Final Results

Mar 23 2023 07:00 BSTSource: RNS

RNS Number : 9279T

Audioboom Group PLC

23 March 2023

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

23 March 2023

Audioboom Group plc

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

Final audited results for the year ended 31 December 2022

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

Financial and operating highlights

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

Key commercial developments

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

Post year end highlights

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

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

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

Q1 Trading Update and Investor Presentation

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

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

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

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

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

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

Enquiries

Audioboom Group plc
Stuart Last, Chief Executive Officer Brad Clarke, Chief Financial Officer	Tel: +44(0)20 3714 4285
finnCap Ltd (Nominated Adviser and Broker)	Tel: +44(0)20 7220 0500
Jonny Franklin-Adams/Abigail Kelly/Milesh Hindocha (Corporate Finance) Charlotte Sutcliffe/Harriet Ward (ECM)

About Audioboom

Audioboom Group plc ("Audioboom") is a global leader in podcasting - our shows are downloaded more than 130 million times each month by 34 million unique listeners around the world. Audioboom is ranked as the fourth largest podcast publisher in the US by Edison Research.

Audioboom's ad-tech and monetisation platform underpins a scalable content business that provides commercial services for a premium network of 250 top tier podcasts, with key partners including 'Casefile True Crime' (US), 'True Crime Obsessed' (US), 'The Tim Dillon Show' (US), 'No Such Thing As A Fish' (UK) and 'The Cycling Podcast' (UK).

Audioboom Studios is home to a slate of content developed and produced by Audioboom, including 'Dark Air with Terry Carnation', 'F1: Beyond The Grid', 'RELAX!', 'Covert', 'It's Happening with Snooki & Joey', 'Mafia', 'Huddled Masses' and 'What Makes A Killer'.

Audioboom operates internationally, with operations and global partnerships across North America, Europe, Asia and Australasia. The platform allows content to be distributed via Apple Podcasts, Spotify, Pandora, Amazon Music, Deezer, Google Podcasts, iHeartRadio, RadioPublic, Saavn, Stitcher, Facebook and Twitter, as well as a partner's own websites and mobile apps.

For more information, visit audioboom.com.

CHAIRMAN'S STATEMENT

I am pleased to introduce these annual results which reflect upon the Company's continuing growth in 2022, albeit the challenging market conditions of the second half of the year constrained the potential for an even stronger performance.

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

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

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

Michael Tobin OBE

Chairman

22 March 2023

CHIEF EXECUTIVE OFFICER'S REVIEW

Introduction

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

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

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

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

Strategy

Audioboom powers podcasting. Our platform connects the world's best podcast creators with advertisers, and then distributes it to audiences globally. We are an indispensable component in podcasting's 3-sided marketplace of audience, advertiser and creator. Each is important to the successful growth of the medium individually - but they require Audioboom at the centre to connect them all, to ensure they operate effectively and to extract maximum value for all.

Our business model is built on three core beliefs:

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

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

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

The Audioboom platform is fully scalable. Today it handles more than 8,000 content channels, 5,000+ advertisers, and receives more than 130 million episode downloads monthly by a unique audience of more than 34 million. With minimal additional investment, the platform could handle exponentially more podcast channels, advertising campaigns and listeners.

Audioboom's growth strategy continues to focus on the expansion of the content we platform, and the development of tools and products to optimise the value of that content.

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

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

- Showcase, an automated tech-driven marketplace launched in 2021, is focused on optimising revenue by monetising back catalogue content and unfilled premium inventory via Dynamic Ad Insertion (DAI). Our ad tech consolidates this large volume of advertising inventory and exposes it to a portfolio of demand channels which include international monetisation partners, a self-serve campaign booking platform, and a programmatic ecosystem of more than 40 established demand side platforms (DSPs) used by the biggest advertising buyers in the world. 2022 was a very successful year for Showcase - more than 4 billion advertising impressions were made available in the marketplace, it delivered more than 70% revenue growth, and contributed 15% of the Group's revenue (vs 11% in the prior year).

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

Operating Review

Key Performance Indicators

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

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

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

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

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

Global monthly downloads is an industry standard metric. It is a measure for the scale of our platform, and enables accurate comparisons to be drawn with our competitors. This data point is measured using the Interactive Advertising Bureau's most recent Podcast Measurement Standard and is verified by Triton Digital - a leader in audio measurement.

Creator Network

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

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

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

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

Audioboom Studios

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

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

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

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

Overview of the Market

Audioboom's position as the world's leading pure-play podcast publisher is highlighted by three trusted measurement services - Triton Digital's Podcast Reports, Podtrac's Podcast Ranker, and Edison's Top Podcast Networks chart:

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

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

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

Audioboom has now outperformed the industry's growth in each of the past five years - our average annual outperformance of the industry is 70%.

The clearest and most significant result of this performance is the growth of our market share over this four-year period. In 2017 our market share was 1.9%, growing to 6.3% in 2022.

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

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

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

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

· Acast's acquisition of Podchaser

Audioboom's business model, structure and financial performance continues to provide strong optionality on our future path. Our global scale and ownership of technology and content production will make us an attractive proposition for major media or technology businesses looking to fast-track a leadership position in podcasting. Alternatively, our profitable business model sees us funded for continued growth and a strong future as the leading independent player in the space. The Board will continue to strive to deliver shareholder value.

Financial Review

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

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

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

The Company continued to control overheads during the year and we have aligned staff globally to ensure that every employee contributes to the growth of the business. We continue to monitor the cost base closely and align it to the Company's operational demands and this will continue into 2023 as we focus on areas that we believe can drive further revenue growth. Post year end we have reduced our headcount from 45 to 39, in line with the average 2021 headcount.

The Company's overall trading for the period, as measured by adjusted EBITDA (earnings before interest, tax, depreciation, amortisation, share based payments, non-cash foreign exchange movements and before exceptional items), recorded a profit of US$3.6 million, 15% up on the prior year (US$3.1 million).

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

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

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

The financial results detailed above are pleasing, especially when set against a challenging market backdrop in H2, and illustrate that the drive to increase revenues whilst maintaining strong cost management is working and should deliver significant shareholder value as the Company continues to take market share in the growing podcast industry.

Outlook

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

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

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

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

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

Stuart Last

Chief Executive Officer

22 March 2023

AUDIOBOOM GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2022

		2022	2021
	Notes	US$'000	US$'000

Continuing operations

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

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

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

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

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

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

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

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

All results for both periods are derived from continuing operations.

AUDIOBOOM GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2022

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

ASSETS

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

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

EQUITY

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

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

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

Brad Clarke

Chief Financial Officer

AUDIOBOOM GROUP PLC

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2022

		2022	2021
		US$'000	US$'000

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

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

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

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

The Group had no borrowings at the end of either financial period and therefore no reconciliation of net debt has been provided.

AUDIOBOOM GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

	Share capital	Share premium	Issue cost reserve	Reverse acquisition reserve	Foreign exchange translation reserve	Retained earnings	Total equity
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------
At 31 December 2020	-	60,822	(2,048)	(3,380)	(276)	(49,224)	5,894
	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------
Profit for the period	-	-	-	-	-	6,987	6,987
Issue of shares	-	189	-	-	-	-	189
Equity-settled share-based payments	-	-	-	-	-	1,174	1,174
Foreign exchange gain on translation of overseas subsidiaries	-	-	-	-	6	-	6
	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------
At 31 December 2021	-	61,011	(2,048)	(3,380)	(270)	(41,063)	14,250
	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------
Loss for the period	-	-	-	-	-	(757)	(757)
Issue of shares	-	1,891	-	-	-	-	1,891
Equity-settled share-based payments	-	-	-	-	-	4,358	4,358
Foreign exchange loss on translation of overseas subsidiaries	-	-	-	-	(2,232)	-	(2,232)
	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------
At 31 December 2022	-	62,902	(2,048)	(3,380)	(2,502)	(37,462)	17,510
	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------	-------------------

Share premium

Share premium represents the consideration paid for shares in excess of par value (nil), less directly attributable costs.

Issue cost reserve

The issue cost reserve arose from expenses incurred on share issues.

Reverse acquisition reserve

The reverse acquisition reserve relates to the reverse acquisition of Audioboom Limited by Audioboom Group plc on 20 May 2014.

Foreign exchange translation reserve

The foreign exchange translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

1. ACCOUNTING POLICIES

General information and basis of preparation

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

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

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

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

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

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

●	Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37) (effective for periods commencing on or after 1 January 2022);
●	Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) (effective for periods commencing on or after 1 January 2022);
●	Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41) (effective for periods commencing on or after 1 January 2022); and
●	References to Conceptual Framework (Amendments to IFRS 3) (effective for periods commencing on or after 1 January 2022).

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

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

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

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

ACCOUNTING POLICIES (continued)

Key accounting policies

Going concern

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

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

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

Revenue

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

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

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

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

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

Content partner minimum revenue guarantees

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

ACCOUNTING POLICIES (continued)

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

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

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

Foreign currency

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

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

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

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

Property, plant and equipment

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

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

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

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

Leases

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

ACCOUNTING POLICIES (continued)

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

Cash and cash equivalents

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

Basis of consolidation

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

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

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

Share based payments

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

Warrants

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

Current and deferred taxation

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

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

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

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

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

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

ACCOUNTING POLICIES (continued)

Financial Instruments

Financial assets

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

Financial liabilities

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

Equity instruments

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

Critical accounting judgements and key areas of estimation uncertainty

Minimum guarantees

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

Share based compensation

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

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

Warrants

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

IFRS 16: Leases

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

ACCOUNTING POLICIES (continued)

Bad debt provision

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

Recognition and measurement of deferred tax assets

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

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

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

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

Geographical information

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

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

	2022	2021
	US$'000	US$'000

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

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

The Group currently has two material geographic revenue regions, however, as the Group's controlling operations are primarily based in the UK, there is no separation of income, expenditure and sections of the balance sheet for the purposes of segmental reporting.

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

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

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

5.	STAFF COSTS	2022	2021
		Number	Number

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

		US$'000	US$'000

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

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

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

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

7. TAXATION

Tax reconciliation

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

		2022	2021
		US$'000	US$'000

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

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

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

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

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

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

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

	2022	2021
	US$'000	US$'000

Deferred tax asset at beginning of period	5,275	-
Utilisation of tax losses	(295)	-
Foreign exchange effect	(566)	-
	-----------------	-----------------
Total deferred tax asset	4,414	5,275
	========	========
Deferred tax current asset (unutilised tax losses)	805	625
Deferred tax non-current asset (unutilised tax losses)	3,609	4,650
	-----------------	-----------------
Total deferred tax asset	4,414	5,275
	========	========

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

8. LOSS PER SHARE

Basic earnings per share is calculated by dividing the profit attributable to shareholders by the weighted average number of ordinary shares in issue during the period.

IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share, or increase the loss per share. For a loss-making company with outstanding share options, the net loss per share would be decreased by the exercise of options. Therefore, as per IAS33:36, the anti-dilutive potential ordinary shares are disregarded in the calculation of diluted EPS.

	(Loss) / Profit	Weighted average	Per share
		number of shares	amount
	2022

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


	2021

	US$'000	Thousand	Cents
Basic EPS
Profit attributable to equity holders	6,987	15,695	45
Diluted EPS
Profit attributable to equity holders	6,987	17,353	40
	=========	=========	=========

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

9. PROPERTY, PLANT AND EQUIPMENT

	Furniture &
	equipment	Computers	Technical	Studio	Total
	US$'000	US$'000	US$'000	US$'000	US$'000
Cost
At 31 December 2020	26	223	3	124	376
Additions	-	43	-	-	43
	--------------	---------------	---------------	---------------	----------------
At 31 December 2021	26	266	3	124	419
	--------------	---------------	---------------	---------------	----------------
Additions	-	29	-	-	29
Disposals	-	(130)	-	(23)	(153)
Foreign exchange effect	(2)	-	-	-	(2)
	--------------	---------------	---------------	---------------	----------------
At 31 December 2022	24	165	3	101	293
	--------------	---------------	---------------	---------------	----------------
Depreciation
At 31 December 2020	14	160	3	109	286
Charge for the period	4	34	-	17	55
Foreign exchange effect	1	2	-	(2)	1
	----------------	---------------	---------------	---------------	----------------
At 31 December 2021	19	196	3	124	342
	-----------------	---------------	---------------	---------------	----------------
Charge for the period	2	28	-	17	47
Disposals	-	(130)	-	(23)	(153)
Foreign exchange effect	2	22	-	(26)	(2)
	----------------	---------------	---------------	---------------	----------------
At 31 December 2022	23	116	3	92	234
	-----------------	---------------	---------------	---------------	----------------
Net book value
At 31 December 2020	12	63	-	15	90
	=========	=========	=========	=========	=========
At 31 December 2021	7	70	-	-	77
	=========	=========	=========	=========	=========
At 31 December 2022	1	49	-	9	59
	=========	=========	=========	=========	=========

10. SUBSIDIARIES

As at 31 December 2022, Audioboom Group plc held more than 20% of the share capital of the following companies:

	Registered office	Class of shares	% held by parent
Audioboom Limited	57 Southwark Street, City Bridge House, Southwark, SE1 1RU	Ordinary	100%
Audioboom Inc.	251 Little Falls Drive, Wilmington, Delaware 19808, USA	Ordinary	100%
Austin Advertising Inc.	1013 Centre Road, Suite 403S, Wilmington, Delaware 19805, USA	Ordinary	100%

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

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

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

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

The average credit period taken on sales of goods and services is 68 days (2021: 94 days). No interest is charged on receivables. Trade receivables are provided for based on estimated irrecoverable amounts from the sale of goods and services, determined by reference to past default experience and likelihood of recovery as assessed by the Directors.

Included in the Group's trade receivable balance are debtors with a carrying amount of US$2.3 million (2021: US$2.5 million) which are past due at the reporting date.

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

Having considered the Group's exposure to bad debts and the probability of default by customers, no expected credit losses have been recognised in accordance with IFRS 9 (2021: US$nil).

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

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

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

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

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

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

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 54 days (2021: 55 days). The Group has financial risk management policies in place to ensure that all payables are paid within the credit time frame.

The Group records negligible deferred income and therefore no analysis of contract liabilities has been provided.

On 17 February 2021, Audioboom Inc received a US$374,000 Paycheck Protection Program loan from HSBC Bank USA operating under the US Small Business Administration where financial support is given to US domiciled companies during the Covid-19 pandemic. The loan has now been forgiven and does not need to be repaid and has been included in other operating income in the consolidated statement of comprehensive income.

13.		STATED CAPITAL ACCOUNT
			No. of	Share	Share
			shares	capital	premium
				US$'000	US$'000

	At 31 December 2020		15,674,494	-	60,822

	Shares issued in the period
	Share options exercised		93,523	-	189
			----------------------	-------------------	---------------------
	At 31 December 2021		15,768,017	-	61,011
			----------------------	-------------------	---------------------

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

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

14. RIGHT OF USE ASSET LEASES

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:

					Office Lease Total
					US$'000
At 31 December 2020					822
Depreciation expense					(252)
Foreign exchange					6
					----------------
At 31 December 2021					576
					----------------
Depreciation expense					(250)
Foreign exchange					3
					----------------
At 31 December 2022					329
					=========

Set out below are the carrying amounts of lease liabilities and the movements during the period:

	2022	2021
	US$'000	US$'000

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

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

	2022	2021
	US$'000	US$'000

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

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

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

	2022	2021
	US$'000	US$'000

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

15.	OPERATING LEASE ARRANGEMENTS	2022	2021
		$'000	$'000
	The Group as lessee
	Lease payments under operating leases recognised as an expense
	in the year	94	78
		-------------	-------------
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

	Under one year	110	73
		-------------	-------------
		110	73
		========	========

The operating lease is not recognised as an asset or liability in the Statement of Financial Position under IFRS 16 due to its total length being less than one year.

16. RELATED PARTY TRANSACTIONS

Key management personnel remuneration

See the Remuneration Committee Report in the Company's 2022 Annual Report and Accounts for details relating to key management personnel remuneration during the year. Key management during the year being Stuart Last, CEO and Brad Clarke, CFO.

Content funding facility

On 17 June 2019, the Company agreed a content funding facility with SPV Investments Ltd ('SPV), a special purpose vehicle. SPV was established and owned equally by Michael Tobin, the Company's Chairman, and Candy Ventures sarl, the Company's largest shareholder. The SPV was established to provide minimum revenue guarantees of up to US$4 million to certain leading new and existing content partners of the Company. Under its terms Audioboom would pay the SPV 8% of the net advertising revenue (after paying the content partner its share) received by Audioboom, in relation to those podcasts. The underlying providers of the guarantees were to be granted 25,000 warrants to subscribe for ordinary shares in the Company for every US$1 million of guarantee provided, subject to a maximum of 100,000 warrants. The exercise price of all warrants associated with the SPV content funding facility is £3.30 per ordinary share each, with such warrants being exercisable for five years from grant. A total of 100,000 warrants have been issued pursuant to the facility, which is the maximum number of warrants being capable of issue in this regard. 50,000 warrants belonging to Candy Ventures sarl remain outstanding following Michael Tobin exercising 50,000 warrants in the period. The facility subsequently expired in January 2022.

US$4 million loan facility

In February 2020, the Company announced a US$4 million secured loan facility arrangement (the "Facility") with SPV. The Facility attracted interest at a rate of 8 per cent. per annum on drawn down funds, together with a US$80,000 arrangement fee payable on the first draw down, equivalent to 2 per cent. of the full US$4 million available under the Facility. The Facility was secured against the assets of Audioboom Limited. US$0.7 million was drawn down and repaid in full in 2020 (including interest and loan arrangement fees amounting to US$113,000). The Facility subsequently expired in February 2022.

Warrant exercises

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

17. SHARE-BASED PAYMENTS

The Company has share option schemes for employees of the Group. Options are exercisable at the price agreed at the time of the issue of the share option. The vesting period and/or any performance conditions vary between employees. If the options remain unexercised after a period of 10 years from date of grant the options expire. Options are typically forfeited if the employee leaves the Group before the options vest. Details of the share options granted during the period are as follows:

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

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

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

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

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

	2022	2021
	US$'000	US$'000

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

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

18. CONTENT PARTNER MINIMUM GUARANTEES

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

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

	2022	2021
	US$'000	US$'000

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

Included within the above minimum guarantees are:

	2022	2021
	US$'000	US$'000

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

19. CONTRACT SETTLEMENT

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

20. FINANCIAL INSTRUMENTS

Capital risk management

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

Categories of financial instruments

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

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

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

Financial and market risk management objectives

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

Currency risk management

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

Interest rate risk management

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

Credit risk management

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

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

20. FINANCIAL INSTRUMENTS (continued)

Ongoing credit evaluation is performed on the financial condition of accounts receivable. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group's maximum exposure to credit risk. Please refer to note 11 for more detail on the trade receivables collection period.

The ageing of trade receivables (US$'000s) as at 31 December 2022 was:

Current	Over 30 days	Over 60 days	90 days +	Total
US$5,334	US$4,227	US$2,148	US$2,258	US$13,966
38%	30%	15%	16%

Liquidity risk management

The Group's policy throughout the period has been to ensure continuity of funds. The Group manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Please refer to note 12 for more detail on the trade payables payment period.

Fair value of financial instruments

The fair value of other non-derivative financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions.

21. POST BALANCE SHEET EVENTS

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

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Company Announcements

Final Results

Notes

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

ASSETS

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Property, plant and equipment

Right of use asset

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TOTAL ASSETS

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NET CURRENT ASSETS

Non-current liabilities

Lease liability

NET ASSETS

EQUITY

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Share premium

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TOTAL EQUITY

(Decrease) / increase in trade and other payables

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Foreign exchange loss

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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

1. ACCOUNTING POLICIES

2.

REVENUE

3.

OPERATING PROFIT