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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| All Things Considered Group Plc | AQSE:ATC | Aquis Stock Exchange | Ordinary Share | GB00BM9CMX71 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 102.50 | 95.00 | 105.00 | 102.50 | 88.00 | 102.50 | 34,572 | 15:29:37 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Dec 2022 to Dec 2024
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:
Hot Features
Premium
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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May 05, 2023 02:00 ET (06:00 GMT)
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