2022
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 130 million times each month by 34 million unique listeners around the world. Audioboom
is ranked as the fourth largest podcast publisher in the US by Edison Research.
Audioboom’s adtech and monetisation platform underpins a scalable content business that provides
commercial services for a premium network of 250 top tier podcasts, with key partners including
‘Casefile True Crime’ (US), ‘True Crime Obsessed’ (US), ‘The Tim Dillon Show’ (US), ‘No Such Thing As
A Fish’ (UK) and ‘The Cycling Podcast’ (UK).
Audioboom Studios is home to a slate of content developed and produced by Audioboom, including
‘Dark Air with Terry Carnation’, ‘F1: Beyond The Grid’, ‘RELAX!’, ‘Covert’, ‘It’s Happening with Snooki
& Joey’, ‘Mafia’, ‘Huddled Masses’ and ‘What Makes A Killer’.
Audioboom operates internationally, with operations and global partnerships across North America,
Europe, Asia and Australasia. The platform allows content to be distributed via Apple Podcasts, Spotify,
Pandora, Amazon Music, Deezer, Google Podcasts, iHeartRadio, RadioPublic, Saavn, Stitcher,
Facebook and Twitter, as well as a partner’s own websites and mobile apps.
For more information, visit audioboom.com.
Contents
Strategic Report
Chairman’s Statement
Chief Executive Officer’s Review
Principal Risks and Uncertainties
Governance
Board of Directors
Directors’ Report
Corporate Governance Report
Remuneration Committee Report
Audit Committee Report
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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 to the Financial Statements
Notice of AGM
Notice of AGM
Explanatory Information
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Audioboom Group plc
Directors, Advisers and Officers
Company registration number:
85292
Registered office:
Directors:
Company secretary:
Nominated adviser and broker:
Solicitors:
Registrar:
Auditor:
PO Box 264
Forum 4
Grenville Street
St Helier
Jersey JE4 8TQ
Michael Tobin OBE (Nonexecutive Chairman)
Stuart Last (Chief Executive Officer)
Brad Clarke (Chief Financial Officer)
Roger Maddock (Nonexecutive Director)
Steven Smith (Nonexecutive 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 2022
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Audioboom Group plc
Highlights
For the year ended 31 December 2022
Financial and operating highlights
• 2022 revenue of approximately US$74.9 million, up 24% on 2021 (US$60.3 million)
• Annual adjusted EBITDA(1) profit of approximately US$3.6 million, up 15% on 2021 (US$3.1 million)
• Audioboom’s revenue growth of 24% continues to significantly outpace wider market growth of 15%(2)
• Average 2022 global monthly downloads of 117.1 million, up 19% on 2021 (98.2 million)
• Average 2022 monthly brand advertiser count of 5,257, up 60% on 2021 (3,278). Given the significant increase in Showcase
revenue in 2022, this KPI (and comparable period) now includes those brands advertising on Showcase, our global
advertising marketplace
• 2022 eCPM (revenue per 1,000 downloads) of US$52.88, up 3% on 2021 (US$51.46)
• Group cash at year end of US$8.1 million, up US$5.1 million on 31 December 2021 (US$3.0 million), with a further
US$1.8 million available via an undrawn overdraft
Key commercial developments
• Continued strong growth of Showcase, our global tech driven advertising marketplace. Revenue from Showcase in 2022
up 70% on 2021 and contributed more than 15% to Group revenue, up from 11% in the prior year
• Expansion of our creator network through new tier one content partnerships, including The Tim Dillon Show, The Nateland
Podcast, Myths & Legends, Speak The Truth, Mea Culpa, Kendall Rae, Minds of Madness and Sinisterhood
• Multiyear renewals of key creator partnerships, including Dark History, No Such Thing As A Fish, Murder Mystery Make-Up,
The Way I Heard it with Mike Rowe, RELAX! with Colleen Ballinger & Erik Stocklin and Two Hot Takes
• In December 2022, Audioboom was announced by Edison Research as the fourth largest podcast publisher in the US for
the period October 2021 – September 2022, behind only Spotify, SiriusXM and iHeartMedia
Post year end highlights
• Record audience reach achieved in February 2023, with more than 36 million unique users consuming podcasts through
the Audioboom platform
• Average monthly downloads for January and February 2023 of 122.2 million, an increase of 10% over Q4 2022
(110.9 million)
• Showcase delivered record inventory levels with more than 540 million impressions being made available to advertisers,
compared to 357 million average monthly available impressions during Q4 2022
• Multiyear renewal of the production, technology and commercial partnership with Formula 1, with Audioboom delivering
production, distribution and monetisation services for the official F1 podcasts through to 2025
• Continued expansion of Audioboom's creator network through new content partnerships with top tier podcasts, including
Teachers Off Duty, The No Sleep Podcast, Your Rich BFF, Cup of Justice and Usual Disclaimer with Eleanor Neale
• The Company has currently contracted revenue of more than US$50.0 million for 2023 through advance
advertising bookings
• Reflecting the Company’s strong performance in recent periods and forecasted future growth, it is the Board’s current
intention to introduce a progressive dividend policy with a maiden dividend in respect of the current financial year of at
least 8 pence share being declared and paid in 2024
1
2
Earnings before interest, tax, depreciation, amortisation, share based payments, noncash foreign exchange movements and material oneoff items
PwC June 2022 Global Entertainment and Media Outlook report states that US podcast advertising revenue was expected to grow by 15% in 2022 relative
to 2021
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Audioboom Group plc
STRATEGIC REPORT
Chairman’s Statement
I am pleased to introduce these annual results which reflect
upon the Company’s continuing growth in 2022, albeit the
challenging market conditions of the second half of the year
constrained the potential for an even stronger performance.
The resilience of the business model in those conditions was
illustrated by 24% topline growth (well ahead of the
projected growth of the wider industry), increased adjusted
EBITDA profit and further growth across all of its KPIs and
operational areas. This growth once again led to increased
market share and reinforced the Company’s position as one
of the world’s largest independent podcast companies in an
industry that continues its rapid maturity into mainstream
media.
The Board is confident that the business is not just showing
good resilience, but is moving forward, fully primed for further
growth across 2023.
In his CEO Review, Stuart Last provides further detail around
the Company’s strategy and focus, component parts of the
business, operational and financial performance, the start to
2023 and the outlook for the future.
I would like to take this opportunity to thank the entire
Audioboom team for their continuing professionalism and
commitment, and also to thank our shareholders and partners
for their loyalty and vision in supporting Audioboom as it
continues to grow.
Michael Tobin OBE
Chairman
22 March 2023
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Audioboom Group plc
STRATEGIC REPORT
Chief Executive Officer’s Review
Introduction
Our business model is built on three core beliefs:
After a defining year for the business in 2021, I am pleased
to report on another year of strong growth with 2022
delivering record revenue, record adjusted EBITDA profit, and
record cash generation. We continued on our mission to
power podcasting for creators and brands, and in doing so we
increased our market share considerably and consolidated our
position as the world’s leading pureplay podcast publisher.
Our platform innovation ensured we were resilient during
deteriorating macroeconomic and advertising market
conditions, and whilst these headwinds ultimately limited our
progress I am pleased with our performance and remain
confident in our future.
1. Podcasting is a creator medium, with low barriers to entry
and an open ecosystem in which the authentic voices of
independent producers will be successful
2. Podcasting is an advertising supported medium, which has
none of the historic limitations of other media that require
audiences to pay directly for content
3. Podcasting is a distributed media form in which maximum
value is only possible when content is available for
consumption across all listening points
In the first half of 2022 the buoyant market conditions
continued, with high advertiser sentiment driving strong
demand and high pricing for our content. Audioboom focused
on accelerating the supply of advertising inventory to meet
this demand, continuing to compete to sign partnership deals
with top tier independent creators. During this period our
revenue grew by 78% over H1 2021.
The Audioboom platform is fully scalable. Today it handles
more than 8,000 content channels, 5,000+ advertisers, and
receives more than 130 million episode downloads monthly
by a unique audience of more than 34 million. With minimal
additional investment, the platform could handle exponentially
more podcast channels, advertising campaigns and listeners.
The second half of 2022 was significantly different. Global
economic headwinds abruptly impacted the advertising
market, with brands moving quickly to reduce their marketing
budgets as a result July 2022 was the year’s revenue
lowpoint for the business. A slow improvement in market
conditions enabled monthtomonth growth across the
remainder of the year, but we estimate a 20% negative
revenue impact due to the challenging operating conditions.
We are confident that the business will deliver further growth
and record performance in 2023. The advertising market is
weaker than a year ago, but progress so far has been
encouraging with more than US$50m of advertising revenue
booked for the year, and I am pleased to provide a more
detailed update on 2023 later in this report.
Strategy
Audioboom powers podcasting. Our platform connects the
world’s best podcast creators with advertisers, and then
distributes it to audiences globally. We are an indispensable
component in podcasting’s 3sided 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.
Audioboom’s growth strategy continues to focus on the
expansion of the content we platform, and the development
of tools and products to optimise the value of that content.
Audioboom has developed three clearly differentiated
advertising products to support this content growth:
• Premium Advertising, in which leading podcast hosts
endorse products and brands to their engaged audience
natively within their shows. These ads drive actions in the
form of attributable product sales or awareness. This
advertising product is highly effective – the combination
of trusted influencers, engaged audiences, Audioboom’s
bestpractice coaching for ad execution, and thirdparty
attribution data – and enables campaigns to be sold at a
premium price point. Our Premium ad product – sold
exclusively by our inhouse sales teams in the UK and the
US – is a key driver of revenue for the business,
contributing more than 65% to our topline in 2022.
• Showcase, an automated techdriven marketplace
launched in 2021, is focused on optimising revenue by
monetising back catalogue content and unfilled premium
inventory via Dynamic Ad Insertion (DAI). Our ad tech
consolidates this large volume of advertising inventory and
exposes it to a portfolio of demand channels which
include international monetisation partners, a selfserve
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Audioboom Group plc
STRATEGIC REPORT
campaign booking platform, and a programmatic
ecosystem of more than 40 established demand side
platforms (DSPs) used by the biggest advertising buyers
in the world. 2022 was a very successful year for
Showcase – more than 4 billion advertising impressions
were made available in the marketplace, it delivered more
than 70% revenue growth, and contributed 15% of the
Group’s revenue (vs 11% in the prior year).
3. Average monthly downloads in 2022 up 19% to 117.1 million
(98.2 million in 2021)
Global monthly downloads is an industry standard metric. It is
a measure for the scale of our platform, and enables accurate
comparisons to be drawn with our competitors. This data point
is measured using the Interactive Advertising Bureau’s most
recent Podcast Measurement Standard and is verified by Triton
Digital – a leader in audio measurement.
• Sonic is our brand platform focused on providing tools and
services directly to podcast advertisers. The platform
enables brands to plan and execute highvalue advertising
campaigns across the world’s biggest podcasts, and
provides partners with marketleading insights and ROI
data. Sonic has been a key pillar of Audioboom for the past
3 years, and a successful 2022 saw revenue growth of
37% (vs 2021) and a contribution of 20% to Group
revenue.
Operating Review
Key Performance Indicators
1. Average monthly brand advertiser count of 5,257 in 2022,
up 60% on 2021 (3,278)
Brand advertiser count measures Audioboom’s active
customers across our advertising product and, given the
significant increase in Showcase revenue in 2022, this KPI (and
comparable period) now includes those brands advertising on
Showcase. Key drivers of this KPI growth include: addition of
new content genres to widen brand appeal; development of
relationships with new brands and agencies; overall market
growth and expansion of brands advertising in podcasts;
optimal campaign performance with agency campaigns
resulting in new agency clients being added.
2. e-CPM (revenue per 1,000 downloads) in 2022 increased
3% to US$52.88 (2021: US$51.46)
eCPM is a measure of the value we extract from every 1,000
downloads on the platform, and how we optimise the supply
of available advertising inventory. Growth drivers for this KPI
include: increasing fill rates; increasing pricing; increased use
of AdRip inventory creation tool; contracting of backfill
inventory in new and renewal partnership agreements. eCPM
was negatively impacted during the second half of 2022 by
the downturn in the advertising market, having reached a
record singlemonth performance of US$64.64 in May.
Creator Network
Audioboom successfully expanded its Creator network in
(global
2022, achieving record monthly consumption
downloads KPI) and recording its highest positions on both
Edison Research and Triton Digital’s podcast publisher rankers.
This was achieved in a highly competitive market, with
wellfunded competitors including Wondery (Amazon), Sirius
XM and Spotify all investing strongly in independent podcast
creators to maximise the extremely high advertiser demand
the industry was experiencing in the first half of the year.
Indeed, during this period Audioboom lost its largest content
partner (Morbid) at the end of its contract as the bidding
process for the show reached levels that would have made it
significantly lossmaking for the Company. Audioboom has
taken, and will continue to take, a robust and disciplined
approach to providing financial support to creators to seek to
ensure that contracts are profitable to the Company.
The development of new partnerships with top tier podcast
creators continued to be driven by our strong relationships
with Hollywood talent agencies and management companies.
Across 2022 we formed exclusive new partnerships with top
tier podcasts including The Tim Dillon Show, Nateland, Speak
The Truth, Mea Culpa, Sinisterhood, Minds of Madness and
Kendall Rae.
We also successfully renewed major creator partnerships in
2022 with Dark History, Murder Mystery & Makeup, Mike Rowe,
No Such Thing As A Fish, RELAX!, and Let’s Not Meet.
Audioboom Studios
In 2022 we continued to develop our inhouse production
unit with a renewed focus on developing and producing
original content for the UK market. New launches in the UK
included Devils in the Dark, Glittering A Turd, Superpower State
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Audioboom Group plc
STRATEGIC REPORT
Chief Executive Officer’s Review
(continued)
of Mind and Killers Cults & Queens. Creatively, these shows
were a success – however, they were not longterm
commercial successes due
to audience acquisition
underperformance and the high costs associated with
marketing and launching Original content podcasts.
Our work in ProductionasaService was more successful
commercially than our Original content development. It also
requires less investment risk as development, production and
promotional costs are not needed, and thus it will be the key
focus of Audioboom Studios moving forward. Productionas
aService includes coproduction, branded content, ad
creative, and production services such as recording,
engineering and postproduction.
Strong examples of our ProductionasaService include our
recently renewed partnership with Formula 1, in which we co
produce their official podcasts F1: Beyond The Grid and F1
Nation. New co–production partnerships launched in 2022
included National Park After Dark and True Crime With Kendall Rae.
Audioboom Studios’ revenue in 2022 was US$2.8 million
(growth of 13% over 2021’s US$2.4 million) and the unit
continues to contribute a more favourable gross margin to the
business.
Overview of the Market
Audioboom’s position as the world’s leading pureplay
podcast publisher
trusted
measurement services Triton Digital’s Podcast Reports,
Podtrac’s Podcast Ranker, and Edison’s Top Podcast Networks
chart:
is highlighted by
three
• In Edison Research’s list of largest podcast publishers,
Audioboom ranks as 4th for 202122, only beaten by
Spotify, SiriusXM and iHeartMedia. Edison’s list is the only
ranker that measures all podcast companies.
• In Triton Digital’s US ranker Audioboom is currently the
5th largest publisher in terms of unique audience reach,
and during 2022 achieved 4th place on the list.
• Audioboom also ranks as the 3rd largest publisher in
Triton’s New Zealand, Australian and Canadian rankers.
• Audioboom would rank as the 4th largest podcast
publisher if the Company optedin to Podtrac’s industry
ranker, on both metrics – US unique audience and global
monthly downloads.
06 Annual Report & Financial Statements 2022
On each measurement service Audioboom ranks as the
highest independent podcast publisher, as well as the highest
ranking pureplay podcast publisher.
by macroeconomic
The market continued to grow in 2022, although was
restricted
PwC’s
Entertainment and Media Outlook report projects podcast
industry revenue to have grown by 15% in 2022 –
Audioboom’s own 24% growth therefore significantly
outperforming the market by 60%.
conditions.
Audioboom has now outperformed the industry’s growth in
each of the past five years our average annual
outperformance of the industry is 70%.
The clearest and most significant result of this performance
is the growth of our market share over this fouryear period.
In 2017 our market share was 1.9%, growing to 6.3% in 2022.
The podcast market is expected to continue its expansion,
albeit tempered by market conditions, with projected growth
of 8.1% in 2023 Audioboom expects to continue to grow at
a faster rate than the wider market, further increasing our
market share.
2022 saw a lower level of M&A across the industry, with
transactions also at a much lower price point than in previous
years. Notable corporate activity in 2022 includes:
• Spotify’s acquisition of data providers Chartable and
Podsights;
• Libsyn’s acquisitions of Podcast Ad Reps and Julep Media;
and
• Acast’s acquisition of Podchaser
Audioboom’s business model, structure and financial
performance continues to provide strong optionality on our
future path. Our global scale and ownership of technology
and content production will make us an attractive proposition
for major media or technology businesses looking to fasttrack
a leadership position in podcasting. Alternatively, our
profitable business model sees us funded for continued
growth and a strong future as the leading independent player
in the space. The Board will continue to strive to deliver
further shareholder value.
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Audioboom Group plc
STRATEGIC REPORT
Financial Review
In 2022, the Company recognised record revenue, record
adjusted EBITDA and generated US$5.1 million of positive
cash flow, consisting of US$3.2 million from operating
activities and US$1.9 million from financing activities. The
Company continued to take market share from our
competitors for the fifth year in a row and we delivered this
with our lean efficient headcount of 45 in 2022.
Revenue increased by 24% to US$74.9 million from
US$60.3 million in 2021. In 2022, as in the prior year, 96%
of Group revenue was generated in the United States which
is the largest and most developed market for podcasting.
There was exceptional growth in Showcase revenue which
was up 70% year on year, and at Sonic Influencer Marketing,
which has trebled its top line revenue in two years to over
US$15.0 million.
Group gross margin decreased to 19% in 2022 (2021: 22%)
with Audioboom continuing to have a mix of revenue streams,
contributing different gross margins. Premium revenue
where advertising is placed on third party podcasts via the
Audioboom sales teams yielded a 16% gross margin as it was
impacted by truing up podcast partner minimum guarantee
payments, Showcase contributed a 32% gross margin and
Audioboom Studios contributed a 27% gross margin. Sonic
Influencer Marketing contributes a gross margin of 14% and
therefore, given the continued growth of this business, this
impacts the overall Group gross margin.
The Company continued to control overheads during the year
and we have aligned staff globally to ensure that every
employee contributes to the growth of the business. We
continue to monitor the cost base closely and align it to the
Company’s operational demands and this will continue into
2023 as we focus on areas that we believe can drive further
revenue growth. Post year end we have reduced our
headcount from 45 to 39, in line with the average 2021
headcount.
The total loss before tax for the year was US$0.4 million
versus the prior year US$1.7 million profit, mainly due to the
higher noncash sharebased payment charge of US$4.4
million related to the awarding of share options during the
year. The total comprehensive loss of US$3.0 million (2021:
US$7.0 million profit) included a charge of US$0.3 million in
relation to the partial unwinding of the deferred tax asset
recognised in 2021, which materially inflated the total
comprehensive profit in 2021 and can be utilised to offset tax
arising on future taxable profits.
The Company generated a cash inflow from operating
activities of US$3.2 million
(2021: cash outflow of
US$0.8 million) as it continued to operate an extremely
efficient working capital cycle which is now established in
terms of processes built and refined over the last five years.
Debtor collections continue to be strong and, over the last
three years, collections have averaged 93% of revenue
recognised in the year. The implementation of the bespoke
podcast advertising booking system in 2018, continued
improved cash collection and sustained revenue growth has
led to 2022 debtor days of 68 being 26 lower than the
94 reported in 2021. The Company implemented a new
accounting system in the year, with Netsuite replacing Xero.
We have seen immediate benefits of this implementation with
automated debtor chasing and improvements in payment run
processes which have both driven further improvements in
the working capital cycle. The Company continues to incur
very minimal bad debt write offs (US$0.2 million in 2022 and
US$0.1 million in 2021) and average payable days remained
flat year on year at 55 days in both 2022 and 2021.
The Company ended 2022 with cash of US$8.1 million,
US$5.1 million higher than at 31 December 2021
(US$3.0 million). In addition, the Company had access to a
US$1.8 million undrawn overdraft with HSBC. Therefore, the
Company had access to circa US$9.9 million going into 2023,
with the Company being fully funded for its current growth
trajectory.
The Company's overall trading for the period, as measured by
adjusted EBITDA (earnings before interest, tax, depreciation,
amortisation, share based payments, noncash foreign
items),
exchange movements and before exceptional
recorded a profit of US$3.6 million, 15% up on the prior year
(US$3.1 million).
The financial results detailed above are pleasing, especially
when set against a challenging market backdrop in H2, and
illustrate that the drive to
increase revenues whilst
maintaining strong cost management is working and should
deliver significant shareholder value as the Company
continues to take market share in the growing podcast
industry.
Annual Report & Financial Statements 2022
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Audioboom Group plc
STRATEGIC REPORT
Chief Executive Officer’s Review
(continued)
Outlook
2023 is set to be another positive year for Audioboom. We
are still operating in a weakened advertising market, but
expect it to recover as the year develops. Brands are
continuing to trust podcasting as a key part of their marketing
mix, which is highlighted by the US$50 million of advertising
revenue that we currently have booked for 2023.
Audioboom continues to focus on building the world’s leading
podcasting business, and I am pleased with the start we have
made in 2023. I look forward to the future with confidence
and would like to thank our creators, clients, customers and
partners, as well as our incredibly talented Audioboom team
and our supportive shareholders.
Stuart Last
Chief Executive Officer
22 March 2023
We are ensuring that the business is resilient to any further
economic impacts through careful management of our
operational costs. In January we implemented a restructure
within the Company with a 15% reduction in workforce, and
additionally we have successfully renegotiated our thirdparty
adtech costs. Combined, these changes will offer significant
savings, and alongside our record yearend cash position of
US$8.1 million, make us resilient and fit for the future.
We will continue to invest, however, in key revenuefocused
areas of the business, primarily the expansion of our
advertising sales operation in our key territories of the US and
UK in order to grow our Premium customer base beyond the
core group of performancefocused or ‘direct response’
advertisers that have been key to our revenue growth over
the past 5 years. Our new investment will build a team
focused on the development of a new set of brandawareness
customers. These advertisers are mature brands, with larger
global budgets, represented by leading advertising agencies
our renewed investment into our sales operation will enable
the business to access these budgets, increase the fill rate of
our premium advertising product, develop pricing
competition, and optimise our revenue.
Operationally 2023 has started well with further expansion
of our Creator Network. Showcase, our techbased
advertising product, is continuing to grow fast in February
we supplied a record 540 million impressions in the
marketplace (vs 343 million in December 2022) through a
focus on optimising the supply of our advertising inventory.
We expect inventory levels to continue to grow throughout
the year, with more than 6 billion impressions projected to be
made available to advertisers in Showcase during 2023.
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Audioboom Group plc
STRATEGIC REPORT
Principal Risks and Uncertainties
The Board and management regularly review and monitor the key risks involved in running and operating the business. The future
success of the Group is dependent on the Board’s ability to implement its strategy. The model for the future development of the
Group is reliant on its ability to achieve and maintain a critical mass of quality content providers and its ability to derive advertising
revenue from agencies and users of advertising who want to access the audience for Audioboom’s services. The table below sets
out a number of the material risks together with relevant mitigating factors:
Risk
Description
Mitigation
Industry risk
The Group operates within competitive markets
and its business, results, operations and financial
condition could be materially adversely affected by
the actions of its competitors and suppliers.
The Board believes that it has adopted a competitive
business strategy, as described further in this Strategic
Report, which it continues to monitor and adapt as
required.
Liquidity risk
The Group’s competitors could bring superior scale,
better known brands, deeper experience or more
compelling products to bear against the Group’s
existing and potential business. Intense competition
could increase pricing pressure in the market,
manifested, for example, through declining revenue
shares, or increased reliance on the payment of
advances or minimum guarantees ahead of
commercial deals.
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.
Any adverse events relating to the Group’s business,
such as a significant shortfall in revenue in relation
to the Group’s expectations, would have an adverse
effect on the Group’s business, operating results and
financial condition. Whilst the Group has made
significant progress and generated positive cashflow
of US$5.1 million during 2022, consisting of US$3.2
million from operating activities and US$1.9 million
from financing activities, there can be no assurance
that the Group will be able to maintain this in the
event of a revenue downturn to generate positive
cashflows in any future period.
Management monitors the Group’s financial
performance closely with a strong focus on cash
control and the Group generated positive cashflow
of US$5.1 million in 2022, consisting of US$3.2
million from operating activities and US$1.9 million
from financing activities. In addition, to supplement
available cash reserves, a £1.5 million overdraft with
HSBC was secured in 2022 (and remains undrawn).
Forecasts have been prepared on a base case basis and
the Group’s available funds are expected to be sufficient
to continue to fund the Group’s continued growth.
Cash flow modelling, sensitivity testing and business
contingency planning have all been completed to
make this assessment and will be kept under
constant review.
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Retention/
attraction of key
staff
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.
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Audioboom Group plc
STRATEGIC REPORT
Principal Risks and Uncertainties
(continued)
Risk
Description
Mitigation
Continued growth
in content
partners
Ability to
monetise the
advertising
opportunity
Success of the Group’s strategy relies heavily on the
ongoing 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,
wellfunded media organisations and broadcasters
focus on podcasting. Key competitors in the
independent sector of podcasting include Spotify,
Amazon and Sirius XM.
Any adverse events relating to the Company’s
business such as a significant shortfall in revenue in
relation to the Company’s expectations could have
an adverse effect on the Company’s ability to
satisfy minimum guarantees in place with partners.
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.
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
potentially profitable partners are offered such
terms.
Ongoing 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.
While Audioboom’s revenue is significantly exposed
to the health and performance of the general
advertising market, the Company is actively
diversifying its advertising model, including: the
development of a ‘brand awareness’ sales unit; the
strong growth of programmatic adtech; its brand
direct platform through Sonic; and its global
advertising partnerships. This will spread risk should
elements of the advertising market (either product
or locationbased) be impacted negatively by wider
economic conditions.
Technology
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.
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.
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Audioboom Group plc
STRATEGIC REPORT
Risk
Description
Mitigation
IT infrastructure
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.
Content
Competitive
conflict
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.
Sonic Influencer Marketing operates on the buy
side of the advertising divide. As such there are
some conflicts with Audioboom which operates on
the sellside. 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 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.
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 March 2023 and was signed on its behalf by:
Stuart Last Chief Executive Officer
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Audioboom Group plc
GOVERNANCE
Board of Directors
Background
and experience
Michael Tobin OBE
Nonexecutive 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
worldrenowned 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 – nonindependent
Executive – nonindependent
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.
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Audioboom Group plc
GOVERNANCE
Background
and experience
Roger Maddock
Nonexecutive Director
Steven Smith
Nonexecutive 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 over 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 OffPlan 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
daytoday 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 2022
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Audioboom Group plc
GOVERNANCE
Directors’ Report
The Directors present their report together with the audited financial statements for the period ended 31 December 2022.
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 is 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 (2021: 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 2022 31 December 2021
Ordinary Ordinary
shares of Share shares of
no par value options no par value
Share
options
Brad Clarke 5,000 270,000 –
Stuart Last 34,872 312,000 18,417
Roger Maddock 346,9611 – 346,9611
Steven Smith2 4,764 – 4,764
Michael Tobin3 714,859 – 323,515
235,000
281,000
–
–
–
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 2022.
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. At the period end, Candy Ventures sarl also 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 during the period, Michael Tobin exercised 300,000 warrants to subscribe for ordinary shares which were granted on his appointment to the Board. In addition,
Michael Tobin exercised 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%
Mark Horrocks and family interests 6.0%
Herald Investment Management Limited 5.6%
Nashida Islam Bonnier 5.4%
Michael Tobin 4.4%
1 including holdings via Candy Ventures sarl of which Nick Candy is a 90% shareholder
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Audioboom Group plc
GOVERNANCE
Employee involvement
Our employees are one of our most important stakeholder groups. The Group’s policy is to encourage involvement at all levels,
as it believes this is essential for the success of the business. Through an annual survey, employees are encouraged to present
their views and suggestions in respect of the Group’s performance and policies. The Board also seeks to deepen employee
engagement through the extensive reach of its share option scheme to all levels of staff.
Financial risk management objectives and policies
The Group’s financial instruments comprise cash, liquid resources and various items, such as trade receivables and trade payables
that arise directly from its operations. The main risks arising from the Group’s financial instruments are currency risk, interest
rate risk, credit risk and liquidity risk. The Directors review the policies for managing each of these risks on an ongoing basis
and they are summarised in note 20 to the financial statements. These policies have remained unchanged from previous periods.
Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Group will have sufficient
funds to continue in operational existence for at least twelve months from the date of approval of the financial statements.
The Group ended the year with access to US$8.1 million of cash and a £1.5 million HSBC overdraft remaining available to
draw down. The Board’s forecasts for the Group, including due consideration of the business forecasting continuing positive
EBITDA in 2023, projected increase in revenues and cash utilisation of the Group and taking account of reasonably possible
adverse changes in trading performance, including changes outside of expected trading performance, indicate that the Group
will have sufficient cash available to continue in operational existence for the next 12 months from the date of approval of the
financial statements and beyond. This includes considering those partner contracts that have minimum guarantees attached to
them and assessing whether there will be any adverse effect should there be prolonged adverse trading performance. Based
on the Board’s forecasts, the Group considers that it will not require additional funding for the foreseeable future for the
purposes of meeting its liabilities as and when they fall due. The Board believes that the Group is well placed to manage its
business risks, and longerterm 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.
Change of control
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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.
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Audioboom Group plc
GOVERNANCE
Directors’ Report
(continued)
Directors’ responsibility statement
The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare Group financial statements for each financial period.
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing the Group
financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with UK adopted international accounting standards; 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 forwardlooking 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 forwardlooking statements. Nothing in this Annual
Report should be construed as a profit forecast.
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Audioboom Group plc
GOVERNANCE
Annual General Meeting
All registered holders of ordinary shares are entitled to attend the annual general meeting of the Company (AGM). 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 March 2023
Company registration no: 85292 (Jersey)
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Audioboom Group plc
GOVERNANCE
Corporate Governance Report
Responsibility for good governance lies with the Board. This Corporate Governance Report details the corporate governance
arrangements which the Company currently has in place and the steps being taken to 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 AIMquoted 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 2022 and since the period end, the following key governance matters were addressed, amongst others:
• Review and update of the delegation of Board authority
• Board selfevaluation process
• Executive management remuneration review – setting and monitoring performance targets
• Seeking clarity around the holdings (and disclosure thereof) of certain significant shareholders
Role of the Board and management
The Board’s primary role is the protection and enhancement of longterm 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/creditrisk limits).
During the period, the delegation of Board authority was reviewed and updated.
Management’s role is to implement the strategic plan established by the Board and to work within the corporate governance
and internal control parameters established by the Board.
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Audioboom Group plc
GOVERNANCE
Role of Chairman and Chief Executive Officer
There is a clear division of responsibilities between the running of the Board and the executive responsible for the Group’s
business.
The Chairman is responsible for leadership of the Board, ensuring its effectiveness and setting the agenda for Board meetings.
Once strategic objectives have been agreed by the Board, it is the Chief Executive Officer’s responsibility to ensure they are
delivered upon and consistently to be accountable to the Board. The day to day operations of the Group are managed by the
Chief Executive Officer and his management team.
Board processes
The full Board meets monthly and at any other time as may be necessary to address any specific significant matters that may arise.
The agenda for Board meetings is prepared in conjunction with the Chairman. Submissions are circulated in advance and for regular
Board meetings will include operational and financial updates together with papers relating to specific agenda items.
Management prepare finance reports ahead of each regular Board meeting which allow the Board to assess the Company’s activities
and review its performance. In addition to the Executive Directors, other members of management may be involved in Board
discussions as appropriate.
To assist in the execution of its responsibilities, the Board has established an Audit Committee and a Remuneration Committee
(which can also sit as a Nominations Committee where required) and a framework for the management of the consolidated entity
including a system of internal control.
Risk management and internal control
The Board is ultimately responsible for the Company's system of internal control and for reviewing its effectiveness. This
includes financial, operational and compliance controls and riskmanagement systems. There is an ongoing 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. During the year,
the Company successfully implemented a new accounting system which will drive further financial process improvement in
the future.
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.
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Audioboom Group plc
GOVERNANCE
Corporate Governance Report
(continued)
Composition of the Board
The Board currently comprises five Directors. Further detail on the Directors and independence of the Board are included on
pages 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 nonexecutive Directors,
• the role of Chairman is to be filled by a nonexecutive 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 reelection 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
nonexecutive Directors to the Board;
• to ensure that the Company reviews the balance and effectiveness of the Board and the senior executive management
team, identifying the skills and experience needed for the next stage in the Company’s development and those individuals
who might best provide them, including appropriate succession plans and considering possible internal candidates for future
Board roles.
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Audioboom Group plc
GOVERNANCE
Directors’ attendance record
The following table provides details of attendance by Directors (and/or their alternates where applicable) at Board and
Committee meetings held during the period. The majority of these meetings were held via videoconference.
Board
Number of
meetings
Number Number of
meetings
attended
Audit Committee Remuneration Committee
Number Number of
meetings
attended
Number
attended
Brad Clarke
Stuart Last
Roger Maddock
Steven Smith
Michael Tobin
Time commitment
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13
13
13
13
13
13
13
11
13
2
2
2
2
1
2
2
2
2
2
1
2
The Executive Directors are full time employees of the Group. The nonexecutive Directors are committed to at least
15 working days per annum on Company business (20 days for the Chairman).
Board effectiveness and evaluation
Post period end, the Board carried out a selfevaluation 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 nonexecutive Director(s), with focus on US podcast industry experience and greater diversity
• succession planning
• consideration of strategic growth opportunities
• addressing shareholder register and attracting institutional investors
• a return to more inperson board meetings
Each of the above remain under consideration.
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Audioboom Group plc
GOVERNANCE
Corporate Governance Report
(continued)
Corporate culture
The Board aims to lead by example and do what is in the best interests of the Company. A large part of the Group’s activities
is centred upon what needs to be an open and respectful dialogue with the key stakeholders, and so in order to grow our
business it is vital that all our employees act in a way that reflects the values of the business.
The Group has developed a set of Company values. All employees are invited to contribute ideas to the Company values and
the Board is able to consider whether the Company’s values are being recognised through feedback received from employees.
The Company also seeks to be an equal opportunities employer, addressing its corporate social responsibility by promoting
equality and diversity in its workforce.
The Group also has a system of performance incentives and a share option scheme to reward staff for performance.
The role of shareholders
The Board of Directors aims to ensure that the shareholders are informed of all major developments affecting the Company's
state of affairs. Information is communicated to shareholders as follows:
• the release of announcements, trading updates and interim and annual financial statements through the Regulatory News
Service and on the Company's website,
• the full annual financial report is sent to all registered shareholders,
• proposed major changes in the Company which may impact on share ownership rights are submitted to a vote of
shareholders, and
• notices of all meetings of shareholders are sent to all registered shareholders.
The Board encourages participation of shareholders at the Annual General Meeting (and/or related investor presentations) 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 provide regular investor presentations for existing and potential
individual shareholders to complement presentations provided to institutional shareholders.
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Audioboom Group plc
GOVERNANCE
Remuneration Committee Report
Overview
The role of the Remuneration Committee is documented in its terms of reference.
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 nonexecutive 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 meetings 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 longterm 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 nonexecutive Directors consists of an annual fee (for the
period in review, £30,000 per annum for nonexecutive Directors and £35,000 per annum for the nonexecutive Chairman).
There is no additional fee for serving on Board committees and nonexecutive 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.
Implementation of the policy
Salary
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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.
Following a benchmark survey and consideration of sector comparables, the salaries of the Executive Directors were increased
for the period.
There was no increase in nonexecutive Director fees in the period, however, following a benchmark review (and noting that
these had not been increased since the Company’s readmission to AIM in 2014), these fees have been increased for the
current year.
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Audioboom Group plc
GOVERNANCE
Remuneration Committee Report
(continued)
Annual bonus
During the period, the Executive Directors were eligible for an annual bonus pursuant to which they could potentially earn up
to 150 per cent of their base annual salary, with an initial 50 per cent linked to meeting internal and market expectations in
respect of revenue and adjusted EBITDA, a further 50 per cent linked to outperformance, and a potential additional 50 per cent
to further incentivise and reflect exceptional outperformance.
The bonuses awarded to the Executive Directors in respect of the period in review equated to 25 per cent of respective base
annual salaries.
Revised bonus parameters have been established for 2023. These would require specific outperformance of market
expectations before any revenue/EBITDA related bonus would accrue. Additionally, up to 25% of base annual salary may be
earned as a bonus for meeting targets in respect of a number of other criteria which are considered important to the operation
of the business.
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.
120,000 options were granted to Directors during the year. 29,000 options were exercised by Stuart Last and 25,000 options
were exercised by Brad Clarke 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
95,000 £1.30 20 March 2019
19 March 2031
50,000 £4.45 19 March 2021
60,000 £15.55 20 May 2022
20 May 2032
Stuart Last 10,660 £4.125 24 September 20151 24 September 2025
7,000 £3.125 9 March 20161
9 March 2026
50,340 £2.185 8 May 20171
8 May 2027
44,000 £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
20 May 2032
60,000 £15.55 20 May 2022
1 options granted prior to being appointed as a Director
These options typically vest and become exercisable over a threeyear 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.
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Audioboom Group plc
GOVERNANCE
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 sixmonth 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
sixmonth 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. During the period, Michael Tobin exercised all of these Warrants.
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 previously provided 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. During the period, 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:
Salary/fees
US$’000
Current Directors:
Brad Clarke 199
Stuart Last 270
Roger Maddock (nonexecutive) 37
Steven Smith (nonexecutive) 37
Michael Tobin (nonexecutive Chairman) 43
2022
Total
Bonus emoluments
US$’000 US$’000
2021
Total
emoluments
US$’000
48 247
66 336
– 37
– 37
– 43
392
479
41
41
48
586
114 700
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 nonexecutive 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$7,875 during the period (2021:
US$6,300), and for Brad Clarke with contributions of US$5,799 (2021: US$5,157). 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.
Annual Report & Financial Statements 2022
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Audioboom Group plc
GOVERNANCE
Remuneration Committee Report
(continued)
Committee performance evaluation
Post periodend, the operation and performance of the Remuneration Committee were considered by the Board as a
component of its selfevaluation process. No material areas of concern were raised, although it was noted that the appointment
of a new nonexecutive Director with experience of the US podcast market would be beneficial in contributing to discussions
around executive incentivisation and remuneration. 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 March 2023
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Audioboom Group plc
GOVERNANCE
Audit Committee Report
Overview
The purpose of the Audit Committee is to assist the Board in the effective discharge of its responsibilities for financial reporting,
corporate control and risk management. Its objectives are:
• to increase shareholder confidence and to ensure the credibility and objectivity of published financial information;
• to assist the Board in meeting its financial reporting responsibilities;
• to assist the Board in ensuring the effectiveness of the Company’s internal accounting and financial controls;
• to strengthen the independent position of the Company’s external auditors by providing channels of communication
between them and the nonexecutive 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. 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 nonexecutive Directors: Roger Maddock (Chairman),
Michael Tobin and Steven Smith.
Audit Committee meetings
The Audit Committee met twice 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 minimum guarantees, 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 2021 audited financial statements;
• review and approval of the 2022 unaudited interim financial statements;
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Audioboom Group plc
GOVERNANCE
Audit Committee Report
(continued)
• review and approval of the 2022 audit plan; and
• review and approval of the 2022 audited financial statements.
Committee performance evaluation
Post period end the operation and performance of the Audit Committee were considered by the Board as a component of its
selfevaluation 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 readmission to AIM in 2014.
They were last reappointed at the AGM on 18 July 2022. 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 nonaudit services
The Audit Committee reviews with management the engagement of the external auditor for nonaudit services and the level
of associated nonaudit fees. For the period to 31 December 2022, the auditor earned £nil in respect of nonaudit 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 March 2023
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Audioboom Group plc
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Shareholders of Audioboom Group plc
For the year ended 31 December 2022
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 2022 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 UK adopted international accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the Group’s affairs as at 31 December 2022 and of the Group’s loss for the year
then ended;
• have been properly prepared in accordance with UK adopted international accounting standards; 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 12 months
from the date of the signing of the financial statements. 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 lossmaking contracts including minimum
guarantee payments in excess of revenue generated by them. 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 mitigations available.
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'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.
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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
How our scope addressed this matter
Onerous contracts and accounting treatment of minimum
guarantee
In response to this risk, we performed the following
procedures:
As at the balance sheet date, the Group has made
additional payments to content providers over and above
revenue share rates to meet minimum guarantee
commitments. Where additional payments have been
recognised as a deferred cost of sale asset, there is a risk
that the corresponding asset is materially overstated if
revenue generation relating to this contract does not
substantially increase. The risk is heightened by the fact
that revenue generation in the latter periods of this
contract is subject to uncertainty.
There is a further risk that material onerous contract
provisions should be recognised in relation to any deficit
that is not expected to be recouped in later periods.
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 revenue has been materially
misstated either as a result of fraud or error.
30 Annual Report & Financial Statements 2022
• Obtained and reviewed the relevant contracts to
understand the terms of the agreement with the
content providers and the period over which the
minimum guarantees are calculated and payable.
• We verified the arithmetical accuracy and integrity of
management’s assessment.
• Considered the Group accounting policy in relation to the
treatment of the minimum guarantee payments to assess
whether in line with the relevant accounting standards.
• Challenged management’s assessment
the
recoverability of any material minimum guarantee
assets. We verified inputs to historical trends where
possible and critically assessed the assumptions built
into the model by comparing to other similar contracts.
for
• For contracts where minimum guarantee payments had
been required without supporting revenue, we reviewed
management’s assessment pertaining to whether a
provision for an onerous contract was required. We
reviewed such assessments by considering the
reasonableness of management’s assumptions around
future download growth and advertising rates in
conjunction with the relevant accounting standards.
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.
• Evaluated 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 cutoff procedures to assess the
accuracy of revenue recognised around the reporting date.
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Audioboom Group plc
FINANCIAL STATEMENTS
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements
on our audit and on the financial statements. For the purposes of determining whether the financial statements are free from
material misstatement we define materiality as the magnitude of misstatement that makes it probable that the economic
decisions of a reasonably knowledgeable person, relying on the financial statements, would be changed, or influenced. We
determined overall materiality for the Group financial statements as a whole to be US$900,000 being 1.18% 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$45,000 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) Law 1991 requires
us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Group, 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.
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Audioboom Group plc
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Shareholders of Audioboom Group plc (continued)
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 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 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 noncompliance 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 Group and industry, we considered the extent to which noncompliance with laws and
regulations could have a material effect on the financial statements. We also identified and considered those laws and
regulations that have a direct impact on the preparation of the financial statements such as the Companies (Jersey) Law 1991,
corporation 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
noncompliance;
• 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;
• We assessed whether the Group’s control environment is adequate for the size and operating model of such a Group.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or noncompliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we
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Audioboom Group plc
FINANCIAL STATEMENTS
will be less likely to become aware of instances of noncompliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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)
For and on behalf of Haysmacintyre LLP, Statutory Auditors
10 Queen Street Place
London
22 March 2023
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Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2022
Continuing operations
Revenue
Cost of sales
Gross profit
Other income – forgiven loan liability
Administrative expenses
Adjusted operating profit
– Share based payments
– Depreciation
– Depreciation – leases
– Operating foreign exchange gain
– Contract settlement
– Restructuring costs
Operating (loss) / profit
Finance costs
(Loss) / profit before tax
Taxation on continuing operations
(Loss) / profit for the financial period attributable to equity holders
of the parent
Other comprehensive (loss) / profit
Foreign currency translation difference
Total comprehensive (loss) / profit for the period
(Loss) / profit per share
from continuing operations
Basic and diluted EPS
Diluted EPS
Basic EPS
All results for both periods are derived from continuing operations.
Notes
2
17
14
19
3
6
7
8
8
8
2022
US$’000
2021
US$’000
74,879
(60,667)
14,212
374
(14,909)
3,591
(4,358)
(47)
(250)
1,141
(400)
–
(323)
(106)
(429)
(328)
(757)
(2,233)
(2,990)
60,317
(47,066)
13,251
–
(11,452)
3,133
(1,174)
(55)
(252)
163
–
(16)
1,799
(87)
1,712
5,275
6,987
6
6,993
(4.7) cents
–
–
–
40 cents
45 cents
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Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Financial Position
As at 31 December 2022
ASSETS
Noncurrent assets
Property, plant and equipment
Right of use asset
Deferred tax asset
Current assets
Trade and other receivables
Cash and cash equivalents
Deferred tax asset
TOTAL ASSETS
Current liabilities
Trade and other payables
Provision
Lease liability
NET CURRENT ASSETS
Noncurrent liabilities
Lease liability
NET ASSETS
EQUITY
Share capital
Share premium
Issue cost reserve
Foreign exchange translation reserve
Reverse acquisition reserve
Retained earnings
TOTAL EQUITY
As at
31 December 2022
US$’000
US$’000
As at
31 December 2021
US$’000
US$’000
Notes
9
14
7
11
7
12
19
14
14
13
13
59
329
3,609
16,013
8,067
805
77
576
4,650
3,997
5,303
18,147
2,969
625
24,885
28,882
(10,614)
(400)
(278)
13,593
(80)
17,510
–
62,902
(2,048)
(2,502)
(3,380)
(37,462)
17,510
21,741
27,044
(12,167)
–
(269)
9,305
(358)
14,250
–
61,011
(2,048)
(270)
(3,380)
(41,063)
14,250
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The accompanying accounting policies and notes form an integral part of these financial statements.
These financial statements for Audioboom Group plc (Jersey company registration number 85292), which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement
of Cash Flow, the Consolidated Statement of Changes in Equity and related notes 1 to 21 were approved and authorised for
issue by the Board of Directors on 22 March 2023 and were signed on its behalf by:
Brad Clarke
Chief Financial Officer
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Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Cash Flow Statement
For the year ended 31 December 2022
(Loss) / profit from continuing operations
(Loss) / profit for the period
Adjustments for:
Tax charge / (credit)
Interest payable
Depreciation of fixed assets
Share based payments
Decrease / (increase) in trade and other receivables
(Decrease) / increase in trade and other payables
Decrease in lease liability
Foreign exchange loss
Cash flows from operating activities
Investing activities
Purchase of property, plant and equipment
Net cash used in investing activities
Financing activities
HSBC loan proceeds
Proceeds from issue of ordinary share capital
Net cash generated from financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Notes
12
2022
US$’000
(757)
(757)
328
106
47
4,358
2,134
(1,154)
(269)
(1,557)
3,236
(29)
(29)
–
1,891
1,891
5,098
2,969
8,067
2021
US$’000
6,987
6,987
(5,275)
87
55
1,174
(10,120)
6,712
(348)
(80)
(808)
(43)
(43)
374
189
563
(288)
3,257
2,969
The Group had no borrowings at the end of either financial period and therefore no reconciliation of net debt has been provided.
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Audioboom Group plc
FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
Foreign
Issue Reverse exchange
Share Share cost acquisition translation Retained Total
capital premium reserve reserve reserve earnings equity
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
At 31 December 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
Equitysettled sharebased payments – – – – – 1,174 1,174
Foreign exchange gain on translation
of overseas subsidiaries – – – – 6 – 6
At 31 December 2021 – 61,011 (2,048) (3,380) (270) (41,063) 14,250
Loss for the period – – – – – (757) (757)
Issue of shares – 1,891 – – – – 1,891
Equitysettled sharebased payments – – – – – 4,358 4,358
Foreign exchange loss on translation
of overseas subsidiaries – – – – (2,232) – (2,232)
At 31 December 2022 – 62,902 (2,048) (3,380) (2,502) (37,462) 17,510
Share premium
Share premium represents the consideration paid for shares in excess of par value (nil), less directly attributable costs.
Issue cost reserve
The issue cost reserve arose from expenses incurred on share issues.
Reverse acquisition reserve
The reverse acquisition reserve relates to the reverse acquisition of Audioboom Limited by Audioboom Group plc on
20 May 2014.
Foreign exchange translation reserve
The foreign exchange translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign operations.
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
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 Financial Reporting Standards and
International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations
(collectively IFRSs). The financial statements have been prepared on the historical cost basis. The consolidated financial
statements have been prepared in accordance with and in compliance with the Companies (Jersey) Law 1991, an amendment
to which (Amendment No. 4 s. 105(11) – 2009) means separate parent company financial statements are not required.
The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are
based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates.
New and amended IFRS Accounting Standards that are effective for the current year
In the current year, the Group has applied a number of amendments to IFRS Accounting Standards issued by the International
Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January
2022. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial
statements.
• Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) (effective for periods commencing on or after
1 January 2022);
• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) (effective for periods commencing
on or after 1 January 2022);
• Annual Improvements to IFRS Standards 20182020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41) (effective for
periods commencing on or after 1 January 2022); and
• References to Conceptual Framework (Amendments to IFRS 3) (effective for periods commencing on or after 1 January 2022).
New and revised IFRS Accounting Standards in issue but not yet effective
Certain standards, amendments to, and interpretations of, published standards have been published that are mandatory for
the Group’s accounting years beginning on or after 1 January 2023 or later years and which the Group has decided not to
adopt early:
• IFRS 17: Insurance Contracts (effective for periods commencing on or after 1 January 2023);
• IAS 1: Classifications of Liabilities as Current or NonCurrent (effective for periods commencing on or after 1 January 2023);
• IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies (effective for periods commencing on or after
1 January 2023);
• IAS 8: Definition of Accounting Estimates (effective for periods commencing on or after 1 January 2023); and
• IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective for periods commencing
on or after 1 January 2023).
None of the above listed changes are anticipated to have a material impact on the Group’s financial statements.
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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$8.1 million of cash and a £1.5 million HSBC overdraft remaining available to
draw down. The Board’s forecasts for the Group, including due consideration of the business forecasting continuing positive
EBITDA in 2023, projected increase in revenues and cash utilisation of the Group and taking account of reasonably possible
adverse changes in trading performance, including changes outside of expected trading performance, indicate that the Group
will have sufficient cash available to continue in operational existence for the next 12 months from the date of approval of the
financial statements and beyond. This includes considering those partner contracts that have minimum guarantees attached to
them and assessing whether there will be any adverse effect should there be prolonged adverse trading performance. Based
on the Board’s forecasts, the Group considers that it will not require additional funding for the foreseeable future for the
purposes of meeting its liabilities as and when they fall due. The Board believes that the Group is well placed to manage its
business risks, and longerterm 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 intragroup 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
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The Directors have considered the requirements of IFRS 15 in respect of multiple performance obligations within one contract
and have not identified any such instances. There are no contracts which incorporate variable or contingent consideration.
The Group entities, Audioboom Limited and Sonic Influencer Marketing, are both considered to be the principal entity in terms
of revenue recognition. The entities set or communicate the advertising pricing that is required to advertise on represented
podcast content, contracts directly with the brand or agency to secure the advertising and confirms the date at which that
advertising will be allocated. The entities are also responsible for invoicing and collecting payment from customers who have
booked advertising slots and furthermore bear inventory risk associated with advertising slots acquired but not sold.
Content partner minimum revenue guarantees
In order to attract and retain leading podcast partners, the Group offers certain partners minimum revenue guarantees (“MG”)
over the life of the agreement between the parties. The MG offers guaranteed revenue over the life of the agreement in the
form of monthly payments and/or an upfront advance payment, which is then recouped over the life of the agreement, thus
reducing future expected payments proportionally. The MGs provided secure the right of access to future content and therefore
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FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
the expenditure in relation to these guarantees is recognised over the term of the contract, as this is the period over which the
content providers' obligations are discharged to the Group and accordingly the basis on which the Group consumes the benefit
of these obligations. In accordance with IFRS 9, no liability is recognised at the date of the contract as the MG relates to future
performance obligations of the content provider.
Should a contract be considered onerous (i.e., it is expected to give rise to an unavoidable loss) then that loss is provided for
at the reporting date if the contract and conditions associated with it were in place at the year end.
Should a multiyear contract generate a revenue share that is lower than the MG in the initial stages of the contract but is
expected to generate revenue share that is higher than the MG over the entire length of the contract, the payments made will
be held as an asset on the balance sheet.
Foreign currency
For the purpose of the consolidated financial statements, the results and financial position of each Group company are
expressed in US Dollars, which is the presentational currency of the consolidated financial statements. The majority of trade in
the Company is recognised in Audioboom Limited, whose functional currency is sterling, along with the Audioboom Group plc
entity. These entities are consolidated at a Group level in US Dollars, along with Audioboom Inc and Austin Advertising Inc,
whose functional currency is US Dollars.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional
currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance
sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on
the balance sheet date. Nonmonetary 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 straightline 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 daytoday 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.
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Audioboom Group plc
FINANCIAL STATEMENTS
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 noncurrent liabilities. The fair value of the lease asset and corresponding liability is calculated as the present
value of the minimum value of lease payments for which the Group will become liable, discounted at a rate considered appropriate.
Lease rental payments are split between a reduction in the lease liability and finance cost, with depreciation charges of the right of
use asset over its useful economic life recognised as an expense in the Group’s income statement.
Payments made under operating leases, where the risks and rewards are not transferred to the Group, are recognised as an expense
in the income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other shortterm, highly liquid investments that
are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of Audioboom Group plc and all its subsidiary
undertakings up to 31 December 2022, with comparative information presented for the year ended 31 December 2021. No
profit and loss account is presented for Audioboom Group plc as permitted by Companies (Jersey) Law 1991.
Subsidiaries are all entities over which the Group has the power to control the financial and operating policies and is exposed
to or has rights over variable returns from its involvements with the investee and has the power to affect returns. Audioboom
Group plc obtains and exercises control through more than half of the voting rights for all its subsidiaries. All subsidiaries have
a reporting date of 31 December and are consolidated from the acquisition date, which is the date from which control passes
to Audioboom Group plc.
The results of associate undertakings are consolidated under the equity method of accounting. The Group applies uniform
accounting policies and all intragroup 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 straightline basis over the vesting period. Nonmarket 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.
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Warrants
Warrants issued to Directors, employees and thirdparty 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.
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profits (‘temporary
differences’) and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Where there are deductible temporary differences arising in subsidiaries,
deferred tax assets are recognised only where it is probable that they will reverse in the foreseeable future and taxable profits
will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient tax profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited to the statement of income.
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 shortterm receivables when the recognition of interest would be immaterial.
Financial liabilities
All financial liabilities are initially measured at fair value plus directly attributable transaction costs and subsequently measured
at amortised cost using the effective interest method, other than those categorised as fair value through profit or loss. Financial
liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the reporting date.
Equity instruments
Instruments classified as equity are measured at cost and are not remeasured subsequently.
Critical accounting judgements and key areas of estimation uncertainty
Minimum guarantees
The Group offers contracts of between one and three years to secure advertising representation of third party podcast partners.
The contracts can include commitments to pay Minimum Guarantee (MGs) revenue shares over the contractual period to the
third party. Should the revenue share generated not be above the MG contractual amount, the Group will need to true up the
revenue share payments to the MG level. The Group continually assesses its exposure to onerous contracts by assessing
contractual MGs (see note 18 for further detail on MGs contracted at the year end). There is an element of uncertainty with
all contracts signed as they are based on future expected revenue generation and if the future performance does not meet
expectations, it may result in a material cash outflow and the recognition of expected losses in the financial period in which
the contract is considered to become onerous.
Share based compensation
The Group issues equity settled share based payments to certain Directors and employees, which have included grants of
options in the current period. Equity settled share based payments are measured at fair value at the date of grant, with the
charge being recognised within the statement of comprehensive income over the period of service to which the grant relates.
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FINANCIAL STATEMENTS
The fair value of share options is measured using a BlackScholes framework. The Directors have used judgement in the
calculation of the fair values of the share based compensation which has been granted during the period, and different
assumptions in the model would change the financial result of the business. Certain share options include performance criteria
and the charge will vary depending on whether that criteria is met, therefore it is an estimate and is uncertain.
Warrants
The Group has issued warrants to certain Directors and third parties. Warrants are measured at the fair value of the service
provided with reference to comparable cash settled transactions or appropriate valuation methodologies at the date of grant,
with the charge being recognised within the statement of comprehensive income over the period of service to which the
grant relates.
IFRS 16: Leases
The Group recognises lease liabilities at the present value of future cash flows. The determination of present value involves
judgements and estimates, in particular in relation to the discount factor to be applied to those cash flows. In determining an
appropriate discount factor the Directors considered a range of factors including the Group’s cost of capital together with the
interest rate charged on the Group’s external debt facilities. Having considered these factors the Directors have assessed that
8% is an appropriate discount factor to determine the value of the Group’s lease liabilities.
Bad debt provision
The Group creates a specific bad debt provision for all debtors which are over 365 days old and reviews all debtors on a
continual basis, providing for any under 365 days which are not deemed to be recoverable. The Group utilises the expected
credit loss model to calculate an appropriate bad debt provision, which incorporates an assessment of historical losses in
deriving a provision to be recognised against the likelihood of future bad debt. Such an assessment requires the application of
judgement, and bad debts may materially exceed the amount provided for at the reporting date.
Recognition and measurement of deferred tax assets
The Group recognises deferred tax assets in relation to unutilised tax losses which can be utilised to offset tax arising on future
taxable profits. Utilisation of these tax losses is dependent on the timing and extent of future taxable profits of the Group.
Therefore the recognition and measurement of deferred tax assets is based on the judgement of the Directors as to this
profitability and represents an area of material estimation uncertainty.
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Revenue
Subscription
Advertising
2022
US$’000
479
74,400
74,879
2021
US$’000
504
59,813
60,317
The Directors consider the Group to operate within one operating segment, content related revenue, and consequently
expenditure and balance sheet analysis is not presented between subscription and advertising services.
Annual Report & Financial Statements 2022
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
Geographical information
The Group’s operations are principally located in the UK and the USA. The main assets of the Group, cash and cash equivalents,
are held in the UK and the USA.
The Group’s revenue from external customers by geographical location is detailed below:
United Kingdom
USA
2022
US$’000
3,327
71,552
74,879
2021
US$’000
2,536
57,781
60,317
The Group invoiced two customers who each represented more than 10% of the reported revenue and in aggregate 31% of
the total invoiced.
The Group currently has two material geographic revenue regions, however, as the Group’s controlling operations are primarily
based in the UK, there is no separation of income, expenditure and sections of the balance sheet for the purposes of
segmental reporting.
3. Operating profit
Operating profit for the period has been arrived at after charging the following:
Depreciation of property, plant & equipment
Operating foreign exchange gain
Staff costs (refer to note 5 for detail)
4.
Auditor’s remuneration
Audit services
Fees for the audit of the consolidated annual financial statements
and the audit of the Company’s subsidiaries pursuant to legislation
2022
US$’000
47
1,141
11,039
2021
US$’000
55
163
7,599
2022
US$’000
2021
US$’000
98
98
89
89
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Audioboom Group plc
FINANCIAL STATEMENTS
5.
Staff costs
Average number of production, editorial and sales staff
Average number of management and administrative staff
Wages and salaries
Social security costs
Pension costs (defined contribution scheme)
Share based payments
Details of Directors’ remuneration are set out in the Remuneration Committee Report on pages 23 to 26.
6.
Finance costs
Depreciation – lease interest (see note 14)
Overdraft arrangement fee
2022
US$’000
87
19
106
The Company has a £1.5 million overdraft facility with HSBC and this was not utilised as at the date of this report.
2022
Number
2021
Number
34
11
45
29
8
37
US$’000
US$’000
5,469
794
418
4,358
11,039
5,900
419
290
990
7,599
2021
US$’000
87
–
87
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
7.
Taxation
Tax reconciliation
The taxation charge on the loss for the period differs from the amount computed by applying the corporation tax rate to the
loss before tax for the following reasons:
(Loss) / profit on ordinary activities before tax
Tax at UK corporation tax rate of 19.00% (2021: 19.00%)
Expenses not deductible for tax purposes
Utilisation of tax losses brought forward
Effect of sharebased payments
Tax charge / (credit) and effective tax rate for the period
Current tax
Foreign tax charge on profits in the year
Deferred tax charge / (credit)
Tax charge / (credit) recognised in the consolidated statement of income
2022
US$’000
2021
US$’000
(429)
(82)
7
(385)
788
328
1,712
325
8
(5,765)
157
(5,275)
2022
US$’000
2021
US$’000
33
295
328
–
(5,275)
(5,275)
The Group has carried forward UK losses amounting to US$26.7 million as of 31 December 2022 (2021: US$31.9 million). The
gross amount of losses upon which the deferred tax asset has been recognised amounts to US$17.9 million (2021: US$22.5 million).
This is based on expected utilisation of future taxable profits as estimated by the Directors. The deferred tax asset is expected to
be utilised within five years. Refer to the Recognition and measurement of deferred tax assets accounting judgement detail in the
accounting policies section for further disclosure.
In March 2021 a change to the future corporation tax rate was substantively enacted to increase from 19% to 25% from 1 April
2023. Accordingly, the rate used to calculate the deferred tax balances at 31 December 2022 is 25% as the timing of the
release of this asset is materially expected to be after this date.
There was a deferred tax liability of US$nil (2021: US$nil).
Deferred tax asset at beginning of period
Utilisation of tax losses
Foreign exchange effect
Total deferred tax asset
Deferred tax current asset (unutilised tax losses)
Deferred tax noncurrent asset (unutilised tax losses)
Total deferred tax asset
46 Annual Report & Financial Statements 2022
2022
US$’000
2021
US$’000
5,275
(295)
(566)
4,414
805
3,609
4,414
–
–
–
5,275
625
4,650
5,275
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Audioboom Group plc
FINANCIAL STATEMENTS
8.
Loss per share
Basic earnings per share is calculated by dividing the profit attributable to shareholders by the weighted average number of
ordinary shares in issue during the period.
IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings
per share, or increase the loss per share. For a lossmaking company with outstanding share options, the net loss per share
would be decreased by the exercise of options. Therefore, as per IAS33:36, the antidilutive potential ordinary shares are
disregarded in the calculation of diluted EPS.
(Loss) / Profit
Weighted average
number of shares
Per share
amount
2022
Thousand
US$’000
Basic and diluted EPS
Loss attributable to equity holders
(757)
16,192
2021
Thousand
US$’000
Basic EPS
Profit attributable to equity holders
Diluted EPS
Profit attributable to equity holders
6,987
6,987
15,695
17,353
Cents
(4.7)
Cents
45
40
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
9.
Property, plant and equipment
Furniture &
equipment Computers Technical Studio
US$’000 US$’000 US$’000 US$’000
Total
US$’000
Cost
At 31 December 2020 26 223 3 124
Additions – 43 – –
At 31 December 2021 26 266 3 124
Additions – 29 – –
Disposals – (130) – (23)
Foreign exchange effect (2) – – –
At 31 December 2022 24 165 3 101
Depreciation
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
Charge for the period 2 28 – 17
Disposals – (130) – (23)
Foreign exchange effect 2 22 – (26)
At 31 December 2022 23 116 3 92
Net book value
At 31 December 2020 12 63 – 15
At 31 December 2021 7 70 – –
At 31 December 2022 1 49 – 9
376
43
419
29
(153)
(2)
293
286
55
1
342
47
(153)
(2)
234
90
77
59
10. Subsidiaries
As at 31 December 2022, Audioboom Group plc held more than 20% of the share capital of the following companies:
Registered office
Class of shares
% held by parent
Audioboom Limited
57 Southwark Street, City Bridge House,
Southwark, SE1 1RU
Audioboom Inc.
251 Little Falls Drive, Wilmington,
Delaware 19808, USA
Austin Advertising Inc.
1013 Centre Road, Suite 403S, Wilmington,
Delaware 19805, USA
Ordinary
Ordinary
Ordinary
100%
100%
100%
Audioboom Inc is held through Audioboom Limited. Austin Advertising Inc is held through Audioboom Inc.
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Audioboom Group plc
FINANCIAL STATEMENTS
11. Trade and other receivables
Amounts receivable for the sale of goods and services
Allowance for doubtful debts
Net receivables
Deferred cost of sales relating to minimum guarantee payments
Other receivables
Prepayments and accrued income
Taxes recoverable
2022
US$’000
13,966
(325)
13,641
93
237
1,923
119
16,013
2021
US$’000
15,483
(131)
15,352
–
254
2,456
85
18,147
The average credit period taken on sales of goods and services is 68 days (2021: 94 days). No interest is charged on receivables.
Trade receivables are provided for based on estimated irrecoverable amounts from the sale of goods and services, determined
by reference to past default experience and likelihood of recovery as assessed by the Directors.
Included in the Group’s trade receivable balance are debtors with a carrying amount of US$2.3 million (2021: US$2.5 million)
which are past due at the reporting date.
In addition, US$0.1 million (2021: US$nil) relates to deferred cost of sales relating to podcast partner contractual minimum
guarantee payments. These are payments which were made to a podcast partner with a multiyear contract during the year
due to revenue shares earned being lower than the contractual minimum guaranteed amount. The Company expects to recoup
these payments over the life of the contract.
Having considered the Group’s exposure to bad debts and the probability of default by customers, no expected credit losses
have been recognised in accordance with IFRS 9 (2021: US$nil).
Accrued income carried forward into 2023, that will reverse fully in 2023, is US$0.6 million (2021: US$2.0 million).
As at 31 December 2022 the lifetime expected loss provision for trade receivables was:
More than More than More than
30 days 60 days 90 days
US$’000 Current past due past due past due
Expected loss rate 0.5% 1% 3% 8%
Gross carrying amount 5,334 4,227 2,148 2,257
Loss provision 27 42 65 191
As at 31 December 2021 the lifetime expected loss provision for trade receivables was:
More than More than More than
30 days 60 days 90 days
US$’000 Current past due past due past due
Expected loss rate 0.2% 3% 0% 0.5%
Gross carrying amount 5,265 4,349 3,397 2,472
Loss provision 10 109 – 12
Total
13,966
325
Total
15,483
131
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
12. Trade and other payables
Current liabilities
Trade payables
Other taxes and social security
Accruals
Other payables
Loan liability
2022
US$’000
2021
US$’000
5,932
37
4,522
123
–
7,653
77
3,880
183
374
Trade and other payables due within less than one year
10,614
12,167
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average
credit period taken for trade purchases is 54 days (2021: 55 days). The Group has financial risk management policies in place
to ensure that all payables are paid within the credit time frame.
The Group records negligible deferred income and therefore no analysis of contract liabilities has been provided.
On 17 February 2021, Audioboom Inc received a US$374,000 Paycheck Protection Program loan from HSBC Bank USA
operating under the US Small Business Administration where financial support is given to US domiciled companies during the
Covid19 pandemic. The loan has now been forgiven and does not need to be repaid and has been included in other operating
income in the consolidated statement of comprehensive income.
13. Stated capital account
At 31 December 2020
Shares issued in the period
Share options exercised
At 31 December 2021
Shares issued in the period
Share options exercised
Warrants exercised
At 31 December 2022
No. of
shares
15,674,494
93,523
15,768,017
179,402
350,000
16,297,419
Share
capital
US$’000
–
–
–
–
–
–
Share
premium
US$’000
60,822
189
61,011
357
1,534
62,902
There is no authorised share capital and all shares rank pari passu. All issued share capital is fully paid up. All ordinary shares
have no par value.
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Audioboom Group plc
FINANCIAL STATEMENTS
14. Right of use asset leases
Set out below are the carrying amounts of rightofuse assets recognised and the movements during the period:
At 31 December 2020
Depreciation expense
Foreign exchange
At 31 December 2021
Depreciation expense
Foreign exchange
At 31 December 2022
Office Lease Total
US$’000
822
(252)
6
576
(250)
3
329
Set out below are the carrying amounts of lease liabilities and the movements during the period:
2022
US$’000
2021
US$’000
Balance at 1 January
Payment of lease liabilities
Imputed lease interest costs
Balance at 31 December
Current
Noncurrent
The following are the amounts recognised in the statement of comprehensive income:
Depreciation expense of right of use assets
Interest expense on lease liabilities
Total amount recognised
627
(356)
87
358
278
80
2022
US$’000
250
87
337
The Company recorded total cash outflows for leases of US$442,000 in 2022 (2021: US$435,000).
The following are the total value of the commitments on an undiscounted basis:
Under one year
One to five years
Total value of commitments
2022
US$’000
365
109
474
888
(348)
87
627
269
358
2021
US$’000
252
87
339
2021
US$’000
356
474
830
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
15. Operating lease arrangements
The Group as lessee
Lease payments under operating leases recognised as an expense in the year
2022
$’000
94
2021
$’000
78
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under noncancellable
operating leases, which fall due as follows:
Under one year
110
110
73
73
The operating lease is not recognised as an asset or liability in the Statement of Financial Position under IFRS 16 due to its
total length being less than one year.
16. Related party transactions
Key management personnel remuneration
See the Remuneration Committee Report for details relating to key management personnel remuneration during the year. Key
management during the year being Stuart Last, CEO and Brad Clarke, CFO.
Content funding facility
On 17 June 2019, the Company agreed a content funding facility with SPV Investments Ltd (‘SPV), a special purpose vehicle.
SPV was established and owned equally by Michael Tobin, the Company's Chairman, and Candy Ventures sarl, the Company's
largest shareholder. The SPV was established to provide minimum revenue guarantees of up to US$4 million to certain leading
new and existing content partners of the Company. Under its terms Audioboom would pay the SPV 8% of the net advertising
revenue (after paying the content partner its share) received by Audioboom, in relation to those podcasts. The underlying
providers of the guarantees were to be granted 25,000 warrants to subscribe for ordinary shares in the Company for every
US$1 million of guarantee provided, subject to a maximum of 100,000 warrants. The exercise price of all warrants associated
with the SPV content funding facility is £3.30 per ordinary share each, with such warrants being exercisable for five years from
grant. A total of 100,000 warrants have been issued pursuant to the facility, which is the maximum number of warrants being
capable of issue in this regard. 50,000 warrants belonging to Candy Ventures sarl remain outstanding following Michael Tobin
exercising 50,000 warrants in the period. The facility subsequently expired in January 2022.
US$4 million loan facility
In February 2020, the Company announced a US$4 million secured loan facility arrangement (the “Facility”) with SPV. The
Facility attracted interest at a rate of 8 per cent. per annum on drawn down funds, together with a US$80,000 arrangement
fee payable on the first draw down, equivalent to 2 per cent. of the full US$4 million available under the Facility. The Facility
was secured against the assets of Audioboom Limited. US$0.7 million was drawn down and repaid in full in 2020 (including
interest and loan arrangement fees amounting to US$113,000). The Facility subsequently expired in February 2022.
Warrant exercises
During the year, the Company’s Chairman, Michael Tobin, exercised 350,000 warrants. 300,000 warrants were granted to him
upon becoming Chairman in 2018 and he exercised 100,000 at an exercise price of £1.30, 100,000 at an exercise price of
£3.30 and 100,000 at an exercise price of £5.30. A further 50,000 were granted as per the terms of the content funding facility
detailed above, and were exercised at a price of £3.30.
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Audioboom Group plc
FINANCIAL STATEMENTS
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:
2022
2021
Outstanding at beginning of period
Granted during the period
Forfeited/lapsed during the period
Exercised during the period
Outstanding at end of period –
time vesting based
Outstanding at end of period –
performance vesting based
Total outstanding at end of period
Exercisable at end of period
Number of
share options
1,147,213
442,831
(7,000)
(179,402)
753,968
649,674
1,403,642
926,591
Weighted
average
exercise
price (£)
2.650
15.550
7.693
1.646
5.420
8.483
6.838
4.587
Number of
share options
1,038,737
202,000
–
(93,524)
725,213
422,000
1,147,213
840,213
Weighted
average
exercise
price (£)
1.822
6.379
–
1.504
1.967
3.825
2.650
2.118
The options outstanding at 31 December 2022 had a weighted average exercise price of £6.838, and an average remaining
contractual life of 7 years. The inputs into the BlackScholes model are as follows:
Weighted average share price
Weighted average exercise price
Expected volatility
Expected life
Riskfree rate
Expected dividend yield
2022
£15.550
£15.550
63%
10 years
2.39%
0%
2021
£7.867
£7.867
85%
10 years
0.5%
0%
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
Expected volatility was determined by assessing the share price volatility from the current and prior year. The Group recognised
total expenses of US$4.358 million related to equitysettled sharebased payment transactions for the year ended 31 December
2022 (31 December 2021: US$1.174 million).
Share option charge
Warrant charge
2022
US$’000
4,358
–
4,358
2021
US$’000
990
184
1,174
At the period end, the Company had in issue outstanding share warrants for a total of 170,000 shares (2021: 520,000 shares)
with a weighted average exercise price of £2.74 (2021: £3.12). All 170,000 (2021: 520,000) of the warrants were exercisable
at the period end.
18. Content partner minimum guarantees
In order to attract and retain leading podcast partners, the Group offers certain partners minimum revenue guarantees (“MG”)
over the life of the agreement between the parties. The MG offers guaranteed revenue over the life of the agreement in the
form of monthly payments and/or an upfront contracted advance payment, which is then recouped over the life of the
agreement, thus reducing future expected payments proportionally. The MGs provided secure the right of access to future
content and therefore the expenditure in relation to these guarantees is recognised over the term of the contract. The content
providers' obligations are discharged to the Group over the term of the contract in line with when the Group consumes the
benefit of these obligations.
As at 31 December 2022, US$0.1 million (2021: US$nil) is included within trade and other receivables and relates to deferred
cost of sales relating to podcast partner contractual minimum guarantee payments. These are payments which were made to
a podcast partner with a multiyear contract during the year due to revenue shares earned being lower than the contractual
minimum guaranteed amount. The Company expects to recoup these payments over the life of the contract.
2022
US$’000
24,348
23,408
47,756
2022
US$’000
–
–
–
2021
US$’000
8,279
3,454
11,733
2021
US$’000
73
3,927
4,000
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)
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Audioboom Group plc
FINANCIAL STATEMENTS
19. Contract settlement
A provision of US$0.4 million has been made in relation to a disputed contract with a third party podcast partner which had a
minimum guarantee within the contractual terms. US$0.4 million has been recognised as an expense in the comprehensive
statement of consolidated income. There were no previous provisions or other amounts charged or used in the current or prior
period. The provision represents the lower of the cost of fulfilling the original contract and any compensation arising from the
disputed contract. It represents the best and most realistic estimate of the total expected costs to be incurred.
20. Financial instruments
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to meet their financial obligations as they arise
while maximising the return to stakeholders. The capital structure of the Group consists of cash and cash equivalents and
equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the
consolidated statement of changes in equity. As at the period end, the Group did not have any external borrowings and was
not subject to externally imposed capital requirements. In February 2020, the Company secured a US$4 million debt facility
with two related parties (see note 16) which expired in February 2022. On 14 April 2022 the Company secured a £1.5 million
overdraft with HSBC which remains undrawn.
Categories of financial instruments
Loans & receivables
Trade and other receivables
Cash and cash equivalents
Financial liabilities at amortised cost
Trade and other payables
2022
US$’000
13,878
8,067
2021
US$’000
15,605
2,969
6,054
7,837
The carrying amounts of financial assets and financial liabilities recorded at amortised cost approximates to their fair values.
Financial and market risk management objectives
It is, and has been throughout the period under review, the Group’s policy not to use or trade in derivative financial instruments.
The Group’s financial instruments comprise its cash and cash equivalents and various items such as trade debtors and trade
creditors that arise directly from its operations. The main purpose of the financial assets and liabilities is to provide finance for
the Group’s operations in the period.
Currency risk management
The Group has limited exposure to foreign currency risk as a result of matching local currency costs to local currency receipts;
thus the main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk. The Board reviews and
agrees policies for managing these risks and they are summarised below. These policies have remained unchanged throughout
the period under review.
Interest rate risk management
The Group holds the majority of its cash and cash equivalents in corporate current accounts. These accounts offer a competitive
interest rate with the advantage of quick access to the funds.
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Audioboom Group plc
FINANCIAL STATEMENTS
Notes to the Financial Statements
(continued)
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group has adopted a policy of only dealing with creditworthy counterparties, as a means of mitigating the risk of financial
loss from defaults. The Group only transacts with entities after assessing credit quality using independent rating agencies and,
if not available, the Group uses other publicly available financial information and its own trading records to rate its major
customers. The Group’s exposure is continuously monitored and the aggregate value of transactions concluded is spread
amongst approved counterparties. Credit exposure is controlled by counterparty limits.
Ongoing credit evaluation is performed on the financial condition of accounts receivable. The credit risk on liquid funds is
limited because the counterparties are banks with high creditratings assigned by international creditrating agencies. The
carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the
Group’s maximum exposure to credit risk. Please refer to note 11 for more detail on the trade receivables collection period.
The ageing of trade receivables (US$’000s) as at 31 December 2022 was:
Current
Over 30 days
Over 60 days
US$5,334
38%
US$4,227
30%
US$2,148
15%
90 days +
US$2,258
16%
Total
US$13,966
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 nonderivative financial assets and financial liabilities are determined in accordance with generally
accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions.
21. Post balance sheet events
There are no post balance sheet events as at the date of this report.
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AUDIOBOOM GROUP PLC
(Incorporated and registered in Jersey with registered number 85292)
NOTICE OF ANNUAL GENERAL MEETING 2023
Friday, 28 April 2023 at 8.30 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 19 April 2023 at 3.00 p.m. following the planned
release of the Q1 trading update. The presentation is open to all existing and potential shareholders. Questions can be
submitted preevent 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/audioboomgroupplc/registerinvestor. Investors who already follow Audioboom
on the Investor Meet Company platform will automatically be invited.
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Audioboom Group plc
NOTICE OF AGM
Notice of Annual General Meeting
Audioboom Group plc
(incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 85292)
Notice is given that the annual general meeting of the members of the Company will be held at One Bartholomew Close,
London EC1A 7BL on Friday 28 April 2023 at 8.30 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
2022 together with the report of the auditors thereon.
2. To reelect Stuart Last who retires at the meeting and who, being eligible, offers himself for reelection as a director of the
Company (each a Director and together the Directors).
3. To reelect Steven Smith who retires at the meeting and who, being eligible, offers himself for reelection as a Director.
4. To reappoint 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 5,440,000 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 1,632,000 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 2,446,000
(being approximately 14.99 % of the share capital of the Company in issue as at the date of this document);
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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: 28 March 2023
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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 twothirds 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 26 April 2023 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 8.30 a.m. on 26 April 2023.
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.
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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 8.30 a.m. on 26 April 2023.
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 8.30 a.m. on 28 April 2023 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 & International 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 2022
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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 &
International 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 28 March 2023, the Company’s issued share capital comprises 16,320,711 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 28 March 2023 is 16,320,711.
Communication
25. Except as provided above, members who have general queries about the meeting should contact Link Group by email at
shareholderenquiries@linkgroup.co.uk, or you may call Link on 0371 664 0391. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Link
are open between 09:00 17:30, Monday to Friday excluding public holidays in England and Wales. Alternatively, contact
by post at Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL.
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Audioboom Group plc
NOTICE OF AGM
Explanatory Information for the Resolutions
The following explanatory information is provided by way of background to the special business of the meeting:
Authority of Directors to allot shares (Resolution 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 5,440,000 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 2024 or, if earlier, 18 months following the Resolution being
passed.
Disapplication of preemption 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 preemption 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 preemption 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 1,632,000 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 2024 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 2,446,000 ordinary shares. The authority would expire at the
conclusion of the 2024 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 2022
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Audioboom Group plc
Overview
Audioboom Group plc (“Audioboom”) is a global leader in podcasting our shows are downloaded
more than 130 million times each month by 34 million unique listeners around the world. Audioboom
is ranked as the fourth largest podcast publisher in the US by Edison Research.
Audioboom’s adtech and monetisation platform underpins a scalable content business that provides
commercial services for a premium network of 250 top tier podcasts, with key partners including
‘Casefile True Crime’ (US), ‘True Crime Obsessed’ (US), ‘The Tim Dillon Show’ (US), ‘No Such Thing As
A Fish’ (UK) and ‘The Cycling Podcast’ (UK).
Audioboom Studios is home to a slate of content developed and produced by Audioboom, including
‘Dark Air with Terry Carnation’, ‘F1: Beyond The Grid’, ‘RELAX!’, ‘Covert’, ‘It’s Happening with Snooki
& Joey’, ‘Mafia’, ‘Huddled Masses’ and ‘What Makes A Killer’.
Audioboom operates internationally, with operations and global partnerships across North America,
Europe, Asia and Australasia. The platform allows content to be distributed via Apple Podcasts, Spotify,
Pandora, Amazon Music, Deezer, Google Podcasts, iHeartRadio, RadioPublic, Saavn, Stitcher,
Facebook and Twitter, as well as a partner’s own websites and mobile apps.
For more information, visit audioboom.com.
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 to the Financial Statements
Notice of AGM
Notice of AGM
Explanatory Information
29
34
35
36
37
38
57
63