017 our market share was 1.9%, growing to 4.5% in 2021.
The podcast market is expected to continue its expansion,
with projected total growth of 62% over the next two years -
Audioboom is well positioned to take maximum advantage of
these industry tailwinds, and we expect to continue to grow
at a faster rate than the wider market, further increasing our
market share.
2021 saw more consolidation across the industry, although
transactions in the past year were at lower price points than
previous years and more focused on technology and data
rather than content. Notable corporate activity in 2021 and
Q1 2022 includes:
• Spotify’s acquisition of audio tech platform Whooska, and
data providers Chartable and Podsights;
• Amazon’s acquisition of hosting platform Art19 and the
finalisation of their acquisition of production house
Wondery;
• iHeartMedia’s acquisitions of ad tech and data business
Triton Digital;
KPIs
1. Brand advertiser count of 396 in Q4 2021, up 32% on Q4
2020 (301)
Brand advertiser count measures Audioboom’s active customers
for our Premium advertising product. Key drivers of this KPI
growth include: addition of new content genres to widen brand
appeal; overall market growth and expansion of brands
advertising in podcasts; optimal campaign performance with
agency campaigns resulting in new agency clients being added.
2. Revenue per 1,000 downloads (eCPM) for Q4 2021 increased
49% to US$55.85 (Q4 2020: US$37.55)
e-CPM is a measure of the value we extract from every 1,000
downloads on the platform, and how we optimise the supply
of available advertising inventory. Growth drivers for this KPI
include: increasing fill rates; increasing pricing; expansion of
Showcase to monetise back-catalogue content.
3. Global Monthly Downloads for Q4 2021 up 39% to
113 million (81.7 million in Q4 2020)
Global Monthly Downloads is an industry standard metric. It is
a measure for the scale of our platform, and enables accurate
comparisons to be drawn with our competitors. This data point
is measured using the Interactive Advertising Bureau’s most
recent Podcast Measurement Standard, and is verified by Triton
Digital – a leader in audio measurement.
• Global Media’s acquisition of podcast hosting platform
Content Acquisition
Captivate; and
• Acast’s IPO on Nasdaq North.
Audioboom’s business model, structure and financial
performance provides strong optionality on our future path.
Our global scale and ownership of technology and content
production will make us an attractive proposition for major
media or technology businesses looking to fast-track a
leadership position in podcasting. Alternatively, our profitable
business model sees us funded for continued growth and a
strong future as the leading independent player in the space.
Audioboom’s creator network saw strong growth in 2021 as
our dual advertising model delivered significant value to our
content partners. Opportunities to develop new partnerships
with top tier podcast creators gathered pace, driven by our
strong relationships with Hollywood talent agencies and
management companies.
Key new partnerships formed in 2021 included The Fantasy
Footballers, The Way I Heard with Mike Rowe, RedHanded, Dark
History, and Unfiltered with Zane & Heath. We also renewed
major creator partnerships in 2021 and post period with True
Crime Obsessed, Obsessed with Disappeared, Casefile, Mile
Higher, The Sesh and Lights Out.
06 Annual Report & Financial Statements 2021
Audioboom Group plc
STRATEGIC REPORT
Content Creation
In 2021 we launched our biggest commercial hit to date from
our original content and production arm - Dark Air with Terry
Carnation, a show written and starring Rainn Wilson (from the
US version of “The Office”).
Earlier in the year we also announced the deepening of our
production partnership with Formula 1, extending our role as
their official podcast partner through to 2023. As well as
producing their flagship show F1: Beyond The Grid, Audioboom
now produces a second podcast for Formula 1, F1 Nation.
In the first half of 2021 investment into content creation was
limited as we focused on ensuring the business reached its
maiden profitability goal. As we moved into the second half of
the year, with full confidence of achieving that goal, we began
to invest into our production arm, relaunching the unit as
Audioboom Studios, and expanding our development team
with a particular focus on the UK market. This investment in
H2 2021 has led to the successful launch of three new projects
from Audioboom Studios in the first quarter of 2022 - National
Park After Dark, Can I Get in Your Pantry?, and Devils in the Dark.
Audioboom Studios’ revenue in 2021 was US$2.4 million
(growth of 118% over 2020’s US$1.1 million), with a gross
margin of 40%.
Content Access
Sonic Influencer Marketing, our platform that enables brands
to purchase advertising inventory across the entire podcast
landscape, made significant progress in 2021, delivering
revenue to the Group of US$11 million (116% growth over
2020’s US$5.1 million).
In early 2021 we launched a new Salesforce-based inventory
management platform and a Tableau-based data platform for
Sonic. These platforms power new levels of intelligence
around audiences, pricing and campaign performance,
enabling Sonic to scale efficiently.
One key metric for Sonic is monthly revenue per client, which
highlights both the commercial growth of the unit, and also
its ability to scale effectively. In Q4 2021 this figure reached
$63,184 vs $30,224 in the same period in 2020.
Sonic has experienced a strong start to 2022, having booked
more advertising revenue for the year by the end of Q1, than
they achieved in the entirety 2021.
Financial Review
In 2021, the Company recorded revenue growth that more
than doubled the expected wider podcast industry growth. In
tandem with this, we had to guide the market to increase their
expectations of our performance over the year on seven
occasions. We continued to take market share versus our
competitors and the Company was profitable in every month
of 2021. We continued to build on our strong operation and
financial foundations and did so with an average headcount
of 37 staff, the same as in the prior year, continuing to be an
extremely efficient and focused organisation.
Revenue increased by 125% to US$60.3 million for 2021
from US$26.8 million in 2020. In 2021, 96% of Group
revenue was generated in the United States - which is the
largest and most developed market for podcasting, up from
94% in 2020 due to the continued growth in that territory -
including the exceptional growth of Marketplace revenue in
2021, as well as the third full year of trading at Sonic
Influencer Marketing.
Group gross margin decreased slightly to 22% in 2021 (2021:
23%) and Audioboom continues to have a mix of revenue
streams, contributing different gross margins. Direct revenue,
where advertising is placed on third party podcasts via the
Audioboom sales teams, yielded a 22% gross margin in 2021.
Marketplace contributed a 26% gross margin in 2021.
Audioboom Studios contributed a 36% gross margin in 2021
and, due to the higher associated gross margin, is a key area
of focus going forward for the Company. Sonic Influencer
Marketing contributes a gross margin of 12% and therefore,
despite the continued growth of this business, it does impact
the overall Group gross margin.
The Company continued to control overheads and we have
aligned staff globally to ensure that every employee
contributes to the growth of the business. We continue to
monitor the cost base closely and align it to the Company’s
operational demands and this will continue into 2022 as we
increase focus on areas that we believe can drive further
revenue growth, in Audioboom Studios, and further increased
Marketplace monetisation.
Annual Report & Financial Statements 2021
07
t
r
o
p
e
R
c
i
g
e
t
a
r
t
S
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
STRATEGIC REPORT
Chief Executive Officer’s Review
(continued)
The Company's overall trading for the period, as measured by
adjusted EBITDA (earnings before interest, tax, depreciation,
amortisation, share based payments, non-cash foreign
exchange movements and before exceptional items) recorded
a maiden profit of US$3.1 million, significantly improved from
the US$1.7 million loss in 2020.
The total profit before tax for the year demonstrated a maiden
profit of US$1.7 million, again significantly improved from the
US$3.3 million loss in 2020. The total maiden net profit of
US$7.0 million (2020: US$3.2 million loss) was due to the
recognition of a US$5.3 million (2020: US$nil) deferred tax
asset in relation to unutilised tax losses of US$22.5 million
(2020: US$nil) which can be utilised to offset tax arising on
future taxable profits. The cash outflow from operating
activities fell to US$0.8 million from US$3.3 million in 2020,
a 76% reduction.
The working capital cycle of the Company is now established
in terms of processes built and refined over the last four years.
Debtor collections continue to be good while we also
continue to reduce average payable days. The implementation
of the bespoke podcast advertising booking system in 2018,
continued improved cash collection and sustained revenue
growth has led to 2021 debtor days of 94 being comparable
to the 87 reported in 2020. It should be noted that a record
revenue quarter in Q4 of US$20.7 million contributed to the
year-end debtor day total being above the 2020 total and the
Company continues to incur very minimal bad debt write offs.
Average payable days reduced from 65 days in 2020 to
55 days in 2021.
Post period end, the US$4 million loan facility with SPV
Investments Limited ended in February 2022, and the
Company has secured a £1.5 million overdraft with HSBC
which will help towards any working capital requirements. The
US$4 million content funding facility from SPV Investments
Limited is due to expire in June 2022.
The financial results shown above illustrate that the drive to
increase revenues whilst maintaining strong cost management
is working and should deliver significant shareholder value as
the Company continues to take market share in the growing
podcast industry.
Trading Update and Outlook
2022 is set to be another successful year for Audioboom with
continued revenue expansion and growth in profitability.
Progress in the first quarter was strong – as recently
announced, we achieved Q1 revenue of US$19.7 million,
year-on-year revenue growth of 107% and adjusted EBITDA
profit of US$0.9 million. Demand for our advertising inventory
is high, with more than US$60.5 million of advertising
bookings already contracted for 2022 – more than our total
revenue for 2021. 2022 has started well in relation to
renewing key content partnerships in our Premium Network,
including new deals with Casefile True Crime, Mile Higher,
Strange & Unexplained, Lights Out and The Sesh. We are
working to renew further key content partnerships in the
coming months, maintaining the financial discipline that is
embedded in the contract renewal process. Should these
renewals be successful, we will update the market
expectations for 2022 at the appropriate time.
Showcase, our tech-based advertising product, is continuing
to expand faster than other areas of the business with
Q1 revenue 150% greater than the same period in 2021.
During the first quarter Showcase contributed more than 11%
of the Group’s revenue. We also added NZME – a leading
radio and media company in New Zealand – as a new
monetisation partner for Showcase. NZME will deliver revenue
against Audioboom’s consumption in New Zealand. During Q1
2022, we made more than 1 billion impressions available to
buyers within Showcase, delivering true global scale.
Our ambition is to build the world’s leading podcasting
business, and I am delighted with the start we have made in
2022, and look forward to the future with confidence. I would
like to thank our creators, clients, customers and partners, as
well as our incredibly talented Audioboom team and our
supportive shareholders as we look forward to another
exciting and successful year.
Stuart Last
Chief Executive Officer
22 April 2022
08 Annual Report & Financial Statements 2021
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, 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.
Forecasts have been prepared on a base case basis
and the Company’s available funds are expected to
be sufficient to continue to fund the Group’s
continued growth. The Company recorded a maiden
profit in 2021 and recorded positive cash generation
in the second half of 2021. To supplement available
cash reserves a £1.5 million overdraft with HSBC
was implemented on 14 April 2022.
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 commercial deals with
high quality third party content creators, and
renewing partnerships with key existing shows.
There is increasing competition in the industry to
both sign and secure these partnerships as larger,
well-funded media organisations and broadcasters
focus on podcasting. Key competitors in the
independent sector of podcasting include Spotify,
Amazon and Sirius XM.
As the industry professionalises, an increasing
amount of new business opportunities 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 2021
09
t
r
o
p
e
R
c
i
g
e
t
a
r
t
S
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
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, New Zealand 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.
Audioboom operates a content complaints
procedure that enables listeners to flag concerning
content directly to an editorial team made up of
senior staff members. The editorial team consider
complaints within the framework of our terms and
conditions, which give us unlimited rights to remove
content, remove content channels and block users
to ensure that we are 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.
10 Annual Report & Financial Statements 2021
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 22 April 2022 and was signed on its behalf by:
Stuart Last - Chief Executive Officer
t
r
o
p
e
R
c
i
g
e
t
a
r
t
S
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
11
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 noting that Michael
has now exercised all such
warrants, the Board consider that
Michael continues to exercise
independence as a Director.
12 Annual Report & Financial Statements 2021
Audioboom Group plc
GOVERNANCE
Background
and experience
Roger Maddock
Non-executive Director
Steven Smith
Non-executive Director
Roger worked in the finance
industry in Jersey from 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 2021
13
t
t
r
r
o
o
p
p
e
e
R
R
c
c
g
g
e
e
t
t
a
a
r
r
t
t
S
S
i
i
e
e
c
c
n
n
a
a
n
n
r
r
e
e
v
v
o
o
G
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
GOVERNANCE
Directors’ Report
The Directors present their report together with the audited financial statements for the period ended 31 December 2021.
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 11. 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 18 to 22 forms part of this report.
Results and dividends
The consolidated statement of comprehensive income for the period is set out on page 34. No dividend has been declared or
is proposed for the period (2020: 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 12 and 13.
31 December 2021 31 December 2020
Ordinary Ordinary
shares of Share shares of
no par value options no par value
Share
options
Brad Clarke – 235,000 –
Stuart Last 18,417 281,000 4,172
Roger Maddock 346,9611 – 343,4611
Steven Smith2 4,764 – 4,764
Michael Tobin 323,515 –3 290,820
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 2,197,602 ordinary shares in the Company as at 31 December 2021.
In addition, Nick Candy, a director and 90% shareholder of Candy Ventures sarl, is the holder of 135,000 ordinary shares and 120,000 warrants to subscribe for
ordinary shares. In addition, at the period end, Candy Ventures sarl held 50,000 warrants to subscribe for ordinary shares in connection with the provision of
guarantees by SPV Investments Limited (see note 16 to the financial statements)
3 at the period end, Michael Tobin held 300,000 warrants to subscribe for ordinary shares which were granted on his appointment to the Board. In addition,
Michael Tobin was interested in 50,000 warrants to subscribe for ordinary shares in connection with the provision of guarantees by SPV Investments Limited
(see note 16 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 23 to 26.
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 14.8%
AAQUA BV 15.4%
Nashida Islam-Bonnier 8.0%
Herald Investment Management Limited 5.6%
Michael Tobin 4.2%
1 including holdings via Candy Ventures sarl of which Nick Candy is a 90% shareholder
14 Annual Report & Financial Statements 2021
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 19 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 at least twelve months from the date of approval of the financial statements.
The Group ended the year with access to US$6.3 million of capital, being US$3.0 million of cash and US$3.3 million remaining
available to draw down under the loan facility arrangement with SPV Investments Limited. This loan facility subsequently ended
in February 2022, and in its place the Company have secured a £1.5 million overdraft facility with HSBC. The Board’s forecasts
for the Group, including due consideration of the business forecasting continuing positive EBITDA in 2022, projected increase
in revenues and decreasing cash-burn of the Group and taking account of reasonable possible adverse changes in trading
performance including changes outside of expected trading performance, indicate that the Group will have sufficient cash
available to continue in operational existence for the next 12 months from the date of approval of the financial statements
and beyond. Based on the Board’s forecasts, the Group considers that it will not require additional funding for the foreseeable
future for the purposes of meeting its liabilities as and when they fall due. The Board believes that the Group is well placed to
manage its business risks, and longer-term strategic objectives, successfully.
Management has carried out sensitivity analyses of the Group’s cash flow models to assess the impact of a range of possible
outcomes, including lower than anticipated revenues, and the mitigations that the Group has available to it, including a reduction
in overhead costs, active working capital management and the availability of finance from HSBC. Accordingly, the Directors
are satisfied that the Group will continue to be able to meet its ongoing liabilities as and when they fall due in reasonably
foreseeable circumstances.
Therefore, the Directors consider the going concern basis of preparation of these financial statements appropriate.
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
Change of control
Whilst the Company’s typical terms of business do not include change of control provisions, a small number of contracts enable
the counterparties to alter or terminate those arrangements in the event of a change of control of the Company. However,
none of those contracts are considered material in the context of the Company as a whole.
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.
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
15
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.
16 Annual Report & Financial Statements 2021
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). 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
22 April 2022
Company registration no: 85292 (Jersey)
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
17
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 further enhance 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 2021 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
• Responding to the approach regarding an offer for the Company
• Appointment of new AIM nominated adviser
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 11.
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.
18 Annual Report & Financial Statements 2021
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 9 to 11. 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.
Annual Report & Financial Statements 2021
19
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
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 12 and 13 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 27 to 28.
Remuneration Committee
The report of the Remuneration Committee is set out on pages 23 to 26.
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.
20 Annual Report & Financial Statements 2021
Audioboom Group plc
GOVERNANCE
Directors’ attendance record
The following table provides details of attendance by Directors (and/or their alternates where applicable) at Board and
Committee meetings held during the period. Due to the global pandemic, 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
12
12
12
12
12
12
12
12
12
12
3
3
3
3
3
2
2
2
2
2
2
2
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:
• consideration of additional non-executive Director(s), with focus on US podcast industry experience and greater diversity
• succession planning
• consideration of new management/staff incentive scheme structure, recognising that the majority of staff are US based
Each of the above remain under consideration.
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
21
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 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.
22 Annual Report & Financial Statements 2021
Audioboom Group plc
GOVERNANCE
Remuneration Committee Report
Overview
The role of the Remuneration Committee is documented in its terms of reference which were last reviewed and updated 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 twice 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 21. 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.
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
Implementation of the policy
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 Executive Directors’ salaries remained unchanged from the prior year. During the year, these
salaries were reviewed again following a benchmark survey and consideration of sector comparables, and they have been both
increased for the current year (ie from 1 January 2022). There was no increase in non-executive Director fees in the period.
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
23
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.
100,000 options were granted to Directors during the year. 19,000 options were exercised by Stuart Last during the year.
No options granted to Directors lapsed or were forfeited 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
20 March 2029
120,000 £1.30 20 March 2019
19 March 2031
50,000 £4.45 19 March 2021
Stuart Last 10,660 £4.125 24 September 20151 24 September 2025
7,000 £3.125 9 March 20161
9 March 2026
48,340 £2.185 8 May 20171
8 May 2027
56,000 £1.30 20 March 20191
20 March 2029
90,000 £2.075 20 December 2019 20 December 2029
19 March 2031
50,000 £4.45 19 March 2021
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 became 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
vested when the Company's share price exceeded £3.30 for 60 days within a rolling six-month period. The second tranche
Warrants became 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 vested when the Company's share price exceeded £5.30 for 60 days within a rolling
six-month period. The third tranche Warrants became exercisable at a price of £5.30 per share from six months after vesting
and for five years from that date. Post period end, Michael Tobin exercised all of these Warrants.
24 Annual Report & Financial Statements 2021
Audioboom Group plc
GOVERNANCE
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 16 to the financial statements. However, these warrants were not
awarded in relation to their position as directors of Audioboom. Post period end, Michael Tobin exercised the warrants in
which he was interested.
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$’000
Current Directors:
Brad Clarke 177
Stuart Last 216
Roger Maddock (non-executive) 41
Steven Smith (non-executive) 41
Michael Tobin (non-executive Chairman) 48
2021
Total
Bonus emoluments
US$’000 US$’000
2020
Total
emoluments
US$’000
215 392
263 479
– 41
– 41
– 48
248
328
39
39
45
718
523
478 1,001
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 (2020:
US$6,300), and for Brad Clarke with contributions of US$5,157 (2020: US$4,816). 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 14.
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
25
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, although it was agreed that consideration
should be given to implementing a new management/staff incentive scheme structure which recognises that the majority of
staff are US based . 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
22 April 2022
26 Annual Report & Financial Statements 2021
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 last reviewed and updated 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 21. 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 share based payments and the deferred tax asset.
Attention is drawn to note 1 of the financial statements (page 39) 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 9 to 11);
• review and approval of the 2020 audited financial statements;
• review and approval of the 2021 unaudited interim financial statements;
• review and approval of the 2021 audit plan;
Annual Report & Financial Statements 2021
27
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
GOVERNANCE
Audit Committee Report
(continued)
• review and approval of the 2021 audited financial statements; 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 20 April 2021. 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 2021, 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 9 to 11.
Roger Maddock
Chair of the Audit Committee
22 April 2022
28 Annual Report & Financial Statements 2021
Audioboom Group plc
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Shareholders of Audioboom Group plc
For the year ended 31 December 2021
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 2021 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 2021 and of the Group’s profit 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.
An overview of the scope of our audit
Our audit scope covered all the Group’s components. Our audit work therefore covered 100% of Group revenue, Group profit
and total Group assets and liabilities. It was performed to the materiality levels set out below, with component materiality
levels adopted for the relevant subsidiary entities.
We communicated with both the Directors and the Audit Committee our planned audit work via our audit planning report and
relevant discussion.
We communicated audit progress with the Audit Committee through interim audit progress meetings. We have communicated
any issues to the Audit Committee and the Directors in our final audit findings report.
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 30 April 2023. 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, adverse changes in working capital trends, and access to financial
resources in the form of debt facilities if so required. We considered these risks 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 and management’s assessment of these risks, including potential responses.
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.
Annual Report & Financial Statements 2021
29
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Shareholders of Audioboom Group plc (continued)
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.
Key Audit Matter
Going concern
The Group has reported a total operating profit for the
year of US$1.8m (2020: US$3.1m loss) and cash outflows
from operating activities of US$0.8m (2020: US$3.3m).
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.
30 Annual Report & Financial Statements 2021
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.
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$700,000 being 1.16% 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$35,000 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.
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.
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
31
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 16, 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
Based on our understanding of the Company and industry, we considered the extent to which non-compliance with laws and
regulations might have a material effect on the financial statements. We also considered those laws and regulations that have
a direct impact on the preparation of the financial statements such as the Companies (Jersey) Law 1991, income tax, payroll
tax and sales tax.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including
the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to
revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
• 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.
32 Annual Report & Financial Statements 2021
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
22 April 2022
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
33
Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2021
Continuing operations
Revenue
Cost of sales
Gross profit
Administrative expenses
Adjusted operating profit / (loss)
– Share based payments
– Depreciation
– Corporate transaction costs
– Depreciation – leases
– Operating foreign exchange gain / (loss)
– Restructuring costs
Operating profit / (loss)
Finance costs
Profit / (loss) before tax
Taxation on continuing operations
Profit / (loss) for the financial period attributable to equity holders
of the parent
Other comprehensive profit / (loss)
Foreign currency translation difference
Total comprehensive profit / (loss) for the period
Profit / (loss) per share
from continuing operations
Diluted EPS
Basic EPS
All results for both periods are derived from continuing operations.
Notes
2
17
14
3
6
7
8
8
2021
US$’000
60,317
(47,066)
13,251
(11,452)
3,133
(1,174)
(55)
–
(252)
163
(16)
1,799
(87)
1,712
5,275
2020
US$’000
26,782
(20,581)
6,201
(9,288)
(1,720)
(715)
(60)
(167)
(319)
(106)
–
(3,087)
(210)
(3,297)
–
6,987
(3,297)
6
6,993
61
(3,236)
40 cents
45 cents
(23) cents
(23) cents
34 Annual Report & Financial Statements 2021
Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Financial Position
As at 31 December 2021
ASSETS
Non-current assets
Property, plant and equipment
Right of use asset
Deferred tax asset
Current assets
Trade and other receivables
Cash and cash equivalents
Deferred tax asset
TOTAL ASSETS
Current liabilities
Trade and other payables
Lease liability
NET CURRENT ASSETS
Non-current liabilities
Lease liability
NET ASSETS
EQUITY
Share capital
Share premium
Issue cost reserve
Foreign exchange translation reserve
Reverse acquisition reserve
Retained earnings
TOTAL EQUITY
As at
31 December 2021
US$’000
US$’000
As at
31 December 2020
US$’000
US$’000
Notes
9
14
7
11
7
12
14
14
13
13
77
576
4,650
18,147
2,969
625
90
822
–
5,303
912
8,028
3,257
–
21,741
27,044
(12,167)
(269)
9,305
(358)
14,250
–
61,011
(2,048)
(377)
(3,380)
(40,956)
14,250
11,285
12,197
(5,415)
(252)
5,618
(636)
5,894
–
60,822
(2,048)
(276)
(3,380)
(49,224)
5,894
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
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 20 were approved and authorised for
issue by the Board of Directors on 22 April 2022 and were signed on its behalf by:
Brad Clarke
Chief Financial Officer
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
35
Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Cash Flow Statement
For the year ended 31 December 2021
Notes
Profit / (loss) from continuing operations
Profit / (loss) for the period
Adjustments for:
Deferred tax credit
Interest payable
Depreciation of fixed assets
Share based payments
Increase in trade and other receivables
Increase in trade and other payables
Decrease in lease liability
Foreign exchange (loss) / gain
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
Financing activities
SPV loan interest and fees
Proceeds from SPV loan
Repayment of SPV loan
Proceeds from HSBC loan
Proceeds from issue of ordinary share capital (net of issue costs)
Net cash generated from financing activities
6
6
6
12
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2021
US$’000
6,987
6,987
(5,275)
87
55
1,174
(10,120)
6,712
(348)
(80)
(808)
–
(808)
(43)
(43)
–
–
–
374
189
563
(288)
3,257
2,969
2020
US$’000
(3,297)
(3,297)
–
210
60
715
(906)
301
(411)
76
(3,252)
28
(3,224)
(10)
(10)
(113)
700
(700)
–
4,612
4,499
1,265
1,992
3,257
The Group had no borrowings at the end of either financial period and therefore no reconciliation of net debt has been provided.
36 Annual Report & Financial Statements 2021
Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
For the year ended 31 December 2021
Foreign
Issue Reverse exchange
Share Share cost acquisition translation Retained Total
capital premium reserve reserve reserve earnings equity
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
At 31 December 2019 – 56,210 (2,048) (3,380) (337) (46,783) 3,662
Loss for the period – – – – – (3,297) (3,297)
Issue of shares – 4,612 – – – – 4,612
Equity-settled share-based payments – – – – – 856 856
Foreign exchange gain on translation
of overseas subsidiaries – – – – 61 – 61
At 31 December 2020 - 60,822 (2,048) (3,380) (276) (49,224) 5,894
Profit for the period – – – – – 6,987 6,987
Issue of shares – 189 – – – – 189
Equity-settled share-based payments – – – – – 1,174 1,174
Foreign exchange gain on translation
of overseas subsidiaries – – – – 6 – 6
At 31 December 2021 – 61,011 (2,048) (3,380) (270) (41,063) 14,250
Share premium
Share premium represents the consideration paid for shares in excess of par value (nil), less directly attributable costs.
Issue cost reserve
The issue cost reserve arose from expenses incurred on share issues.
Reverse acquisition reserve
The reverse acquisition reserve relates to the reverse acquisition of Audioboom Limited by Audioboom Group plc on
20 May 2014.
Foreign exchange translation reserve
The foreign exchange translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign operations.
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
37
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 not adopted any new standards for the period commencing 1 January 2021.
Standards, amendments and interpretations of published standards not yet effective
Certain standards, amendments to, and interpretations of, published standards have been published that are mandatory for
the Group’s accounting years beginning on or after 1 January 2022 or later years and which the Group has decided not to
adopt early:
• Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) (effective for periods commencing on or after
1 January 2022);
• IFRS 17: Insurance Contracts (effective for periods commencing on or after 1 January 2023);
• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) (effective for periods commencing
on or after 1 January 2022);
• Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41) (effective for
periods commencing on or after 1 January 2022); and
• References to Conceptual Framework (Amendments to IFRS 3) (effective for periods commencing on or after 1 January 2022).
None of the above listed changes are anticipated to have a material impact on the Group’s financial statements.
38 Annual Report & Financial Statements 2021
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 at least twelve months from the date of approval of the financial statements.
The Group ended the year with access to US$6.3 million of capital, being US$3.0 million of cash and US$3.3 million remaining
available to draw down under the loan facility arrangement with SPV Investments Limited announced in February 2020
subsequently ended in February 2022, and in its place the Company secured a £1.5 million overdraft facility with HSBC on
14 April 2022. The Board’s forecasts for the Group, including due consideration of the business forecasting continuing positive
EBITDA in 2022, projected increase in revenues and decreasing cash-burn of the Group and taking account of reasonable
possible adverse changes in trading performance including changes outside of expected trading performance, indicate that the
Group will have sufficient cash available to continue in operational existence for the next 12 months from the date of approval
of the financial statements and beyond. Based on the Board’s forecasts, the Group considers that it will not require additional
funding for the foreseeable future for the purposes of meeting its liabilities as and when they fall due. The Board believes that
the Group is well placed to manage its business risks, and longer-term strategic objectives, successfully.
Management has carried out sensitivity analyses of the Group’s cash flow models to assess the impact of a range of possible
outcomes, including lower than anticipated revenues, and the mitigations that the Group has available to it, including a reduction
in overhead costs, active working capital management and the availability of finance from HSBC. Accordingly, the Directors
are satisfied that the Group will continue to be able to meet its ongoing liabilities as and when they fall due in reasonably
foreseeable circumstances.
Therefore, the Directors consider the going concern basis of preparation of these financial statements appropriate.
Revenue
Revenue represents amounts receivable for services provided in the normal course of business, and excludes intra-group sales,
Value Added Tax and trade discounts.
Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits
associated with the transaction will flow to the entity, the costs incurred or to be incurred can be measured reliably, and when
the criteria for each of the Group’s different activities has been met. Revenue comprises:
• Sale of advertising: the value of goods and services is recognised on broadcast of the podcast
• Sponsorship income: the value of goods and services is recognised over the time to which it relates
• Sale of subscriptions: the value of goods and services is recognised across the period of subscription
The Directors have considered the requirements of IFRS 15 in respect of multiple performance obligations within one contract
and have not identified any such instances. There are no contracts which incorporate variable or contingent consideration.
The Group entities, Audioboom Limited and Sonic Influencer Marketing, are both considered to be the principal entity in terms
of revenue recognition. The entities set or communicate the advertising pricing that is required to advertise on represented
podcast content, contracts directly with the brand or agency to secure the advertising and confirms the date at which that
advertising will be allocated. The entities are also responsible for invoicing and collecting payment from customers who have
booked advertising slots and furthermore bear inventory risk associated with advertising slots acquired but not sold.
Content partner minimum revenue guarantees
In order to attract and retain leading podcast partners, the Group offers certain partners minimum revenue guarantees (“MG”)
over the life of the agreement between the parties. The MG offers guaranteed revenue over the life of the agreement in the
form of monthly payments and/or an upfront advance payment, which is then recouped over the life of the agreement, thus
reducing future expected payments proportionally. The 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
Annual Report & Financial Statements 2021
39
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
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.
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.
40 Annual Report & Financial Statements 2021
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.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of Audioboom Group plc and all its subsidiary
undertakings up to 31 December 2021, with comparative information presented for the year ended 31 December 2020.
No profit and loss account is presented for Audioboom Group plc as permitted by section 408 of the Companies Act 2006.
Subsidiaries are all entities over which the Group has the power to control the financial and operating policies and is exposed
to or has rights over variable returns from its involvements with the investee and has the power to affect returns. Audioboom
Group plc obtains and exercises control through more than half of the voting rights for all its subsidiaries. All subsidiaries have
a reporting date of 31 December and are consolidated from the acquisition date, which is the date from which control passes
to Audioboom Group plc.
The results of associate undertakings are consolidated under the equity method of accounting. The Group applies uniform
accounting policies and all intra-group transactions, balances, income and expenses are eliminated on consolidation
Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement
of comprehensive income on a straight-line basis over the vesting period. Non-market vesting conditions are taken into account
by adjusting the number of options expected to vest at each statement of financial position date so that, ultimately, the
cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting
conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve
a market vesting condition.
Warrants
Warrants issued to Directors, employees and third-party suppliers are measured at the fair value of the service provided with
reference to comparable cash settled transactions or, where the value of the services provided is uncertain, with reference to
an appropriate valuation methodology. Warrants are ascribed a value at the date of grant, with this value recognised as an
expense in the statement of comprehensive income over the relevant vesting period.
Current and deferred taxation
Current tax is the expected tax payable on taxable income for the period, using tax rates enacted or substantively enacted at
the balance sheet date, and any adjustments to tax payable in respect of previous periods.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profits (‘temporary
differences’) and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Where there are deductible temporary differences arising in subsidiaries,
deferred tax assets are recognised only where it is probable that they will reverse in the foreseeable future and taxable profits
will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient tax profits will be available to allow all or part of the asset to be recovered.
Annual Report & Financial Statements 2021
41
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited to the statement of income.
Financial Instruments
Financial assets
Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are
classified as loans and receivable financial assets, using the effective interest method less impairment. Interest is recognised by
applying the effective interest method, except for short-term receivables when the recognition of interest would be immaterial.
Financial liabilities
All financial liabilities are initially measured at fair value plus directly attributable transaction costs and subsequently measured
at amortised cost using the effective interest method, other than those categorised as fair value through profit or loss. Financial
liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the reporting date.
Equity instruments
Instruments classified as equity are measured at cost and are not remeasured subsequently.
Critical accounting judgements and key areas of estimation uncertainty
Share based compensation
The Group issues equity settled share based payments to certain Directors and employees, which have included grants of
options in the current period. Equity settled share based payments are measured at fair value at the date of grant, with the
charge being recognised within the statement of comprehensive income over the period of service to which the grant relates.
The fair value of share options is measured using a Black-Scholes framework. The Directors have used judgement in the
calculation of the fair values of the share based compensation which has been granted during the period, and different
assumptions in the model would change the financial result of the business.
Warrants
The Group issues warrants to certain Directors and third parties. Warrants are measured at the fair value of the service provided
with reference to comparable cash settled transactions or appropriate valuation methodologies at the date of grant, with the
charge being recognised within the statement of comprehensive income over the period of service to which the grant relates.
IFRS 16: Leases
The Group recognises lease liabilities at the present value of future cash flows. The determination of present value involves
judgements and estimates, in particular in relation to the discount factor to be applied to those cash flows. In determining an
appropriate discount factor the Directors considered a range of factors including the Group’s cost of capital together with the
interest rate charged on the Group’s external debt facilities. Having considered these factors the Directors have assessed that
8% is an appropriate discount factor to determine the value of the Group’s lease liabilities.
Recognition and measurement of deferred tax assets
The Group recognises deferred tax assets in relation to unutilised tax losses which can be utilised to offset tax arising on future
taxable profits. Utilisation of these tax losses is dependent on the timing and extent of future taxable profits of the Group.
Therefore the recognition and measurement of deferred tax assets is based on the judgement of the Directors as to this
profitability and represents an area of material estimation uncertainty.
42 Annual Report & Financial Statements 2021
Audioboom Group plc
FINANCIAL STATEMENTS
2.
Revenue
Subscription
Advertising
2021
US$’000
504
59,813
60,317
2020
US$’000
463
26,319
26,782
The Directors consider the Group to operate within one operating segment, content related revenue, and consequently
expenditure and balance sheet analysis is not presented between subscription and advertising services.
Geographical information
The Group’s operations are principally located in the UK and the USA. The main assets of the Group, cash and cash equivalents,
are held in the UK.
The Group’s revenue from external customers by geographical location is detailed below:
United Kingdom
Rest of the World
USA
2021
US$’000
2,536
–
57,781
60,317
2020
US$’000
1,638
36
25,108
26,782
The Group invoiced 35% of its income to three customers who represented more than 10% of the reported revenues.
The Group currently has two material geographic revenue regions, however, as the Group’s controlling operations are primarily
based in the UK, there is no separation of income, expenditure and sections of the balance sheet for the purposes of segmental
reporting.
3. Operating Profit/(Loss)
Operating profit / (loss) for the period has been arrived at after charging the following:
Depreciation of property, plant & equipment
Operating foreign exchange gain / (loss)
Staff costs (refer to note 5 for detail)
2021
US$’000
2020
US$’000
55
163
7,599
60
(106)
5,781
Annual Report & Financial Statements 2021
43
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
4.
Auditor’s remuneration
Audit services
Fees for the audit of the consolidated annual financial statements
and the audit of the Company’s subsidiaries pursuant to legislation
5.
Staff costs
Average number of production, editorial and sales staff
Average number of management and administrative staff
Wages and salaries
Social security costs
Pension costs (defined contribution scheme)
Share based payments
2021
US$’000
2020
US$’000
89
89
74
74
2021
Number
2020
Number
29
8
37
31
6
37
US$’000
US$’000
5,900
419
290
990
7,599
4,613
362
206
600
5,781
Details of Directors’ remuneration are set out in the Remuneration Committee Report on pages 23 to 26.
44 Annual Report & Financial Statements 2021
Audioboom Group plc
FINANCIAL STATEMENTS
6.
Finance costs
Depreciation – lease interest (see note 14)
SPV loan interest and arrangement fee
2021
US$’000
87
–
87
2020
US$’000
97
113
210
On 7 February 2020, the Company announced that it had entered into a two-year US$4 million secured loan facility
arrangement (the "Facility") with SPV Investments Limited. USS$0.7 million of the Facility was drawn down, and subsequently
repaid in November 2020. As at 31 December 2021, US$3.3 million of the non-revolving loan facility remained undrawn and
the Facility ended post period end. In the prior year, the Facility attracted an arrangement fee of US$80,000 and the Company
incurred 8% interest annualised on amounts drawn (US$33,000). The Company has a £1.5 million overdraft facility with HSBC
and this was not utilised as at the date of this report (see note 20).
Taxation
7.
Tax reconciliation
The taxation credit on the loss for the period differs from the amount computed by applying the corporation tax rate to the
loss before tax for the following reasons:
Profit / (loss) on ordinary activities before tax
Tax at UK corporation tax rate of 19.00% (2020: 19.00%)
Expenses not deductible for tax purposes
Utilisation of unrecognised tax losses brought forward
Deferred tax not recognised
Effect of share based payments
Tax credit and effective tax rate for the period
Current tax
UK corporation tax on profit / losses in the current year
Deferred tax credit
Tax credit recognised in the consolidated statement of income
2021
US$’000
1,712
325
8
4,785
–
157
5,275
2020
US$’000
(3,297)
(626)
35
–
453
138
–
2021
US$’000
2020
US$’000
–
5,275
5,275
–
–
–
Annual Report & Financial Statements 2021
45
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
The Group has carried forward UK losses amounting to US$31.9 million as of 31 December 2021 (2020: US$35.6 million).
The gross amount of losses upon which the deferred tax asset has been recognised amounts to US$22.5 million (2020: US$nil).
This is based on expected utilisation of future taxable profits as estimated by the Directors. The deferred tax asset is expected
to be utilised within five years. Refer to the recognition and measurement of deferred tax assets accounting judgement detail in
the accounting policies section for further disclosure.
There was a deferred tax liability of US$nil (2020: US$nil).
Deferred tax current asset (unutilised tax losses)
Deferred tax non-current asset (unutilised tax losses)
Total deferred tax asset
8.
Profit Per Share
2021
US$’000
625
4,650
5,275
2020
US$’000
–
–
–
Basic earnings per share is calculated by dividing the profit attributable to shareholders by the weighted average number of
ordinary shares in issue during the period.
IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings
per share, or increase the loss per share. For a loss-making company with outstanding share options, the net loss per share
would be decreased by the exercise of options. Therefore for the year ended 31 December 2020, as per IAS33:36, the
anti-dilutive potential ordinary shares are disregarded in the calculation of diluted EPS.
Reconciliation of the profit and weighted average number of shares used in the calculation are set out below:
Profit/(Loss)
Weighted average
number of shares
Earnings
per share
2021
Thousand
US$’000
Basic EPS
Profit attributable to equity holders
Diluted EPS
Profit attributable to equity holders
6,987
6,987
15,695
17,353
2020
Thousand
US$’000
Cents
45
40
Cents
Basic EPS
Loss attributable to shareholders:
– Continuing and discontinued operations
(3,297)
14,276
(23)
46 Annual Report & Financial Statements 2021
Audioboom Group plc
FINANCIAL STATEMENTS
9.
Property, plant and equipment
Furniture &
equipment Computers Technical Studio
US$’000 US$’000 US$’000 US$’000
Total
US$’000
Cost
At 31 December 2019 53 224 3 124
Additions 2 4 – –
Disposals (29) – – –
Foreign exchange effect – (5) – –
At 31 December 2020 26 223 3 124
Additions – 43 – –
At 31 December 2021 26 266 3 124
Depreciation
At 31 December 2019 42 128 3 91
Charge for the period 5 37 – 18
Disposals (29) – – –
Foreign exchange effect (4) (5) – –
At 31 December 2020 14 160 3 109
Charge for the period 4 34 – 17
Foreign exchange effect 1 2 – (2)
At 31 December 2021 19 196 3 124
Net book value
At 31 December 2019 11 96 – 33
At 31 December 2020 12 63 – 15
At 31 December 2021 7 70 – –
404
6
(29)
(5)
376
43
419
264
60
(29)
(9)
286
55
1
342
140
90
77
10. Subsidiaries
As at 31 December 2021, Audioboom Group plc held more than 20% of the share capital of the following companies:
Registered office
Class of shares
% held by parent
Audioboom Limited
57 Southwark Street, City Bridge House,
Southwark, SE1 1RU
Ordinary
Audioboom Inc.
251 Little Falls Drive, Wilmington, Delaware 1980, USA Ordinary
Austin Advertising Inc.
1013 Centre Road, Suite 403S, Wilmington,
Delaware 19805, USA
Ordinary
100%
100%
100%
Audioboom Inc is held through Audioboom Limited. Austin Advertising Inc is held through Audioboom Inc.
Annual Report & Financial Statements 2021
47
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
11. Trade and other receivables
Amounts receivable for the sale of goods and services
Allowance for doubtful debts
Net receivables
Other receivables
Prepayments and accrued income
Taxes recoverable
2021
US$’000
15,483
(131)
15,352
254
2,456
85
18,147
2020
US$’000
6,358
–
6,358
240
1,383
47
8,028
The average credit period taken on sales of goods and services is 94 days (2020: 87 days). No interest is charged on receivables.
Trade receivables are provided for based on estimated irrecoverable amounts from the sale of goods and services, determined
by reference to past default experience and likelihood of recovery as assessed by the Directors.
Included in the Group’s trade receivable balance are debtors with a carrying amount of US$2.5 million (2020: US$0.3 million)
which are past due at the reporting date.
Having considered the Group’s exposure to bad debts and the probability of default by customers, no expected credit losses
have been recognised in accordance with IFRS 9 (2020: US$nil).
Accrued income carried forward into 2022, that will reverse fully in 2022, is US$2.0 million (2020: US$0.5 million).
12. Trade and other payables
Current liabilities
Trade payables
Other taxes and social security
Accruals
Other payables
Loan liability
Trade and other payables due within less than one year
2021
US$’000
2020
US$’000
7,653
77
3,880
183
374
12,167
4,158
30
1,216
11
–
5,415
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average
credit period taken for trade purchases is 55 days (2020: 65 days). The Group has financial risk management policies in place
to ensure that all payables are paid within the credit time frame.
The Group records negligible deferred income and therefore no analysis of contract liabilities has been provided.
On 17 February 2021, Audioboom Inc received a US$374,000 Paycheck Protection Program loan from HSBC Bank USA
operating under the US Small Business Administration where financial support is given to US domiciled companies during the
Covid-19 pandemic. The loan will be forgiven should Audioboom Inc not reduce headcount during the loan period.
48 Annual Report & Financial Statements 2021
Audioboom Group plc
FINANCIAL STATEMENTS
13. Stated capital account
At 31 December 2019
Shares issued in the period
Share options exercised
Shares issued at 225p each
At 31 December 2020
Shares issued in the period
Share options exercised
At 31 December 2021
No. of
shares
14,006,757
267,737
1,400,000
15,674,494
93,523
15,768,017
Share
capital
US$’000
–
–
–
–
–
–
Share
premium
US$’000
56,210
539
4,073
60,822
189
61,011
There is no authorised share capital and all shares rank pari passu. All issued share capital is fully paid up. All ordinary shares
have no par value.
14. Right of use asset leases
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
At 31 December 2019
Disposals
Depreciation expense
Foreign exchange
At 31 December 2020
Depreciation expense
Foreign exchange
At 31 December 2021
Set out below are the carrying amounts of lease liabilities and the movements during the period:
Office Lease Total
US$’000
1,300
(150)
(319)
(9)
822
(252)
6
576
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
Balance at 1 January
Payment of lease liabilities
Imputed lease interest costs
Disposals
Foreign exchange
Balance at 31 December
Current
Non-current
2021
US$’000
2020
US$’000
888
(348)
87
–
–
627
269
358
M
G
A
f
o
e
c
i
t
o
N
1,369
(411)
86
(150)
(6)
888
252
636
Annual Report & Financial Statements 2021
49
Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
The following are the amounts recognised in the consolidated income statement:
Depreciation expense of right of use assets
Interest expense on lease liabilities
Total amount recognised
The Company had total cash outflows for leases of US$435,000 in 2021 (2020: $497,000).
The following are the total value of the commitments on an undiscounted basis:
Under one year
One to five years
Total value of commitments
15. Operating lease arrangements
The Group as lessee
Lease payments under operating leases recognised as an expense in the year
2021
US$’000
252
87
339
2021
US$’000
356
474
830
2021
$’000
78
2020
US$’000
319
86
405
2020
US$’000
347
829
1,176
2020
$’000
70
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
Under one year
73
73
49
49
The operating lease is not recognised as an asset or liability in the Statement of Financial Position under IFRS 16 due to its
total length being less than one year.
16. Related party transactions
Key management personnel remuneration
See the Remuneration Committee Report for details relating to key management personnel remuneration during the year. Key
management during the year being Stuart Last, CEO and Brad Clarke, CFO.
Content funding facility
On 17 June 2019, the Company agreed a content funding facility with SPV Investments Ltd (‘SPV), a special purpose vehicle.
SPV was established and is owned equally by Michael Tobin, the Company's Chairman, and Candy Ventures sarl, the Company's
largest shareholder. The SPV was established to provide minimum revenue guarantees of up to US$4 million to certain leading
new and existing content partners of the Company. Audioboom pays the SPV 8% of the net advertising revenue (after paying
the content partner its share) received by Audioboom, in relation to those podcasts. The underlying providers of the guarantees
were to be granted 25,000 warrants to subscribe for ordinary shares in the Company for every US$1 million of guarantee
50 Annual Report & Financial Statements 2021
Audioboom Group plc
FINANCIAL STATEMENTS
provided, subject to a maximum of 100,000 warrants. The exercise price of all warrants associated with the SPV content funding
facility is £3.30 per ordinary share each, with such warrants being exercisable for five years from grant. A total of 100,000 warrants
have now been issued pursuant to the facility, which is the maximum number of warrants being capable of issue in this regard.
As at 31 December 2021 the amount remaining available under the facility was approximately US$3.9 million.
US$4 million loan facility
In February 2020, the Company announced a US$4 million secured loan facility arrangement (the “Facility”) with SPV. The
Facility attracted interest at a rate of 8 per cent. per annum on drawn down funds, together with a US$80,000 arrangement
fee payable on the first draw down, equivalent to 2 per cent. of the full US$4 million available under the Facility. The Facility
was secured against the assets of Audioboom Limited. US$0.7 million was drawn down under the Facility and this was repaid
in full in November 2020 (including interest and loan arrangement fees amounting to US$113,000). As at 31 December 2021
and 31 December 2020, US$3.3 million of the non-revolving Facility remained undrawn and the Facility subsequently expired
in February 2022.
17. Sharebased payments
The Company has share option schemes for employees of the Group. Options are exercisable at the price agreed at the time
of the issue of the share option. The vesting period and/or any performance conditions vary between employees. If the options
remain unexercised after a period of 10 years from date of grant the options expire. Options are typically forfeited if the
employee leaves the Group before the options vest. Details of the share options granted during the period are as follows:
2021
2020
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
1,038,737
202,000
–
(93,524)
1,147,213
840,213
Weighted
average
exercise
price (£)
1.822
6.379
–
1.504
2.650
2.118
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
The options outstanding at 31 December 2021 had a weighted average exercise price of £2.65, and an average remaining
contractual life of 8 years. The inputs into the Black-Scholes model are as follows:
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
Weighted average share price
Weighted average exercise price
Expected volatility
Expected life
Risk-free rate
Expected dividend yield
2021
7.867
7.867
85%
10 years
0.5%
0%
2020
1.863
1.863
85%
10 years
0.5%
0%
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
51
Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
Expected volatility was determined by assessing the share price volatility from the prior year. The Group recognised total
expenses of US$1,174,000 related to equity-settled share-based payment transactions for the year ended 31 December
2021 (31 December 2020: US$600,000).
Share option charge
Warrant charge
2021
US$’000
990
184
1,174
2020
US$’000
600
115
715
At the period end, the Company had in issue outstanding share warrants for a total of 520,000 shares (2020: 520,000 shares)
with a weighted average exercise price of £3.12 (2020: £3.12). All 520,000 (2020: 320,000) of the warrants were exercisable
at the period end.
18. Content partner minimum guarantees
In order to attract and retain leading podcast partners, the Group offers certain partners minimum revenue guarantees (“MG”)
over the life of the agreement between the parties. The MG offers guaranteed revenue over the life of the agreement in the
form of monthly payments and/or an upfront advance payment, which is then recouped over the life of the agreement, thus
reducing future expected payments proportionally. The MGs provided secure the right of access to future content and therefore
the expenditure in relation to these guarantees is recognised over the term of the contract. The content providers' obligations
are discharged to the Group over the term of the contract in line with when the Group consumes the benefit of these
obligations. In accordance with IFRS 9, no liability is recognised at the date of the contract as the MG relates to future
performance obligations of the content provider.
MG expenditure committed in 12 months or less
MG expenditure committed in more than 12 months
Total MG amount committed to expenditure
Included within the above minimum guarantees are:
MG amount that is backed by the SPV content funding facility
MG amount available in SPV content funding facility
Total SPV content funding facility (see note 16)
2021
US$’000
8,279
3,454
11,733
2021
US$’000
73
3,927
4,000
2020
US$’000
6,585
1,226
7,811
2020
US$’000
2,881
1,119
4,000
52 Annual Report & Financial Statements 2021
Audioboom Group plc
FINANCIAL STATEMENTS
19. Financial instruments
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to meet their financial obligations as they arise
while maximising the return to stakeholders. The capital structure of the Group consists of cash and cash equivalents and equity
attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the
consolidated statement of changes in equity. As at the period end, the Group did not have any external borrowings and was
not subject to externally imposed capital requirements. In February 2020, the Company secured a US$4 million debt facility
with two related parties (see note 16) which has since expired. Post period end on 14 April 2022 the Company secured a
£1.5 million overdraft with HSBC.
Categories of financial instruments
Loans & receivables
Trade and other receivables
Cash and cash equivalents
Financial liabilities at amortised cost
Trade and other payables
2021
US$’000
15,605
2,969
7,837
2020
US$’000
6,599
3,257
4,168
The carrying amounts of financial assets and financial liabilities recorded at amortised cost approximates to their fair values.
Financial and market risk management objectives
It is, and has been throughout the period under review, the Group’s policy not to use or trade in derivative financial instruments.
The Group’s financial instruments comprise its cash and cash equivalents and various items such as trade debtors and trade
creditors that arise directly from its operations. The main purpose of the financial assets and liabilities is to provide finance for
the Group’s operations in the period.
Currency risk management
The Group has limited exposure to foreign currency risk as a result of matching local currency costs to local currency receipts;
thus the main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk. The Board reviews and
agrees policies for managing these risks and they are summarised below. These policies have remained unchanged throughout
the period under review.
Interest rate risk management
The Group holds the majority of its cash and cash equivalents in corporate current accounts. These accounts offer a competitive
interest rate with the advantage of quick access to the funds.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group has adopted a policy of only dealing with creditworthy counterparties, as a means of mitigating the risk of financial
loss from defaults. The Group only transacts with entities after assessing credit quality using independent rating agencies and,
if not available, the Group uses other publicly available financial information and its own trading records to rate its major
customers. The Group’s exposure is continuously monitored and the aggregate value of transactions concluded is spread
amongst approved counterparties. Credit exposure is controlled by counterparty limits.
Annual Report & Financial Statements 2021
53
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
FINANCIAL STATEMENTS
Notes
(continued)
Ongoing credit evaluation is performed on the financial condition of accounts receivable. The credit risk on liquid funds is
limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The
carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the
Group’s maximum exposure to credit risk. Please refer to note 11 for more detail on the trade receivables collection period.
The ageing of trade receivables (US$’000s) as at 31 December 2021 was:
Current
Over 30 days
Over 60 days
US$5,265
34%
US$4,349
28%
US$3,397
22%
90 days +
US$2,472
16%
Total
US$15,483
Liquidity risk management
The Group’s policy throughout the period has been to ensure continuity of funds. The Group manages liquidity risk by
maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities. Please refer to note 12 for more detail on the trade payables payment
period.
Fair value of financial instruments
The fair value of other non-derivative financial assets and financial liabilities are determined in accordance with generally
accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions.
20. Post balance sheet events
To the date of this report, 101,686 new Ordinary Shares were issued to satisfy the exercise of existing share options under the
Company’s Share Option Scheme 2014 by an employee. In addition, between 2 and 4 March 2022, Michael Tobin exercised
warrants over 350,000 ordinary shares of no par value in the Company. Therefore, the total number of Ordinary Shares and
voting rights in the Company is 16,219,703 at the date of this report.
Post period end on 14 April 2022 the Company secured a £1.5 million overdraft with HSBC and HSBC have a fixed and floating
charge in place in relation to this overdraft.
54 Annual Report & Financial Statements 2021
AUDIOBOOM GROUP PLC
(Incorporated and registered in Jersey with registered number 85292)
NOTICE OF ANNUAL GENERAL MEETING 2022
Monday, 18 July 2022 at 9.30 a.m.
To be held at
One Bartholomew Close, London EC1A 7BL
Investor Presentation
Shareholders should note that there is no presentation planned for the Annual General Meeting itself. Instead, following
positive feedback to online presentations, Stuart Last (Chief Executive Officer) and Brad Clarke (Chief Financial Officer)
will provide a live presentation via the Investor Meet Company platform on 18 July 2022 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 business 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.
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
55
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 One Bartholomew Close,
London EC1A 7BL on Monday 18 July 2022 at 9.30 a.m. to consider and, if thought fit, pass the following resolutions.
Resolutions 1 to 5 will be proposed as ordinary resolutions and Resolutions 6 and 7 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
2021 together with the report of the auditors thereon.
2. To re-elect Brad Clarke 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-elect Roger Maddock who retires at the meeting and who, being eligible, offers himself for re-election as a Director.
4. 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
5. 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 5,425,000 Ordinary Shares, being approximately one third of the current issued
share capital of the Company. The authority conferred on the Directors under this Resolution 5 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.
6. That, subject to the passing of Resolution 5, 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 5, 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 1,628,000 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.
7. 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:
7.1
the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 2,440,000
(being approximately 14.99 % of the share capital of the Company in issue as at the date of this document);
56 Annual Report & Financial Statements 2021
Audioboom Group plc
NOTICE OF AGM
7.2
the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 1 penny;
7.3
7.4
7.5
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;
7.6
this authority shall only be capable of variation, revocation or renewal by special resolution of the Company; and
7.7
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:
27 May 2022
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Annual Report & Financial Statements 2021
57
Audioboom Group plc
NOTICE OF AGM
Notice of Annual General Meeting
(continued)
Notes
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 15 July 2022 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.
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 9.30 a.m. on 16 July 2022.
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.
58 Annual Report & Financial Statements 2021
Audioboom Group plc
NOTICE OF AGM
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 9.30 a.m. on 16 July 2022.
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 9.30 a.m. on 18 July 2022 and any adjournment(s) thereof by using the
procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those
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.
Annual Report & Financial Statements 2021
59
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Audioboom Group plc
NOTICE OF AGM
Notice of Annual General Meeting
(continued)
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 26 May 2022, the Company’s issued share capital comprises 16,280,086 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 26 May 2022 is 16,280,086.
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.
60 Annual Report & Financial Statements 2021
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 5 – 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 5 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 5,425,000 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 2023 or, if earlier, 18 months following the
Resolution being passed.
Disapplication of pre-emption rights (Resolution 6 – special resolution)
If the Directors wish to exercise the authority under Resolution 5 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 6 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 1,628,000 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 2023 or, if earlier, 18 months following the Resolution being passed.
Authority for the Company to purchase its own shares (Resolution 7 – 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 2,440,000 ordinary shares. The authority would expire at the
conclusion of the 2023 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 approximately
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 2021
61
t
r
o
p
e
R
c
g
e
t
a
r
t
S
i
e
c
n
a
n
r
e
v
o
G
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
M
G
A
f
o
e
c
i
t
o
N
Perivan 263451
Audioboom Group plc
Overview
Audioboom Group plc (“Audioboom”) is a global leader in podcasting - our shows are downloaded
more than 126 million times each month by 34 million unique listeners around the world. Audioboom
is ranked as the fourth largest podcast publisher in the US by Triton Digital.
Audioboom’s ad-tech and monetisation platform underpins a scalable content business that provides
commercial services for a premium network of 250 top tier podcasts, with key partners including
‘Casefile True Crime’ (US), ‘Morbid’ (US), ‘True Crime Obsessed’ (US), ‘The Morning Toast’ (US), ‘No
Such Thing As A Fish’ (UK), and ‘The Cycling Podcast’ (UK).
Audioboom Studios is home to a slate of content developed and produced by Audioboom, including
‘Dark Air with Terry Carnation’, ‘F1: Beyond The Grid’, ‘RELAX!’, ‘Covert’, ‘It’s Happening with Snooki &
Joey’, ‘Mafia’, ‘Huddled Masses’ and ‘What Makes A Killer’.
Audioboom operates internationally, with operations and global partnerships across North America,
Europe, Asia and Australasia. The platform allows content to be distributed via Apple Podcasts, Spotify,
Pandora, Amazon Music, Deezer, Google Podcasts, iHeartRadio, RadioPublic, Saavn, Stitcher,
Facebook and Twitter as well as a partner’s own websites and mobile apps.
For more information, visit audioboom.com.
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
9
12
14
18
23
27
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
29
34
35
36
37
38
55
61
2021
Audioboom Group plc
Annual Report & Financial Statements