TIDMATC
RNS Number : 5038Y
All Things Considered Group PLC
05 May 2023
5 May 2023
All Things Considered Group Plc
("ATC", the "Company" or the "Group")
Final Results
Strong financial performance and operational progress
All Things Considered Group Plc (AQSE: ATC), the independent
music company housing talent management, live booking,
livestreaming and talent services, is pleased to announce audited
results for the year ended 31 December 2022.
Financial highlights
-- Record Group revenue of GBP12.1m, an increase of 33% (FY21:
GBP9.1m). Group revenue includes the nine-month contribution of
Driift, which is shown as Discontinued Operations, as required by
IFRS, due to Group ownership reducing to 32.5% following the
transaction announced on 30 September 2022
-- Profitability achieved, ahead of expectations and materially
ahead of prior year, with PBT of GBP0.01m (FY21: loss of GBP2.69m
before IPO and related costs)
-- Gain on disposal of controlling interest in Driift of
GBP2.5m, giving an overall post tax profit for the Group of
GBP2.44m (2021: loss of GBP3.31m)
-- Cash position, after short term debt, of GBP1.4m as at 31
December 2022 (FY21: GBP4.24m) - GBP1.34m of the reduction arising
from the removal of Driift as a subsidiary of the Group from 1
October 2022
Operational highlights
-- Growth underpinned by resilient business platform with
integrated and complementary services across artists' commercial
interests
-- Artist representation:
o ATC Management and ATC Live recorded best revenue numbers to
date, with over 70 management artists and over 500 live clients
respectively, representing roster growth of c.25%
o Strong traction in US artist management market following
opening of New York office in 2022, including attracting new
managers and doubling client roster with several high-profile
signings
o The return to full capacity touring in Q2 combined with strong
backlog of shows resulted in a good year for ATC Live, now the
6(th) largest touring agency worldwide
-- Highlights include The Lumineers performing the first post
pandemic show at the O2 Arena London by an international artist,
demonstrating the division's commitment to ensuring clients are at
the forefront of the return of touring
-- Nick Cave & The Bad Seeds summer festival tour was the
artists' biggest to date, with 34 festival headline shows
-- Services:
o Launch of ATC Experience to create and distribute artist-led
digital and in-person experiences for global audiences, with
project pipeline building
o The Group's synchronisation agency placed clients' work with
substantial brands including Apple, Sonos, Amazon, Netflix, and
games such as Fortnite and Valorant
-- Livestreaming:
o Driift's acquisition of technology and commerce platform
Dreamstage, concurrent with GBP4m of additional investment from
Deezer, resulting in ATC ownership of Driift reducing from 52% to
32.5% and Driift becoming an associate of the Group
Current trading and outlook
-- Trading in new year in line with expectations
-- ATC Live set to deliver c.6,000 live shows in 2023
-- First ATC Experience projects in development with strong
pipeline of commercial opportunities
-- More than 20 ATC Management clients have significant new
music releases scheduled for 2023 with corresponding touring and
promotional activities
-- Well positioned to capitalise on multiple revenue
opportunities within disrupted and growing global music industry,
forecast to grow to $153bn by 2030*
* Goldman Sachs: "Music in the Air" report, June 2022
Adam Driscoll, Chief Executive Officer of ATC Group plc,
commented:
"We are delighted with the progress we have made in our first
year as a PLC, delivering 33% top line growth and profitability
earlier than expected, whilst also investing in a number of
important strategic developments for the Group.
Our performance has been driven by strong growth across our core
artist representation businesses, supported by improved trading
conditions as live touring resumed, together with progress within
the Group's complementary services and livestreaming divisions.
During the year we expanded the Group's geographic footprint,
attracted new agents, managers, artist clients and key operational
management into the Group, and launched new innovative artist
service lines.
The new year has started with continued positive momentum and a
pipeline of exciting projects and opportunities. As the music
industry continues to undergo rapid change, we believe there is
substantial opportunity to co-create, co-produce and deliver new IP
via events and experiences, underpinned by our multi-service
approach across artists' commercial interests. We look ahead with
confidence in the Group's growth prospects ."
-S-
For more information, please contact:
ATC Group plc Via Alma PR
Adam Driscoll, CEO
Ram Villanueva, CFO
Canaccord Genuity +44(0)20 7523 8000
Aquis Corporate Adviser and Broker
Adam James / Patrick Dolaghan
Alma PR +44(0)20 3405 0205
Financial PR
Hilary Buchanan
Notes to Editors
ATC Group is an independent music company housing talent
management, live booking, livestreaming, and talent services within
the same group.
The Group is headquartered in London, with offices in Los
Angeles, New York, and Copenhagen. ATC Group Plc is led by an
experienced management team who have operated across multiple music
industry sectors.
The Group has an established, long-standing client base which,
together with innovative new offerings, gives the Directors
confidence that the company is well positioned to capitalise on the
opportunities emerging from a disrupted music industry.
The Group's key divisions, grouped under three segments,
are:
-- Artist representation
-- ATC Management (Europe and USA) - artist management and development
-- ATC Live - live event booking agency for artists
-- Services
-- ATC Media Inc - providing consultancy and development services
-- Your Army America - marketing and promotions agency
specialising in dance and electronic music
-- Familiar Music - synchronisation agency placing music in
films, TV, advertisements, and other media
-- ATC Experience - developing live events and digital experiences with artists
-- Livestreamed events
-- Driift - a global livestreaming business, and Flymachine, a livestreaming platform
For more information see: www.atcgroupplc.com
Co-Chairs' Statement
We are pleased to report on another year of strong double-digit
growth and significant strategic development for the Group, and a
close-to-full year of normalised trading post Covid lockdown.
The Group's growth and resilient business platform is
underpinned by an integrated, multi-service offering across a range
of artists' business interests. This model continued to generate
additional commercial opportunities for artists across service
lines during the year, contributing to top line growth of 33%.
Key to ATC's resilience is its well-established, long-standing
client base. This has come about as a result of patient years of
development, and we can now boast over 70 artists on our management
roster and over 500 acts on our live roster, representing roster
growth of c.25% in 2022. As a result, ATC Live and ATC Management
posted their best revenue numbers to date.
Contributing to this growth was pent up supply and demand
following the easing of lockdown restrictions together with a
return to near full-capacity touring in Q2. The Group saw a backlog
of postponed shows and tours from the previous two years return in
a short space of time, which was welcomed by fans. A consequence of
this was added pressure on touring operational costs across the
board as a huge number of artists required touring infrastructure
at the same time, in a global environment of challenging supply
chains. Despite this, the Group achieved profitability with profit
before tax of GBP0.01m, ahead of expectations.
ATC Live further deepened its trading arrangements with North
American agency, Arrival Artists, in order to offer artists the
option of global representation. This has strengthened its position
as one of the world's leading independent live agencies, now the
6th largest agency globally.
2022 saw the Group make a strategic expansion into NYC, opening
an office in Tribeca, bolstering our footprint in the most
important of geographical markets. This investment, together with
key personnel hires, provided the foundations for the North
American operation to post their best revenue numbers to date.
Within our Services division, we continued to expand our range
of services to both our own management clients and to third
parties. The Group established its ATC Experience business to take
advantage of the broadening IP rights opportunities that come with
working closely with artists contracted to the Group. The Group has
a building pipeline of projects.
The Livestream industry experienced considerable disruption
during the year with the live industry returning to traditional
business during 2022. Whilst many livestreaming providers exited
the market, the Group's livestreaming business, Driift, attracted
further capital from the streaming service, Deezer, bringing it
together with US based ticketing and technology operator
Dreamstage. As a result, Driift now has complete end-to-end
livestreaming capability - across show development, production,
ticketing, streaming and distribution. This transaction represents
a significant strategic development for the business, cementing
Driift's position as one of the leading brands in the field and
ideally positioned to benefit from the anticipated growth from this
segment, which we believe to be a permanent and complementary
feature to live touring. The transaction with Deezer resulted in
the Group's equity holding in Driift reducing to 32.5%.
People
It is important to recognise the immense effort put in by all
the ATC staff as we transitioned to the post Covid era. Despite the
unique challenges of re-opening for business and navigating the
evolving operating conditions, the team delivered across the board
with a special thank you to our senior management team who remain
fully committed to the Group and its vision for growth.
Shirin Foroutan resigned as an independent director on 30
November 2022 due to a potential conflict of interest in her role
resulting from her appointment to a new executive position with a
major music publishing group. We thank Shirin for her valuable
contribution; we are in the process of recruiting a replacement
independent director and our senior independent director, Andy
Glover, is acting Remuneration Committee chair until that
appointment is made.
Summary and Outlook
The Group took advantage of a near full year of post-lock down
trading to post its best revenue figures to date. In addition, the
Group posted a small profit before tax, ahead of expectations.
Importantly, the year saw the Group expand its capabilities through
the addition of headcount, the opening of an office in New York,
and the launch of complementary services. ATC continues to cement
its position as a leading independent music company at the
forefront of a rapidly changing industry.
2023 will still see the ramifications of lockdown strategies
unwind. We continue to assess any implications from wider
macroeconomic headwinds, including potential pressure on consumer
budgets or rising production costs. However, music and ticketing
have often outperformed the wider market in difficult economic
times and the livestream sector should improve for Driift as larger
players cut expenditure on productions, opening opportunities from
talent looking to expand revenue streams. We remain positive about
our prospects.
Brian Message and Craig Newman
Co-chairs
CEO Review
Overview
2022 marked the Group's first full year of trading since listing
on the Aquis Growth Market in London in late December 2021. The net
proceeds of the GBP4.15 million that we raised (before expenses)
have been used, in part, to invest across our businesses and
support the Directors' growth strategy for the Group. This has
resulted in expanding our geographic footprint, launching new
innovative services, and adding new agents, managers and
operational management to the team whilst delivering a record
financial performance.
Our underlying business model has proven to be resilient both
during the preceding Covid affected year and during 2022, when the
industry sought to return to 'business as usual'.
At the time of updating shareholders in relation to our interim
numbers in September 2022, we indicated that we were expecting the
Group to make a small loss for FY22. I'm pleased to report that we
improved upon that forecast position in the second half and our 33%
annual growth in revenue to GBP12.1m for 2022 has resulted in the
delivery of a nominal profit before tax, which represents a
material improvement upon the loss of GBP2.69m (excluding IPO
costs) for 2021. In addition, the investment that was made by
Deezer into Driift has given rise to a gain on the disposal of our
controlling interest in Driift of GBP2.51m, giving an overall post
tax profit for the Group of GBP2.44m for 2022. We retain a 32.5%
interest in Driift and remain confident about prospects for the
business and its long-term value to the Group.
There were a number of operational highlights in 2022 including
successfully opening our office in New York in February and seeing
the positive impact of that move on our US revenues during the
year; the delivery of Driift's first 'Full Circle' livestream
events for one of our managed clients 'The Smile' at the beginning
of the year; Driift's acquisition of technology and commerce
platform Dreamstage, concurrent with GBP4m of additional investment
from Deezer into Driift; the establishment of ATC Experience as a
new division to capitalise upon the changing commercial and
creative models developing globally in live entertainment; the
strengthening of our management team with the recruitment of Ram
Villaneuva as CFO and Despina Tsatsas as Managing Director of ATC
Experience; and the addition of a significant number of new
managers, agents and clients to our ever-expanding team and artist
roster.
The management team remains strongly aligned with shareholders,
with executive Board members and senior directors holding 42% of
the shares as at 31 December 2022.
Growth Strategy
The global music industry is a multi-billion dollar market
undergoing significant disruption brought about by technological
innovations, changing consumer demands and a rebalancing toward
'empowered-artists.' All industry income is ultimately derived from
the activities of the artist and the move to being in business
across all revenue categories with 'empowered creators' remains an
industry trend.
The Group's business units have been developed with the
strategic goal of ensuring that the Group can be at the forefront
of this evolution, with artists able to engage via specific
services or to take a more integrated approach. We continue to
focus on building out our offering with complementary services that
provide strategic and commercial cross-sell opportunities for other
Group businesses. We believe there is substantial opportunity to
co-create, co-produce and deliver new IP via events and
experiences, underpinned by our multi-service approach across key
revenue strands.
Current trading
We have seen positive momentum continue into the start of
FY2023, with our business model proving attractive to artists,
managers and agents. Additionally, the expansion of our Services
division has put us in a stronger position to be much more engaged
with artists and more involved in developing their wider business
aspirations. At the core of all revenues in the music industry is
the connection between an artist and a fan. Our businesses support
that connection and that will enable us to play a greater role in
'direct to consumer' offerings and in the development of IP across
emerging platforms in the future.
At ATC Management we have, over recent months, welcomed a number
of new managers to our team including Bertie Gibbon, Dan McEvoy and
Gwen Sanchez in the UK and Ben Rafson, Brandon Sanchez, Jordan
Alper and Emily Cameron in the USA. We are pleased that managers of
their calibre are choosing to make ATC their home.
Our management roster now stands at over 70 clients, with
substantial activity anticipated across 2023 for a large number of
those artists. In the coming months we will see new releases from
The Hives, Amaarae, Black Country, New Road, PJ Harvey, Katie
Melua, O, Max Winter, Izzi de Rosa, Jungleboi, Kabba, Christian
Balvig, Nick Cave & Warren Ellis , The Smile, Insincere, Nix
Northwest, Billie Marten, Alma, Keaton Henson, Nathan Nicholson,
Fink, and others. Touring and promotional activity will accompany
many of these releases.
Our composer roster within management continues to work with
highly regarded and commercially successful clients. Isobel Waller
Bridge scored The Boy, The Mole, The Fox and The Horse which
recently won the Oscar for best short film, and Volker Bertlman's
All Quiet On The Western Front score, winner of both the BAFTA and
Oscar best score was orchestrated and conducted by Robert Ames.
The ATC Live business continues to perform in line with
management expectations following a highly successful 2022 and we
now represent over 500 clients. New agents continue to join the
business, the most recent being Ed Thompson whose clients include
Jungle, a festival headlining act. Our relationship with North
American agency Arrival Artists continues to deepen and prosper and
we are excited about the opportunities to explore new markets
together in the coming months and years.
The strength of the ATC Live business and its clients continues
to be recognised by the industry at large with Alex Bruford, ATC
Live's Managing Director, recently being awarded Agent of the Year
at the prestigious ILMC conference. Additionally, for the second
year running, ATC Live clients were awarded 2 of the 3 key Grulke
Prizes awarded at the globally-recognised SXSW convention with
Blondshell winning the US Prize and Balming Tiger taking the
International Award.
Our Services businesses have got off to a good start this year.
Your Army America has seen impressive results for Q1 and confidence
remains high for this to continue. We are seeing good activity at
Familiar Music, our US sync agency, and Company X, our
recently-formed joint venture brand agency with Arrival Artists, is
making meaningful strides in its first months of operation.
Namethemachine Holdings, a US technology-focussed business for the
creative industry, in which we hold a 20% stake, has strong
development plans for the year which we are actively
supporting.
ATC Experience, a new business formed in 2022 to enable us to
create and distribute artist-led digital and in-person experiences
for global audiences, is successfully building a large development
slate of projects, a number of which are attracting exciting
international partners. We are positive about the commercial
outlook for this business.
The Group's livestreaming holding, Driift, has had a positive
start to 2023 as artists and managers look beyond traditional
touring and ticketing and seek promotional and revenue-generating
opportunities within the livestream market. Having weathered
tougher trading conditions in 2022, and with strong end-to-end
delivery capabilities and a solid balance sheet, Driift is now
poised to play a key role in the renewed growth of the
livestreaming sector, which is forecast to become a multi-billion
dollar segment over the next 3-5 years. Having recently signed a
number of deals for upcoming events alongside partnerships with the
likes of IMAX, the prospects for the business are looking very good
for the coming year.
During 2022 ATC Media, a Group business based in North America,
was engaged in consultancy work relating to the acquisition of
Napster by a newly formed US business which had raised around $90m
for the purposes of purchasing and investing in Napster. The aim of
the new group is to bring blockchain and Web3 to new artists and
fans via future developments in the Napster business. Our
consultancy arrangement also provided for us to be awarded deferred
revenue in the form of Napster crypto 'tokens'. Although not yet
commercially available, the owners of Napster set up a new token
structure in March 2023. At this point it is impossible to
determine what value these tokens may have in the future and so the
fair value of deferred revenue at the year end is nil and will be
revalued at such time as they are admitted to some form of public
trading.
In summary, 2023 is gearing up to be an exciting year of growth
and continued development for the Group. We expect our
comprehensive service offering to not only continue its organic
growth, but to engage in a period of more aggressive expansion.
Additionally, management believes that the Group is now well placed
to move into areas where it can create, capture and manage more IP
in partnership with its clients, which will enable us to build a
resilient business and a balance sheet that develops tangible and
intangible assets alongside the revenues generated from our client
service divisions. We have a unique set of assets and are convinced
that their combination gives us the right platform to grow a
substantial group which can take advantage of the near-term
evolution of music industry models.
Adam Driscoll
CEO
CFO Review
Overview
During the year, the Group's results saw a significant
improvement compared to 2021 with revenue posting a 33% increase to
GBP12.1 million (2021: GBP9.1 million) and a significant
improvement in profitability from a loss before tax (after IPO
related costs) of GBP3.3 million in 2021 to a profit before tax
(before the gain on the disposal of the controlling interest in
Driift) of GBP0.01 million in 2022.
Following the transaction with Deezer SA completed on 30
September 2022, the Group's ownership of Driift reduced from 52% to
32.5% and, from 1 October 2022, the enlarged Driift group is
treated as an associated undertaking in the group accounts. The
transaction resulted in the deconsolidation of Driift, and the
Group recorded a gain on the disposal of ATC's controlling interest
of GBP2.5 million.
After successfully implementing its business plan and objectives
for 2022 following the IPO listing in December 2021, ATC retains a
positive net cash position at 31 December 2022 (after current debt
but excluding long-term debt) of GBP1.4 million. GBP0.9m of the
long-term debt is owed to a related party and is payable over the
period to 2030. The Group is therefore well positioned to continue
its growth momentum in 2023.
Revenue
The Group's consolidated revenue was up 33% to GBP12.1 million
(2021: GBP9.1 million). The segmental analysis is shown below:
2022 2021
Continuing operations: GBP GBP
Artist representation 6,571,428 3,722,924
Services 2,874,603 778,502
9,446,031 4,501,426
Discontinued operations:
Livestreamed events* 2,608,079 4,642,212
------------------- ------------------
12,054,110 9,143,638
------------------- ------------------
* Revenue of Drift group for the nine-months ended
30 September 2022 (2021: twelve months to 31 December
2021)
2022 saw a return to revenue growth after a 2-year hiatus due to
the COVID pandemic and the associated lock downs in the following
areas:
Artist representation
The live music scene in 2022 has seen strong growth in live
music activities and this has created a huge demand for ATC Live's
roster as evidenced by the 400% growth in revenue from GBP0.56
million in 2021 to GBP2.22 million in 2022. In a similar vein, ATC
Management also achieved double digit revenue growth of 33% from
GBP2.89 million in 2021 to GBP3.85 million.
The Group expanded its Live and Management businesses during the
year (as explained in the net cash/(debt) section) and expects to
reap the long-term benefits from these investments.
Services
Revenue includes gross consultancy commission of $2.3m (net
commission of $1.15m) for the facilitation of the private
acquisition of streaming platform Napster. The Group is
continuously exploring big ticket consultancy deals, building
strategic partnerships with other players in the industry and
creating and offering new artist related services as part of its
growth strategy for this division.
Livestreamed events
As discussed above, Driift is now an associated undertaking as
of 1 October 2022. Following the transaction that was announced on
30 September, Driift is now engaged in a process of restructuring
its organisation, cost structure and business processes and with
the GBP4 million cash infusion from its major shareholder Deezer
S.A., it is now well capitalised and well-positioned to take
advantage of increasing interest in livestreaming.
Profit /(loss) before tax
The profit before tax in 2022 amounted to GBP0.01 million (2021:
loss before tax GBP3.3 million.) The segmental analysis is shown
below:
2022 2021
Continuing operations: GBP GBP
Artist representation 542,043 (503,085)
Services 488,185 53,762
Livestreamed events** (290,994) -
Central cost* (437,421) (713,948)
301,813 (1,163,273)
Discontinued operations:
Livestreamed events*** (291,802) (2,143,245)
---------------- --------------------
Profit /(loss) before tax 10,012 (3,306,518)
---------------- --------------------
* Includes IPO and related costs of GBP0.62 million
in FY21.
** Driift as an associate (32.5% of result)
*** Consolidated Driift (100% of results) up to 30
September 2022
Net cash /(debt) position
At the year end, the Group's net cash after short-term debt was
GBP1.4 million (2021: net cash of GBP4.24 million). It is important
to highlight that in 2021, the net cash included cash of the Driift
group of GBP1.6 million. The cash balances of the Driift group were
deconsolidated with effect from 1 October 2022.
The funds raised during the IPO provided the Group with the
necessary working capital to grow its various businesses in 2022.
The money was used in accordance with the Group's business plan and
objectives for 2022, which included, but were not limited to, the
following:
-- The office expansion in New York City in North America and
the hiring of new agents and managers to strengthen the roster of
artists of the Live and Management businesses with the main
objective of increasing revenue through market penetration and
market development strategies.
-- The establishment of a new ATC Services division, the
improvement of its service offerings and strategic partnerships
with certain third parties to allow the Group to offer a full suite
of artist related services.
-- Launch of ATC Experience to create and distribute artist-led
digital and in-person experiences for global audiences, with
project pipeline building
-- The recruitment of additional personnel in the areas of
operations, administration, and finance to improve the front-end
and back-end systems, procedures and processes to address the
regulatory and compliance requirements of a listed company and the
implementation of best practices across the Group.
-- The year has also seen an increase in the professional and
consultancy fees which is part of the growing compliance and
regulatory requirements as a listed company and travelling cost
owing to the increased business activities and rising cost of
inflation.
The funds raised in the IPO in December 2021 together with the
operational cash flow of the Group during the year has helped fuel
its expansion and mitigate the impacts of rising business costs
that were a feature of 2022 for many companies.
Overall, the Group's net cash position after long-term debt was
GBP0.073 million (2021: net cash of GBP2.31 million).
Financing costs of GBP0.128m (2021: GBP0.097m) was comprised
mainly of interest expenses on loans of GBP0.118 million (2021:
GBP0.083 million)
2022* 2021*
GBP GBP
Cash and cash equivalents 3,917,270 5,532,272
Funds held on behalf of
clients (2,172,873) (1,027,793)
------------------ ------------------
Own funds 1,744,397 4,504,479
Short-term:
Borrowings (209,188) (124,068)
Right of use lease liabilities (143,794) (140,287)
------------------ ------------------
Net cash after current
debt 1,391,415 4,240,124
------------------ ------------------
Long -term:
Borrowings ** (1,214,057) (1,676,986)
Right of use liabilities (104,444) (248,238)
------------------
(1,318,501) (1,925,224)
------------------ ------------------
Net cash after long term
debt 72,914 2,314,900
------------------ ------------------
* In 2021, net cash included the cash in Driift group
of GBP1.6 million. In 2022, Driift was deconsolidated
as the Group's ownership reduced from 52% to 32.5%.
** GBP0.9m of the long-term debt is owed to a related
party and is payable over the period to 2030
Earnings per share
Basic and diluted earnings per share from all activities was
27.10 pence per share (2021: loss of 24.56 pence per share).
Basic and diluted earnings per share from continuing activities
was 1.58 pence per share (2021: loss of 10.26 pence per share).
Going Concern
The accounts have been prepared on a going concern basis. Based
on the cash flow forecast for the period ended 30 June 2024, the
Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable
future.
Ram Villanueva
CFO
Consolidated statement of comprehensive income
For the year ended 31 December 2022
2022 2021
----------------------------------------- ----------------------------------------------
Notes Continuing Discontinued Total Continuing Discontinued Total
activities operations activities operations
GBP GBP GBP GBP GBP GBP
Revenue 3,4 9,446,031 2,608,079 12,054,110 4,501,426 4,642,212 9,143,638
Cost of sales (3,084,378) (2,457,469) (5,541,847) (2,088,401) (6,209,493) (8,297,894)
------------ ------------- ------------ -------------- -------------- --------------
Gross profit 6,361,653 150,610 6,512,263 2,413,025 (1,567,281) 845,744
Other operating
income 192,937 240,830 433,767 617,517 545,979 1,163,496
Administrative
expenses (5,962,123) (683,111) (6,645,234) (4,268,933) (1,121,944) (5,390,877)
Operating
profit/(loss) 592,467 (291,671) 300,796 (1,238,390) (2,143,245) (3,381,637)
Share of results
of associates
and joint
ventures (165,729) - (165,729) 167,568 - 167,568
Finance income 3,000 - 3,000 4,852 - 4,852
Finance costs (127,924) (131) (128,055) (96,968) - (96,968)
Provisions for
owed by
participating
interest - - - (333) - (333)
Adjusted
profit/(loss)
before
tax 301,814 (291,802) 10,012 (546,538) (2,143,245) (2,689,783)
IPO and related
costs - - - (616,735) - (616,735)
----------------- ------ ------------ ------------- ------------ -------------- -------------- --------------
Profit/(loss)
before taxation 301,814 (291,802) 10,012 (1,163,273) (2,143,245) (3,306,518)
Income tax
expense 7 (77,931) - (77,931) (1,256) - (1,256)
------------ ------------- ------------ -------------- -------------- --------------
Profit/(loss)
for the year
before gain on
disposal of
controlling
interest 223,883 (291,802) (67,919) (1,164,529) (2,143,245) (3,307,774)
Discontinued
operations
Gain on disposal
of controlling
interest 5 - 2,511,979 2,511,979 - - -
------------ ------------- ------------ -------------- -------------- --------------
Profit/(loss)
for the year 223,883 2,220,177 2,444,060 (1,164,529) (2,143,245) (3,307,774)
Other
comprehensive
income:
Items that will
not be
reclassified
to profit and
loss:
Revaluation
gain/(loss) on
unlisted
investments (42,283) - (42,283) 139,061 - 139,061
Currency
translation
differences
and others (13,001) - (13,001) (4,949) (259) (5,208)
------------ ------------- ------------ -------------- -------------- --------------
Total items that
will not
be reclassified
to profit
and loss (55,284) - (55,284) 134,112 (259) 133,853
============ ============= ============ ============== ============== ==============
Total other
comprehensive
income for the
year (55,284) - (55,284) 134,112 (259) 133,853
============ ============= ============ ============== ============== ==============
Total
comprehensive
income
for the year 168,599 2,220,177 2,388,776 (851,495) (2,322,427) (3,173,921)
============ ============= ============ ============== ============== ==============
Profit/(loss)
for the year
attributable
to:
- Owners of the
parent company 151,146 2,445,775 2,596,921 (1,162,038) (1,191,430) (2,353,468)
-
Non-controlling
interests 72,737 (225,598) (152,861) (2,491) (951,815) (954,306)
------------ ------------- ------------ -------------- -------------- --------------
223,883 2,220,177 2,444,060 (1,164,529) (2,143,245) (3,307,774)
============ ============= ============ ============== ============== ==============
Total
comprehensive
income
for the year is
attributable
to:
- Owners of the
parent company 95,862 2,445,775 2,541,637 (849,003) (1,370,612) (2,219,615)
-
Non-controlling
interests 72,737 (225,598) (152,861) (2,491) (951,815) (954,306)
------------ ------------- ------------ -------------- -------------- --------------
168,599 2,220,177 2,388,776 (851,495) (2,322,427) (3,173,921)
============ ============= ============ ============== ============== ==============
Earnings/(loss) Total Total
per share
Pence Pence
Basic and
diluted (pence) 6 27.10 (24.56)
============ ==============
Consolidated statement of financial position
As at 31 December 2022
Notes 2022 2021
GBP GBP
Non-current assets
Goodwill 1,111,400 1,135,403
Property, plant and equipment 303,504 398,506
Investments 2,670,497 244,604
------------ ------------
4,085,401 1,778,513
Current assets
Trade and other receivables 2,669,395 2,647,834
Cash and cash equivalents 3,917,270 5,532,272
------------ ------------
6,586,665 8,180,106
Total assets 10,672,066 9,958,619
============ ============
EQUITY
Called up share capital 8 95,840 95,840
Share premium account 3,983,970 3,983,970
Merger reserve 2,883,611 2,883,611
Currency translation reserve 1,451 (9,750)
Retained earnings (2,727,652) (4,898,864)
------------ ------------
Equity attributable to the
shareholders of the parent
company 4,237,220 2,054,807
------------ ------------
Non-controlling interests 17,190 197,649
------------ ------------
Total equity 4,254,410 2,252,456
------------
LIABILITIES
Non-current liabilities
Borrowings 1,214,057 1,676,986
Other creditors 59,438 53,085
Right of use lease liabilities 104,444 248,238
------------ ------------
1,377,939 1,978,309
Current liabilities
Trade and other payables 4,686,735 5,463,499
Borrowings 209,188 124,068
Right of use lease liabilities 143,794 140,287
------------ ------------
5,039,717 5,727,854
Total liabilities 6,417,656 7,706,163
------------ ------------
Total equity and liabilities 10,672,066 9,958,619
============ ============
Consolidated statement of changes in equity
For the year ended 31 December 2022
Share Share Merger Currency Retained Total Non-controlling Total
capital premium reserve translation earnings interests
account reserve
GBP GBP GBP GBP GBP GBP GBP GBP
Year ended 1
January 2021 32,649 2,449,703 - (4,542) (3,442,423) (964,613) 10,395 (954,218)
--------- ------------ ------------ ------------ -------------- ------------ ---------------- ------------
Profit for the
year - - - (2,353,468) (2,353,468) (954,306) (3,307,774)
Other - - - - - - - -
comprehensive
income:
Revaluation gain
on unlisted
investments - - - 139,061 139,061 - 139,061
Currency
translation
differences
on overseas
subsidiaries - - (5,208) - (5,208) - (5,208)
Total
comprehensive
income
for the year - - (5,208) (2,214,407) (2,219,615) (954,306) (3,173,921)
Issue of share
capital of
previous parent 1,709 399,550 - - - 401,259 - 401,259
Issue of share
capital 95,840 3,983,970 - - - 4,079,810 - 4,079,810
Merger reserve (34,358) (2,849,253) 2,883,611 - - - -
Retained earnings
movements
due to increased
investment
by NCI - - - - 757,966 757,966 - 757,966
Acquisition of
non-controlling
interests - - - - - - (58,796) (58,796)
Other movements in
non-controlling
interests - - - - - 1,200,356 1,200,356
--------- ------------ ------------ ------------ -------------- ------------ ---------------- ------------
At 31 December
2021 95,840 3,983,970 2,883,611 (9,750) (4,898,864) 2,054,807 197,649 2,252,456
Profit for the
year - - - - 2,596,921 2,596,921 (152,861) 2,444,060
Other
comprehensive
income:
Revaluation loss
on unlisted
investments - - - - (42,283) (42,283) - (42,283)
Currency
translation
differences
on overseas
subsidiaries and
others - - - 10,941 (23,942) (13,001) - (13,001)
--------- ------------ ------------ ------------ -------------- ------------ ---------------- ------------
Total
comprehensive
income
for the year - - - 10,941 2,530,696 2,541,637 (152,861) 2,388,776
Disposal of
controlling
interest - - - 260 (361,098) (360,838) (21,687) (382,525)
Other movements - - - - 1,614 1,614 (5,911) (4,297)
At 31 December
2022 95,840 3,983,970 2,883,611 1,451 (2,727,652) 4,237,220 17,190 4,254,410
========= ============ ============ ============ ============== ============ ================ ============
Consolidated statement of cash flows
For the year ended 31 December 2022
2022 2021
GBP GBP
Cash flows from operating activities
Loss for the year after tax (67,919) (3,307,774)
Adjustments for:
Taxation charged 77,931 1,256
Finance costs 128,055 96,968
Finance income (3,000) (4,852)
Loss on disposal of property, 6,927
plant and equipment -
Depreciation of property, plant
and equipment 133,378 133,023
Share of results of associates
and joint ventures 165,729 (167,568)
Provision against investment
in associates and joint ventures - 333
Movements in working capital:
Increase in trade and other
receivables (444,986) (572,660)
Increase in trade and other
payables 582,008 1,136,345
------------ ------------
Cash generated/(absorbed by)
from operations 578,123 (2,684,929)
Interest paid (128,055) (96,968)
Tax paid - (1,256)
------------ ------------
Net cash inflow/ (outflow)
from operating activities 450,068 (2,783,153)
------------ ------------
Investing activities
Purchase of property, plant
and equipment (50,235) (20,983)
Purchase of subsidiaries (net
of cash acquired) - 274,700
Disposal of controlling interest (1,340,058)
in Driift - cash disposed of -
Investment in unlisted shares - (53,086)
Net amount (invested in)/withdrawn
from associates and joint ventures (158,825) -
Interest received 3,000 4,852
------------ ------------
Net cash generated from investing
activities (1,546,118) 205,483
------------ ------------
Financing activities
Proceeds from issue of shares - 4,311,119
Proceeds from borrowings - 500,000
Repayment of borrowings (377,809) (640,386)
Proceeds from non-controlling
interest additional investment
(Driift) - 2,000,000
Repayment of bank loans - (95,414)
Payment of lease liabilities (140,287) (136,865)
------------ ------------
Net cash (absorbed by)/ generated
from financing activities (518,096) 5,983,454
------------ ------------
Net (decrease)/increase in
cash and cash equivalents (1,614,146) 3,360,784
Cash and cash equivalents at
beginning of year 5,532,272 2,178,505
Effect of foreign exchange rates (856) (7,017)
------------ ------------
Cash and cash equivalents at
end of year 3,917,270 5,532,272
============ ============
1. General information
The Group financial statements have been prepared in accordance
with International Financial Reporting Standards in conformity with
the requirements of the Companies Act 2006 ("IFRS").
The financial information set out in this document does not
constitute the Group's statutory accounts for the year ended 31
December 2022 or 31 December 2021.
Statutory accounts for the year ended 31 December 2021 have been
filed with the Registrar of Companies and those for the year ended
31 December 2022 will be delivered to the Registrar in due course;
both have been reported on by independent auditors. The independent
auditor's report for the year ended 31 December 2022 is
unmodified.
Going concern
The accounts have been prepared on a going concern basis. Based
on the cash flow forecast for the period ended 30 June 2024, the
Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable
future
2. Basis of consolidation
The consolidated Group financial statements comprise the
financial statements of ATC Group plc and its subsidiaries listed
in the Group financial statements. The financial statements of all
Group companies are adjusted, where necessary, to ensure the use of
consistent accounting policies.
3. Segmental analysis - 31 December 2022
Continuing activities Discontinued
operations
Artist Services* Livestreamed Central Total Livestreamed Total before Eliminations Total
representation events costs events eliminations
GBP GBP GBP GBP GBP GBP GBP GBP GBP
Revenue 6,571,428 2,874,603 - - 9,446,031 2,608,079 12,054,110 - 12,054,110
Cost of sales - (2,053,180) (1,031,198) - - (3,084,378) (2,457,469) (5,541,847) - (5,541,847)
--------------- ------------ ------------- ------------ ------------ ------------- ------------- ------------- ------------
Gross profit 4,518,248 1,843,405 - - 6,361,653 150,610 6,512,263 6,512,263
Other operating income 178,215 14,722 - 366,741 559,678 240,830 800,508 (366,741) 433,767
Administrative expenses (4,211,950) (1,354,434) - (762,481) (6,328,864) (683,111) (7,011,975) 366,741 (6,645,234)
------------- -------------
Operating profit/(loss) 484,513 503,694 - (395,740) 592,467 (291,671) 300,796 - 300,796
Share of results
of associates and
joint ventures 140,708 (15,443) (290,994) - (165,729) - (165,729) - (165,729)
Finance income 3,000 - 3,000 3,000 - 3,000
Finance costs (86,178) (66) - (41,681) (127,925) (131) (128,055) - (128,055)
Provisions for
amounts - - - - - - - - -
owed by participating
interest
--------------- ------------ ------------- ------------ ------------ ------------- ------------- ------------- ------------
Profit/(Loss) before
taxation 542,043 488,185 (290,994) (437,421) 301,813 (291,802) 10,012 - 10,012
Income tax expense - (77,931) - (77,931) - (77,931) - (77,931)
--------------- ------------ ------------- ------------ ------------ ------------- ------------- ------------- ------------
Profit/(loss) for
the year before gain
on disposal of controlling
interest 542,043 410,254 (290,994) (437,421) 223,882 (291,802) (67,919) - (67,919)
Discontinued
operations:
Gain on disposal
of controlling interest - - - - - 2,511,979 2,511,979 - 2,511,979
--------------- ------------ ------------- ------------ ------------ ------------- ------------- ------------- ------------
Profit/(loss) for
the year 542,043 410,254 (290,994) (437,421) 223,882 2,220,177 2,444,060 - 2,444,060
=============== ============ ============= ============ ============ ============= ============= ============= ============
Assets and
liabilities
Total assets 6,173,734 960,920 2,184,533 3,047,786 12,366,973 - 12,366,973 (1,694,907) 10,672,066
Total liabilities (9,483,839) (331,239) - (115,674) (9,930,752) - (9,930,752) 3,513,096 (6,417,656)
--------------- ------------ ------------- ------------ ------------ ------------- ------------- ------------- ------------
Net assets/(liabilities) (3,310,105) 629,681 2,184,533 2,932,112 2,436,221 - 2,436,221 1,818,189 4,254,410
=============== ============ ============= ============ ============ ============= ============= ============= ============
* Revenue of the Consultancy and Services segment in 2022 includes commission of $2,297,223 received
in March 20222 by ATC Media Inc for the facilitation of the acquisition of Napster Music Inc by Hivemind
and Algorand. ATC Media Inc is also entitled to deferred revenue in the form of a number of Napster crypto
tokens issued as part the merger between Napster Music Inc and Napster Holding Inc, a number that is currently
undetermined. The fair value of the deferred revenue receivable in Napster tokens has been determined
at the year end to be nil.
3. Segmental Analysis - 31 December 2021
Continuing activities Discontinued
operations
Artist Services Central Total Livestreamed Total before Eliminations Total
representation costs events eliminations
GBP GBP GBP GBP GBP GBP GBP GBP
Revenue 3,722,924 778,502 - 4,501,426 4,642,212 9,143,638 - 9,143,638
Cost of sales (2,060,725) (27,676) - (2,088,401) (6,209,493) (8,297,894) - (8,297,894)
--------------- ---------- ------------ -------------- -------------- -------------- ------------- --------------
Gross profit 1,662,199 750,826 - 2,413,025 (1,567,281) 845,744 845,744
Other operating
income 581,716 120,227 - 701,943 545,979 1,247,922 (84,426) 1,163,496
Administrative
expenses (2,822,245) (817,164) (713,948) (4,353,357) (1,121,944) (5,475,301) 84,426 (5,390,877)
-------------- -------------
Operating
profit/(loss) (578,331) 53,890 (713,948) (1,238,390) (2,143,245) (3,381,636) - (3,381,637)
Share of results
of associates
and joint
ventures 167,568 - - 167,568 - 167,568 - 167,568
Finance income 4,849 4 - 4,852 - 4,852 - 4,852
Finance costs (96,837) (132) - (96,968) - (96,968) - (96,968)
Provisions for
amounts owed
by
participating
interest (333) - - (333) - (333) - (333)
Adjusted
profit/(loss)
before
tax (503,085) 53,762 (97,213) (546,538) (2,143,245) (2,689,783) - (2,689,783)
IPO and related
costs - - (616,735) (616,735) (616,735) - (616,735)
------------------ --------------- ---------- ------------ -------------- -------------- -------------- ------------- --------------
Profit/(Loss)
before taxation (503,085) 53,762 (713,948) (1,163,273) (2,143,245) (3,306,518) - (3,306,518)
Income tax
expense - (1,256) - (1,256) - (1,256) - (1,256)
--------------- ---------- ------------ -------------- -------------- -------------- ------------- --------------
Profit/(loss) for
the year (503,085) 52,505 (713,948) (1,164,529) (2,143,245) (3,307,774) - (3,307,774)
=============== ========== ============ ============== ============== ============== ============= ==============
Assets and
liabilities
Total assets 6,749,386 505,566 3,512,328 10,767,280 3,395,862 14,163,141 (4,204,523) 9,958,619
Total liabilities (7,938,879) (279,363) (146,465) (8,364,707) (2,184,318) (10,549,025) 2,842,862 (7,706,163)
--------------- ---------- ------------ -------------- -------------- -------------- ------------- --------------
Net assets (1,189,493) 226,203 3,365,862 2,402,572 1,211,544 3,614,116 (1,361,661) 2,252,456
=============== ========== ============ ============== ============== ============== ============= ==============
4. Revenue analysed by geographical market
2022 2021
GBP GBP
United Kingdom 4,453,863 5,068,283
Europe 314,938 860,023
United States of America 7,268,132 2,631,178
Rest of the world 17,177 584,154
----------- ----------
12,054,110 9,143,638
=========== ==========
5. Discontinued operations
On 30 September 2022 the group entered into a transaction with
Deezer SA ('Deezer') involving Driift Holdings Limited ('Driift')
whereby Deezer introduced new equity funds of GBP4m and the company
Dreamstage, Inc. into the Driift group. As a result, ATCs interest
in Driift reduced from 52% to 32.5% and from 1 October 2022 Driift
has been accounted for as an associated undertaking.
In accordance with IFRS 5, the results of Driift to 30 September
2022 are shown as discontinued operations and the 2021 comparatives
adjusted accordingly. The share of Driift's results from 1 October
2022 are included in continuing activities.
The resulting gain on the disposal of the controlling interest
in Driift amounted to GBP2,511,979 (2021: GBPNil).
6. Earnings per share
2022 2021
GBP GBP
Profit (loss) attributable to owners of parent
company 2,596,921 (2,353,469)
Basic and diluted number of shares in issue 9,584,020 9,584,020
Earnings per share pence pence
Basic and diluted earnings/(loss) per share 27.10 (24.56)
Basic and diluted earnings/(loss) per share
(Continuing activities) 1.58 (10.26)
Basic and diluted earnings/(loss) per share
(Discontinued activities) 25.52 (14.30)
Basic earnings per share is calculated by dividing the
profit/loss after tax attributable to the equity holders of All
Things Considered Group Plc by the weighted numbers of shares in
issue during the year .
7. Income tax expense
2022 2021
GBP GBP
Current tax
UK corporation tax on losses for the current -
period -
Foreign taxes and reliefs 77,931 1,256
77,931 1,256
======= ======
The difference between the statutory income tax rate and the
effective tax rates are summarised as follows:
2022 2021
GBP GBP
Profit/(loss) before income taxes 10,012 (3,306,518)
---------- ------------
Expected tax at statutory UK corporation tax
rate of 19% 1,902 (628,238)
Increase/(decrease) in tax resulting from:
Effect of different tax rates in foreign jurisdictions 1,228 (27,081)
Tax losses utilised - 181,597
Capital allowances less depreciation (1,249) (1,894)
Losses carried forward - 471,027
Non-deductible expenditure 353,817 101,070
Income not taxable for tax purposes (171,957) -
Movement in deferred tax not recognised (116,191) -
Other adjustments 10,381 (95,225)
77,931 1,256
========== ============
At 31 December 2022, the Group has GBP2,882,169 (2021:
GBP5,496,781) of tax losses available to be carried forward against
future profits. A deferred tax asset on losses available to be
carried forward has not been provided due to uncertainty that
profits will arise against which the losses can offset.
From April 2023, the corporation tax rate increased from 19% to
25%.
8. Reserves
2022 2021 2022 2021
Ordinary share capital Number Number GBP GBP
Issued and fully paid
Ordinary shares of GBP0.01
(2020: GBP1) each 95,840,020 95,840,020 95,840 95,840
Number of
shares Share capital
No. GBP
Issued share capital in All Things
Considered Ltd at 31 December 2020 34,358 34,358
At 31 December 2020 34,358 34,358
========== =============
Exchanged for shares in All Things
Considered Group Plc 6,871,599 68,716
Share issued on incorporation 1 -
Shares issued 14 December 2021 2,712,420 27,124
---------- -------------
At 31 December 2021 and 2022 9,584,020 95,840
========== =============
The company has one class of Ordinary shares. The Ordinary
shares have full voting, dividend and capital distribution
(including on winding up) rights. They do not confer any rights of
redemption or carry any right to fixed income.
On 11 November 2021, All Things Considered plc issued 6,871,599
Ordinary shares of GBP0.01 each in exchange for the entire share
capital of All Things Considered Limited.
On 14 December 2021, 2,712,420 shares were issued leading to a
further GBP27,412 of share capital and share premium of
GBP3,983,970, net of share issue costs.
On 14 December 2021, 119,800 warrants were granted to Canaccord
Genuity Limited to subscribe for Ordinary Shares of GBP0.01 each in
All Things Considered Group Plc. The charge to the profit and loss
account in respect of these is immaterial for 2021 .
Merger reserve
The merger reserve was created as a separate component of
equity, representing the difference between the share capital of
the Company at the date of the Group reorganisation in 2021 and
that of the previous parent company of the Group.
Currency translation reserve
The currency translation reserve represents cumulative foreign
exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
9. Related party transactions
Transactions with related parties for the year ended 31 December
2022
During the year, the Group paid rent of GBP150,000 (2021:
GBP150,000) to Pagham Investments Limited, a company in which close
family members of two of the directors, Craig Newman and Brian
Message, have a significant interest. The Group also paid rent of
GBP193,958 (2021: GBP178,240) to Craig Newman during the year.
During the year the Group recharged overheads totalling
GBP32,494 (2021: GBP20,554) to the following LLPs that the Group is
a member of and has a significant interest in:
-- ATC 9 LLP: GBP23,452 (2021: GBP20,554)
-- ATC Live LLP: GBP9,042 (2021: GBPnil)
In turn the group was recharged overheads totalling GBP305,300
(2021: GBP800,468) by the following LLPs that the Group is a member
of and has a significant interest in:
-- ATC 4 LLP: GBP284,674 (2021: GBP798,898)
-- ATC 9 LLP: GBP20,626 (2021: GBP1,570)
During the year, the Group paid interest of GBP23,790 (2021:
GBP10,778) to Pagham Investments Ltd.
Balances with related parties as at 31 December 2022
At 31 December 2022, the Group owed GBP900,000 (2020:
GBP1,015,027) to Pagham Investments Limited, a company in which
close family members of two of the directors, Craig Newman and
Brian Message, have a significant interest.
At 31 December 2022, the following represent the amount of
members capital in LLPs and LLCs attributable to the Group and
shown in 'investments in associates and joint ventures':
2022 2021
GBP GBP
ATC 4 LLP 206,412 -
ATC 7 LLP 15,932 398
ATC 9 LLP 88,070 52,060
-------- -------
310,414 52,458
======== =======
10. Events after the reporting date
There are no post balance sheet events that require disclosure
under IAS10.
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END
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