TIDMATC
RNS Number : 9181N
All Things Considered Group PLC
28 September 2023
28 September 2023
All Things Considered Group Plc
("ATC", the "Company" or the "Group")
Interim Results for the six months ended 30 June 2023
Transformative period bolstering platform for growth
All Things Considered Group Plc (AQSE: ATC), the independent
music company housing artist representation and music industry
services, is pleased to announce its unaudited interim results for
the six months ended 30 June 2023 ("H1 2023").
Financial highlights
-- Underlying Group revenue increased 40% to GBP3.39m (H1 2022: GBP2.42m)*
-- The Group's Artist Representation segment (comprising ATC
Management,ATC Live and other representation activities) saw
revenue increase 39% to GBP2.72m (H1 2022: GBP1.96m)
-- 84% revenue growth in ATC Management to GBP1.78m,
demonstrating early returns of investment made in prior financial
year
-- 14% revenue growth for ATC Live to GBP0.74m in traditionally
quieter H1 period for live music activities
-- 42% increase in underlying Services divisional revenue* to GBP0.66m (H1 2022: GBP0.47m)
-- 10% improvement in underlying loss before tax** to GBP0.70m
(H1 2022: Loss before tax of GBP0.78m), in line with seasonal
variation in industry
-- Net cash after short term debt GBP0.89m at 30 June 2023 (30
June 2022: net cash of GBP3.0m including GBP1.6m relating to
Driift)
Operational highlights
-- Artist Representation:
o Continued strength in artist representation businesses, ATC
Management and ATC Live, with more than 70 and 450 clients
respectively
o Recently opened New York office, in its second year of
operation, driving new business with key new signings including
Lianne La Havas and Kelsey Lu
o ATC Live deepened trading arrangements with the Arrival
Artists partnership in North America providing artists with global
representation and strengthening its position as one of the world's
leading independent live agencies (now ranked 8(th) largest agency
globally)
-- Services:
o Solid underlying performance driven by US business
o The Group's minority interest in Driift remains well-funded
with segment seeing impact of resumption of live touring.
Substantially improved livestreaming platform product resulted in
livestream show with legendary band, Blur.
Post period end, current trading and outlook
-- Successful placing in July 2023 raising GBP4.18m to fund 60%
acquisition of Sandbag Limited and provide capital to support
organic and acquisitive growth
-- Significant majority acquisition of a full-service
merchandise company, Sandbag Limited ("Sandbag"), completed on 19
July 2023 bringing 200 clients and real strength to the Group's
fully-integrated services offering that can engage with musical
talent across all available income streams. Initial benefits of
revenue and profitability synergies to be realised in the second
half of 2023.
-- Good visibility on medium term performance pipeline,
seasonally weighted to the second half of the year for the ATC Live
business
-- Higher than expected losses anticipated for minority interest in Livestreaming business
-- Strengthened balance sheet following successful placing.
Group cash at the end of August, before short term debt, after net
proceeds from the fundraise and after GBP2.4m initial consideration
paid for Sandbag was GBP2.6m, excluding cash balances of
Sandbag.
Adam Driscoll, Chief Executive Officer of ATC Group plc,
commented: "We are pleased to report on a busy period of
operational and strategic progress for the Group as we execute our
vision of building a full-service music business. This is
underpinned by the continued strength of our established businesses
which continue to drive underlying Group growth.
"A significant achievement was the recent majority acquisition
of merchandise partner, Sandbag, adding scale and complementary
services to the Group as we execute our strategy of broadening and
deepening our engagement across artists' commercial interests. As
we scale, we see the advantages of this strategy bearing fruit as
we generate greater industry insight and proprietary data to
leverage across the Group's multiple service lines.
"We enter the second half with good pipeline visibility, a
strong financial position and the initial revenue and profit
synergies from the Sandbag acquisition still to be realised. This
leaves us in a strong position to take advantage of the near-term
evolution of the music industry."
* Excluding the one-off Services revenue in H1 2022 of
GBP1.74m
**Excluding the one-off profit of GBP0.825m on Services revenue
in H1 2022 of GBP1.74m and share of losses of Driift
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as retained as part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as
amended. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain. The
person responsible for arranging for the release of this
announcement on behalf of the Company is Adam Driscoll, CEO.
-S-
For more information, please contact:
For more information, please contact:
ATC Group Via Alma PR
Adam Driscoll, CEO
Rameses Villanueva, CFO
Panmure Gordon (UK) Limited +44 (0)207 886 2500
AQSE Corporate Adviser and Broker
James Sinclair-Ford / Mark Rogers /
Freddie Wooding
Hugh Rich / Rauf Munir
Alma PR +44(0)20 3405 0205
Financial PR
Hilary Buchanan / Justine James / Robyn
Fisher
Notes to Editors
ATC Group is an independent music company housing talent
management, live booking, music industry services and livestreaming
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
-- Sandbag - a market leading merchandising and 'Direct to Consumer' business
-- ATC Media- providing consultancy and development services
-- Your Army USA - 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 theatrical events and digital experiences with artists
Livestreamed events
-- Minority interest in Driift - a global livestreaming business
For more information see: www.atcgroupplc.com
CEO Review
Overview
The six-month period to 30 June 2023 marked a period of
significant activity for the Group, culminating in the announcement
on 29 June 2023 of the successful placing of new shares to raise
GBP4.18 million (the "Fundraise") with the net proceeds being used
primarily to acquire a 60% holding in Sandbag, a full-service
merchandise business. The remaining net proceeds of around GBP1.4
million strengthen the Company's balance sheet and provide capital
for the Group's further expansion into live events and
experiences.
We were delighted by the substantial support from a number of
our key existing shareholders and equally pleased to be able to
welcome new shareholders to the register who share the Directors'
optimism about the Group's prospects. We continue to have engaging
and constructive conversations with our shareholders as we explore
the exciting array of opportunities that lie ahead, and we would
like to thank shareholders for their continued support.
The acquisition of Sandbag, which completed shortly after the
period end on 19 July 2023, marks a substantial development for the
Group's Services division. It brings real strength to the strategy
of building a business that can engage with musical talent across
all available revenue streams and provide a fully-integrated
service empowering creators and artists to build optimal commercial
structures to generate increased revenues.
Notwithstanding this significant corporate and operational
activity, we are pleased with the continued growth of the Group's
substantial Artist Representation segment, consisting of ATC
Management and ATC Live. The division has continued to go from
strength to strength, with ATC Management and ATC Live representing
more than 70 clients and 450 clients respectively. The clients -
being the artists - are the real source of all revenue generation
in the industry. With the acquisition of Sandbag, delivering
another roster of more than 200 clients, such as Radiohead, ABBA
Voyage, Incubus, Charli XCX and Glastonbury Festival , amongst
others, w e continue to deliver on a 'direct to consumer'
opportunity for fan engagement that will, we believe, become a key
economic driver of the Group's business in the future.
As noted above, the Fundraise has also given us additional
capital to continue the development of our live and events
businesses. We can see a huge opportunity to move more directly
into the ownership of stakes in festivals, theatrical experiences
and other ticketed performance businesses. We have the advantage
bestowed via our ATC Live and our ATC Management businesses of data
that gives us a deeper understanding of the market: who is selling
tickets, where they are selling them and at what price points -
using that market intelligence to inform the data-driven
development of our live and events businesses is a competitive
advantage that comes from our unique position as a comprehensive
talent services provider. We continue to assess various
opportunities in this space which show the potential to enhance the
growth strategy of the Group.
Market - Music industry in transition
The music industry is undergoing rapid transformation brought
about by technology innovation, empowered artist expectations and
changing consumer behaviours, disrupting traditional business
models in a multi-billion dollar industry. The Directors believe
the Group's diversified business model and established track record
means it is well positioned to build on future organic and
acquisitional growth opportunities in an evolving and fragmented
music industry.
Performance Review
The formation and investment into the Group's business platform,
providing a comprehensive range of talent services, is guided by
the Group's strategy to build a fully-integrated services business
covering the spectrum of artists' needs. This enables the Group to
align more closely with artists' commercial ambitions, capture a
greater share of music industry revenue streams, and enables a
virtuous circle of industry insight and proprietary data across
service lines, creating substantial competitive differentiation. In
our core areas of business, the first half of 2023 has demonstrated
solid progress.
Artist Representation
In the key areas of Artist Representation we have seen revenue
increase by 39% from GBP1.96 million in 2022 to GBP2.72 million in
2023 including new artist signings including Lianne La Havas,
Kelsey Lu, The Murder Capital, Cate Le Bon, Yellow Days, Ty Segall,
and Katie Malco.
ATC Management
The ATC Management business achieved double digit revenue growth
of 84% to GBP1.78 million in 2023 (2022: GBP0.97 million). As noted
in the 2022 annual report, the second half of 2022 was marked by
the addition of a number of new managers and artists joining our
roster. The first half of 2023 saw the benefits of that growth as
those artists and managers began to deliver new revenues to the
Group. We are pleased to report that the roster has continued to
strengthen in the first half of 2023, with the New York office,
which is only in its second year of operation, bringing in new
business and both the US and European businesses attracting new
clients.
ATC Live
ATC Live continued to see growth in live music activities, as
evidenced by the 14% uplift in revenue from GBP0.65 million in 2022
to GBP0.74 million in H1 2023. Traditionally the first half of the
year is a quieter period for ATC Live, with a substantial ramp up
of revenues being seen during the summer festival season and second
half touring activity. We are encouraged by the pipeline we see for
this business for the rest of 2023 and into 2024. The pattern of
ATC Live's activity is such that it is often booking its artists
into events that will take place in 12 to 18 months' time, giving
us good visibility on its medium term performance prospects.
ATC Live continues to deepen its trading arrangements with North
American agency, Arrival Artists which was launched in October 2020
in order to offer artists the option of global representation via
that partnership. This has strengthened ATC Live's position as one
of the world's leading independent live agencies - it is ranked the
8(th) largest agency globally by Rostr.
Services
In our Services division, we saw underlying revenue growth in H1
of 42% to GBP0.66m which was driven primarily by some excellent
results from our US based music promotions business, Your Army
America. In H1 2022 our Services division delivered one specific
project which generated substantial revenue of GBP1.74m for the
Group (further details are included within the CFO Review section).
We did not have any 'one off' projects of this size in H1 2023. We
continue to assess opportunities where we can generate consultancy
fees of this nature but expect the pattern of any such non-core
income to be irregular.
Notwithstanding that, the acquisition of a majority stake in
Sandbag is a transformative moment for our Services division.
Sandbag's most recently audited full year accounts to 31 March 2022
showed revenues of over GBP30m and a pre-tax profit of over GBP1m.
Having completed the acquisition on 19 July 2023, we expect to see
the benefits of both that revenue and profitability flow through in
the second half of the year. The integration of Sandbag's
management team into the Group has been seamless and we anticipate
that synergies will be realised in the short term with cross
selling opportunities across a broader client base.
Minority Interest - Livestreaming
Driift, which since 1 October 2022 has been an associated
company, continues to provide end-to-end livestreaming capability -
across show development, production, ticketing, streaming and
distribution. However, the market for livestreaming sales has
certainly been affected by the resumption of live activity
following the post-Covid reopening. Industry forecasts still point
towards this being a multi-billion dollar sector over the coming
years, but the journey towards that destination is currently slower
than anticipated.
Driift is one of the leading brands in the field and is well
positioned to benefit from the industry's anticipated growth in
this sector - it remains well funded. Driift has substantially
improved its livestreaming platform product over recent months and
a recent livestream show with legendary band, Blur, saw fantastic
metrics in terms of satisfaction with the consumer experience of
using the platform and the quality of the show delivery. This has
led to enquiries from non-music event hosts looking to use Driift's
platform as a white labelled tool to deliver and monetise their own
events - a new area of business which is being explored. Alongside
this, Driift has continued to deliver livestreaming events for
well-regarded artists and is exploring the commercial potential to
produce and promote live events with globally recognised performers
outside of the music sector. We hold a minority stake of 32.5% in
Driift but remain active in helping the company achieve its goals
in a more challenging environment.
Current Trading and FY23 outlook
The Group's divisional businesses in Artist Representation and
Services have performed in line with management expectations in the
first half of 2023 and we expect that to continue for the full
year. At a Group level, this has been offset by Driift's
performance which has been behind the budget set for it by its
board for 2023, and we therefore expect our share of its losses to
be higher than originally forecast for that division. Our recent
fundraising and the acquisition of a majority stake in Sandbag has
given added impetus across all Group businesses. We are well
capitalised to pursue our clear growth opportunities, with this
being especially true in the live events space.
At this point of the year, we also have visibility on many of
our artists' activity for 2024. Tours are already booked and many
others are in advanced planning stages. Highlights include sell out
tours from PJ Harvey, The Hives and Black Country, New Road. PJ
Harvey's forthcoming tour sold out three times faster than her
previous tour, with her performing two nights in various key
European venues and The Hives' UK/EU and US tour sold out in
minutes and sees the band playing to their biggest audiences in Los
Angeles in 20 years. We are expecting to see healthy levels of
activity throughout next year which will positively impact all
areas of Group business.
In summary, we continue to expect our comprehensive service
offering to continue not only its organic growth, but expansion
through the launch of new initiatives and acquisition
opportunities. We believe that we remain well placed to move into
areas where the Group can create, capture and manage more
intellectual property in partnership with its clients. We have,
with the addition of Sandbag, improved our asset base and this is
enabling us to deliver on our plan to grow a substantial group
which can take advantage of the near-term evolution of music
industry models.
At 30 June 2023, the Group retains a sufficiently healthy net
cash position (after current debt) of GBP 0.89 million which has
been further improved following the fundraise and acquisition of
Sandbag after the period end.
Adam Driscoll
28 September 2023
CFO Review
Overview
The Group's underlying revenue for the first half of 2023
(excluding the one-off Services revenue earned in H1 2022 of
GBP1.74 million) saw a 40% improvement to GBP3.39 million (2022:
GBP2.42 million).
Losses from continuing operations were expected during the first
half of the year due to the commercial cyclical rhythm of the
industry, with the second half of the year traditionally seeing
much more activity as festivals and live tours are delivered.
Excluding the Group share of losses of Driift in 2023 and the
one-off Services revenue in 2022, the Group's loss before tax in H1
2023 amounted to GBP0.70 million (2022: loss before tax GBP 0.78
million) which is an improvement of 10%. ATC retains a positive net
cash position as at 30 June 2023 (after current debt but excluding
long-term debt) of GBP0.89 million. Long-term debt of GBP1.1
million is owed to a related party and is payable over the period
to 2030.
The Group is well positioned to continue its growth momentum in
the remaining half of 2023 and 2024 with the Fundraise which was
completed in July 2023 further improving the Group's net cash
position.
Revenue
Excluding the one-off Services revenue in H1 2022 of GBP1.74
million, the Group's consolidated revenue was up 40% to GBP3.39
million (2022: GBP2.42 million).
The segmental analysis is shown below:
Six months Six months
ended June ended June
2023 2022
Continuing operations: GBP GBP
Artist Representation 2,722,400 1,956,928
Services 664,086 467,781
-------------- -------------
Sub-total 3,386,486 2,424,709
Services - One off* - 1,743,633
Total revenue from continuing
operations 3,386,486 4,168,342
Discontinued operations:
-------------- -------------
Livestreamed events** - -
-------------- -------------
3,386,486 4,168,342
============== =============
* The Services division earned significant one-off
revenue of approximately $ 2.3 million ( GBP1.74million)
in March 2022 from its consulting services in facilitating
of the private acquisition of streaming platform,
Napster. The division earned gross profit of $1.15m
(GBP0.825m) from this transaction.
** Revenue of Drift group for the six-months ending
30 June 2022 amounted to GBP 1.85 million but for
presentation and comparability purposes and in accordance
with IFRS5, Driift results are presented as a one
line item under Discontinued operations. Following
the transaction with Deezer SA which 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's accounts.
Artist representation
During the period, the revenue of our Artist Representation
segment increased by 39% from GBP1.96 million in 2022 to GBP2.72
million in 2023 attributed mainly to the following:
-- ATC Management achieved double digit revenue growth of 84% to
GBP1.78 million in 2023 (2022: GBP0.97 million). During the second
half of 2022, ATC Management strengthened its roster of new
managers and artists which resulted in the revenue growth for the
division commencing in the first half of 2023.
-- ATC Live continued to see growth as evidenced by the 14%
growth in revenue from GBP0.65 million in 2022 to GBP0.74 million
in 2023.
-- Other activities GBP0.20m (2022: GBP0.34m)
The Group continues to streamline and expand its Artist
representation businesses and expects to reap long-term benefits
from this process.
Services
Excluding the one-off Services revenue in H1 2022 of GBP1.74
million, the Group has seen an increase in Services revenue of 42%
to GBP0.66 million (2022: GBP0.47 million) due mainly to strong
performance of in Your Army America in their provision of DJ
promotion services both in the club and radio divisions in the
United States.
As detailed in the CEO report, the Group acquired a 60% holding
in Sandbag on 19 July 2023. This acquisition marks a substantial
addition to the Group's client base, grows the direct-to-customer
services division and provides greater capacity in the 'direct to
fan' model which is increasingly being embraced by artists. The
acquisition is expected to enable ATC to keep more of the 'value
chain' within the Group and build an 'end to end' artist commerce
business. The acquisition adds substantial turnover to the Group
and we expect Sandbag to remain profitable.
The Group is continuously exploring consultancy arrangements,
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 and the Group's share of its results are included
in the line 'Share of results of associates and joint ventures'.
The Group's share of Driift's loss for H1 amounted to GBP435,660
(H1 2022 loss GBP290,994) and the board of Driift are in the
process of restructuring its business model, organisation, cost
structure and processes to better position the company as a
commercially sustainable enterprise.
Profit /(loss) before tax
The cyclical nature of the industry means that losses from
continuing operations are expected during the first half of the
year because this is the slower season in the industry. Excluding
the Group share of losses of Driift in 2023 and the one-off
Services revenue in 2022, the Group's loss before tax in H1 2023
amounted to GBP0.70 million (2022: loss before tax GBP0.78 million)
which is an improvement of 10%. The segmental analysis is shown
below:
Six months Six months
ended June ended June
2023 2022
Continuing operations: GBP GBP
Artist representation (326,134) (228,303)
Services (112,668) (166,619)
Central costs (261,099) (383,698)
Loss before share in net loss
of Driift and one-off Services
net profit (699,901) (778,620)
Livestreamed events* (435,660) -
Services - One off ** - 825,205
Total loss from continuing
operations (1,135,561) 46,585
Discontinued operations
Livestreamed events*** - (225,570)
------------ ------------
Profit/(loss) before tax (1,135,561) (178,985)
============ ============
* Driift as an associate (32.5% of result)
** Profit before tax of GBP0.825 from the one-off
Services revenue in H1 2022.
*** Driift results are presented as a one line item
in June 2022 comparatives for comparability purposes
and in accordance with IFRS5.
Net cash /(debt) position
The Group's net cash after short-term debt as at 30 June 2023 is
GBP0.89 million (2022: net cash of GBP3.0 million). It is important
to highlight that in 2022, 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.
Financing costs of GBP35,000 (2022: GBP77,000) were comprised
mainly of interest expenses on loans.
At 30 June At 30 June
2023 2022*
GBP GBP
Cash and cash equivalents 5,917,167 8,398,106
Less funds held on behalf
of clients (4,694,870) (4,905,279)
------------- ------------
Own funds 1,222,297 3,492,827
Short-term:
Borrowings (209,188) (334,443)
Right of use lease liabilities (124,443) (142,041)
------------- ------------
Net cash after current debt 888,666 3,016,343
------------- ------------
Long -term:
Borrowings (1,097,664) (1,324,199)
Right of use liabilities (52,515) (176,957)
-------------
(1,150,179) (1,501,156)
------------- ------------
Net cash after long term
debt (261,513) 1,515,187
------------- ------------
* At 30 June 2022, net cash included the cash in
Driift group of GBP1.6 million. Driift was deconsolidated
effective 1 October 2022 as the Group's ownership
reduced from 52% to 32.5%.
Overall, the Group's net cash position after long-term debt is
net debt of GBP0.26 million (2022: net cash of GBP1.5 million but
this includes cash in Driift group of GBP1.6 million). It should be
noted that the long-term debt is owed to a related party and the
annual loan repayment is GBP 50,000 .
As disclosed in Note 8 of these interim accounts, on 19 July
2023, the Group raised GBP4.18 million in aggregate before expenses
and the Fundraise was deployed primarily to acquire a 60% holding
in Sandbag, a full-service merchandise company for an initial
consideration of GBP2.42 million. The revenue and profit before tax
for Sandbag group, as disclosed in the statutory accounts for the
year ended 31 March 2022, were GBP31.7 million and GBP1.21 million,
respectively.
The remaining balance of c.GBP1.4 million in net proceeds from
the Fundraise will provide capital for future potential accretive
opportunities identified across ATC's Live and Experience divisions
and provide additional liquidity to fund the Group's working
capital requirements.
Earnings (Loss) Per Share
Basic and diluted earnings per share from all activities was a
loss of 12.31 pence per share (2022: loss of 1.05 pence per
share).
Basic and diluted earnings per share from continuing activities
was a loss of 12.31 pence per share (2022: profit of 1.30 pence per
share).
2023 2022
GBP GBP
Loss attributable to owners of parent
company (1,090,875) (100,825)
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 (11.38) (1.05)
Basic and diluted earnings/(loss)
per share (Continuing activities) (11.38) 1.30
Basic and diluted earnings/(loss)
per share (Discontinued activities) - (2.35)
Going Concern
The accounts have been prepared on a going concern basis. The
Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable
future, based on projections for at least twelve months from the
date of approval of the interim accounts.
Rameses Villanueva
CFO
28 September 2023
Consolidated statement of comprehensive income
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
(Unaudited) (Unaudited) ( Audited
)
Notes GBP GBP GBP
Revenue 2 3,386,486 4,168,342 9,446,031
Cost of sales 2 (958,178) (1,491,095) (3,084,378)
-------------- ------------ -------------
Gross profit 2,428,308 2,677,247 6,361,653
Other operating income 3 97,729 81,074 192,937
Administrative expenses (3,209,014) (2,646,790) (5,962,123)
-------------- ------------ -------------
Operating profit/(loss) 2 (682,977) 111,531 592,467
Share of results of associates
and joint ventures 4 (423,486) 18,908 (165,729)
Finance income 5,752 234 3,000
Finance costs (34,850) (77,461) (127,924)
Profit/(loss) before taxation (1,135,561) 53,212 301,814
Income tax expense - (6,627) (77,931)
-------------- ------------ -------------
Profit/(loss) for the period
from continuing operations (1,135,561) 46,585 223,883
Discontinued operations 5 - (225,570) 2,220,177
-------------- ------------ -------------
Profit/(loss) for the period (1,135,561) (178,985) 2,444,060
Other comprehensive income:
Items that will not be reclassified
to profit and loss:
Revaluation gain/(loss) on
unlisted investments 18,241 53,638 (42,283)
Currency translation differences
and others 11,322 53,813 (13,001)
-------------- ------------ -------------
Total other comprehensive
income 29,563 107,451 (55,284)
============== ============ =============
Total comprehensive income
for the period (1,105,998) (71,534) 2,388,776
============== ============ =============
Profit/(loss) for the period
attributable to:
- Owners of the parent company (1,090,875) (100,825) 2,596,921
- Non-controlling interests (44,686) (78,160) (152,861)
-------------- ------------ -------------
(1,135,561) (178,985) 2,444,060
============== ============ =============
Total comprehensive income
for the period is attributable
to:
- Owners of the parent company (1,061,312) 6,626 2,541,637
- Non-controlling interests (44,686) (78,160) (152,861)
-------------- ------------ -------------
(1,105,998) (71,534) 2,388,776
============== ============ =============
Earnings/(loss) per share Total Total Total
Pence Pence Pence
Basic and diluted (pence) 6 (11.38) (1.87) 27.10
============== ============ =============
Consolidated statement of financial position
As at 30 As at 30 As at 31
June June December
( Unaudited (Unaudited) (Audited)
)
Notes 2023 2022 2022
GBP GBP GBP
Non-current assets
Goodwill 1,167,420 1,135,403 1,111,400
Property, plant and
equipment 252,051 367,268 303,504
Investments 2,244,441 187,336 2,670,497
------------ ------------ ------------
3,663,912 1,690,007 4,085,401
Current assets
Trade and other receivables 1,983,476 2,569,897 2,669,395
Cash and cash equivalents 7 5,917,167 8,398,106 3,917,270
------------ ------------ ------------
7,900,643 10,968,003 6,586,665
Total assets 11,564,555 12,658,010 10,672,066
============ ============ ============
EQUITY
Called up share capital 95,840 95,840 95,840
Share premium account 3,983,970 3,983,970 3,983,970
Merger reserve 2,883,611 2,883,611 2,883,611
Currency translation
reserve 12,773 44,063 1,451
Retained earnings (3,720,296) (4,933,832) (2,727,652)
------------ ------------ ------------
Equity attributable
to the shareholders
of the parent company 3,255,898 2,073,652 4,237,220
------------ ------------ ------------
Non-controlling interests (3,813) 117,667 17,190
------------ ------------ ------------
Total equity 3,252,085 2,191,319 4,254,410
------------ ------------
LIABILITIES
Non-current liabilities
Borrowings 1,097,664 1,324,199 1,214,057
Other creditors 56,460 59,058 59,438
Right of use lease
liabilities 52,515 176,957 104,444
------------ ------------ ------------
1,206,639 1,560,214 1,377,939
Current liabilities
Trade and other payables 6,772,200 8,429,994 4,686,735
Borrowings 209,188 334,443 209,188
Right of use lease
liabilities 124,443 142,040 143,794
------------ ------------ ------------
7,105,831 8,906,477 5,039,717
Total liabilities 8,312,470 10,466,691 6,417,656
------------ ------------ ------------
Total equity and
liabilities 11,564,555 12,658,010 10,672,066
============ ============ ============
Consolidated statement of changes in equity - June 2023
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
Balance at 1
January 2023 95,840 3,983,970 2,883,611 1,451 (2,727,652) 4,237,220 17,190 4,254,410
-------- ---------- ---------- ------------ ------------ ------------ ---------------- ------------
Loss for the
period - - - - (1,090,875) (1,090,875) (44,686) (1,135,561)
Other
comprehensive
income:
Revaluation gain
on unlisted
investments - - - - 18,241 18,241 - 18,241
Currency
translation
differences
on overseas
subsidiaries - - - 11,322 - 11,322 - 11,322
Total
comprehensive
income
for the year 11,322 (1,072,634) (1,061,312) (44,686) (1,105,998)
Retained earnings
movements
due to increased
investment
by NCI - - - - 79,990 79,990 - 79,990
Other movements in
non-controlling
interests - - - - - - 23,683 23,683
-------- ---------- ---------- ------------ ------------ ------------ ---------------- ------------
At 30 June 2023 95,840 3,983,970 2,883,611 12,773 (3,720,296) 3,255,898 (3,813) 3,252,085
======== ========== ========== ============ ============ ============ ================ ============
Consolidated statement of changes in equity - June 2022
Share Share Merger Currency Retained Total Non-controlling Total
capital premium reserve translation earnings interests
account reserve
Balance at 1
January 2022 95,840 3,983,970 2,883,611 (9,750) (4,898,864) 2,054,807 197,649 2,252,456
-------- ---------- ---------- ------------ ------------ ---------- ---------------- ----------
Loss for the
period - - - - (100,825) (100,825) (78,160) (178,985)
Other
comprehensive
income:
Currency
translation
differences
on overseas
subsidiaries
and
others - - - 53,813 53,638 107,451 107,451
-------- ---------- ---------- ------------ ------------ ---------- ---------------- ----------
Total
comprehensive
income
for the period 53,813 (47,187) 6,626 (79,160) (71,534)
Other movements 12,219 12,219 (1,822) 10,397
At 31 June 2022 95,840 3,983,970 2,883,611 44,063 (4,933,832) 2,073,652 117,667 2,191,319
======== ========== ========== ============ ============ ========== ================ ==========
Consolidated statement of changes in equity - 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
At 1 January
2022 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
Six months Six months Year
ended
ended ended 31 December
30 June 30 June
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Cash flows from operating activities
Loss for the period after tax (1,135,561) (178,985) (67,919)
Adjustments for:
Taxation charged - 6,626 77,931
Finance costs 34,850 77,592 128,055
Finance income (5,752) (234) (3,000)
Loss on disposal of property, plant
and equipment - - 6,927
Depreciation of property, plant and
equipment 65,725 65,247 133,378
Share of results of associates and
joint ventures 423,486 (18,908) 165,729
Movements in working capital:
Increase in trade and other receivables 693,449 45,988 (444,986)
Increase in trade and other payables 2,112,749 2,999,364 582,008
------------ ------------ ------------
Cash generated/(absorbed by) from
operations 2,188,946 2,996,690 578,123
Interest paid (34,850) (77,365) (128,055)
Tax paid - (57,471) -
------------ ------------ ------------
Net cash inflow/ (outflow) from
operating activities 2,154,096 2,861,854 450,068
------------ ------------ ------------
Investing activities
Purchase of property, plant and equipment (15,755) (32,083) (50,235)
Disposal of controlling interest
in Driift - cash disposed of - - (1,340,058)
Investment in unlisted shares - 97,806 -
Net amount (invested in)/withdrawn
from associates and joint ventures 11,724 - (158,825)
Interest received 5,752 7 3,000
------------ ------------ ------------
Net cash (absorbed by)/generated
from investing activities 1,721 65,730 (1,546,118)
------------ ------------ ------------
Financing activities
Proceeds from non-controlling interest - -
investment (ATC Experience) 100,000
Repayment of borrowings (116,392) (171,733) (377,809)
Payment of lease liabilities (71,281) (69,527) (140,287)
------------ ------------ ------------
Net cash (absorbed by)/ generated
from financing activities (87,673) (241,260) (518,096)
------------ ------------ ------------
Net increase/(decrease) in cash
and cash equivalents 2,068,144 2,686,324 (1,614,146)
Cash and cash equivalents at beginning
of period 3,917,270 5,532,272 5,532,272
Effect of foreign exchange rates (68,247) 179,510 (856)
------------ ------------ ------------
Cash and cash equivalents at end
of period 5,917,167 8,398,106 3,917,270
============ ============ ============
Notes to the Interim Financial Statements
1. Basis of preparation
The results for the six months ended 30 June 2023 and 30 June
2022 are unaudited. This interim report, which has neither been
audited nor reviewed by independent auditors, was approved by the
board of Directors on 27 September 2023.
The consolidated Group financial statements represent the
consolidated results of All Things Considered Group plc and its
subsidiaries. The consolidated interim financial information has
been prepared in accordance with International Financial Reporting
Standards, International Accounting Standards and Interpretations
(collectively IFRSs), as adopted by the United Kingdom.
The accounting policies applied by the Group are the same as
those applied by the Group in its financial statements for the year
ended 31 December 2022. The independent auditors' report was
unqualified, did not draw attention to any matters by way of
emphasis, and did not contain a statement under 498(2) or 498(3) of
the Companies Act 2006.
Continuing activities and 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 comparatives
adjusted accordingly. The share of Driift's results from 1 October
2022 are included in continuing activities. All activities for the
six months ended 30 June 2023 are continuing.
2. Segmental analysis - Unaudited six months ended 30 June 2023
Artist Services* Livestreamed Central Total before Eliminations Total
representation events costs eliminations
GBP GBP GBP GBP GBP GBP GBP
Revenue 2,722,400 664,086 - - 3,386,486 - 3,386,486
Cost of sales (895,214) (62,964) - - (958,178) - (958,178)
--------------- ---------- ------------- ---------- ------------- ------------- ------------
Gross profit 1,827,186 601,122 - - 2,428,308 - 2,428,308
Other operating income 277,267 - - 186,905 464,172 (366,443) 97,729
Administrative expenses (2,440,971) (686,482) - (448,004) (3,575,457) 366,443 (3,209,014)
------------- ------------
Operating loss (336,518) (85,360) - (261,099) (682,977) - (682,977)
Share of results of
associates
and joint ventures 39,482 (27,308) (435,660) - (423,486) - (423,486)
Finance income 5,752 - - - 5,752 - 5,752
Finance costs (34,850) - - - (34,850) - (34,850)
Loss before taxation (326,134) (112,668) (435,660) (261,099) (1,135,561) - (1,135,561)
Income tax expense - - - - - - -
--------------- ---------- ------------- ---------- ------------- ------------- ------------
Loss for the period (326,134) (112,668) (435,660) (261,099) (1,135,561) - (1,135,561)
Assets and
liabilities
Total assets 5,620,308 907,986 - 2,788,911 9,317,205 2,247,350 11,564,555
Total liabilities (7,858,224) (306,238) - (117,899) (8,282,360) (30,110) (8,312,470)
--------------- ---------- ------------- ---------- ------------- ------------- ------------
Net
assets/(liabilities) (2,237,916) 601,748 - 2,671,012 1,034,845 2,217,241 3,252,085
=============== ========== ============= ========== ============= ============= ============
2. Segmental analysis - Unaudited six months ended 30 June
2022
Artist Services* Livestreamed Central Total Eliminations Total
representation events costs before
eliminations
GBP GBP GBP GBP GBP GBP GBP
Revenue 1,956,928 2,211,414 - - 4,168,342 - 4,168,342
Cost of sales - (566,735) (924,360) - - (1,491,095) - (1,491,094)
--------------- ---------- ------------- ---------- ------------- ------------- -------------
Gross profit 1,390,193 1,287,054 - - 2,677,247 - 2,677,247
Other operating income 212,001 - - - 212,001 (130,927) 81,074
Administrative expenses (1,803,459) (628,404) - (345,854) (2,777,717) 130,927 (2,646,790)
------------- -------------
Operating (loss)/profit (201,265) 658,650 - (345,854) 111,531 - 111,531
Share of results of
associates
and joint ventures 18,908 - - - 18,908 - 18,908
Finance income 234 - - - 234 - 234
Finance costs (39,553) (64) - (37,844) (77,461) - (77,461)
(Loss)/profit before
taxation (221,676) 658,586 - (383,698) 53,212 - 53,213
Income tax expense (6,627) - (6,627) - (6,627)
--------------- ---------- ------------- ---------- ------------- ------------- -------------
(Loss)/profit for the
period before gain on
disposal of controlling
interest (228,303) 658,586 - (383,698) 46,585 - 46,586
Discontinued
operations:
Discontinued operations - - (225,570) (225,570) - (225,570)
--------------- ---------- ------------- ---------- ------------- ------------- -------------
(Loss)/profit for the
period (228,303) 658,586 (225,570) (383,698) (178,985) - (178,985)
=============== ========== ============= ========== ============= ============= =============
Assets and liabilities
Total assets 6,924,404 1,517,294 2,250,290 3,103,362 13,795,350 (1,137,340) 12,658,010
Total liabilities (8,545,249) (398,343) (1,362,631) (121,198) (10,427,421) (39,270) (10,466,691)
--------------- ---------- ------------- ---------- ------------- ------------- -------------
Net assets/(liabilities) (1,620,845) 1,118,950 887,659 2,982,164 3,367,929 (1,176,609) 2,191,319
=============== ========== ============= ========== ============= ============= =============
2. Segmental analysis - Audited 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 - 9,446,031 - 9,446,031
Cost of sales - (2,053,180) (1,031,198) - - (3,084,378) - (3,084,378) - (3,084,378)
--------------- ------------ ------------- ------------ ------------ ------------- ------------- ------------- ------------
Gross profit 4,518,248 1,843,405 - - 6,361,653 - 6,361,653 6,361,653
Other operating
income 178,215 14,722 - 366,741 559,678 - 559,678 (366,741) 192,937
Administrative
expenses (4,211,950) (1,354,434) - (762,481) (6,328,864) - (6,328,864) 366,741 (5,962,123)
------------- -------------
Operating profit/(loss) 484,513 503,694 - (395,740) 592,467 - 592,467 - 592,467
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) - (127,925) - (127,925)
Profit/(Loss)
before taxation 542,043 488,185 (290,994) (437,421) 301,813 - 301,813 - 301,813
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 - 223,882 - 223,882
Discontinued
operations:
Gain on disposal
of controlling
interest - - - - - 2,220,117 2,220,117 - 2,220,117
--------------- ------------ ------------- ------------ ------------ ------------- ------------- ------------- ------------
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. Other operating income
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Government grants received - 77,944 106,946
Sundry income 97,729 3,130 85,991
97,729 81,704 192,937
============ ============ =============
4. Share in results of associates and joint ventures
Six months Six months Year
ended ended ended 31
30 June 30 June December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Joint ventures:
ATC 4 LLP 35,346 4,791 100,113
ATC 7 LLP 2,173 5,169 6,688
ATC 9 LLP 1,963 8,948 33,907
Associates:
Driift Holdings Limited (435,660) - (290,994)
Company X LLC (27,308) - (15,443)
(423,486) 18,908 (165,729)
============ ============ ==========
5. Discontinued operations - Driift
Six months Six months Year
ended ended ended 31
30 June 30 June December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Loss for the period after tax - (225,570) (291,802)
Gain on disposal of controlling
interest - - 2,511,979
- (225,570) (2,220,177)
============ ============ ============
6. Earnings/(loss) per share
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Profit (loss) attributable to owners
of parent company (1,090,875) (100,825) 2,596,921
Basic and diluted number of shares
in issue 9,584,020 9,584,020 9,584,020
Earnings per share pence pence pence
Basic and diluted earnings/(loss)
per share (11.38) (1.05) 27.10
Basic and diluted earnings/(loss)
per share (Continuing activities) (11.38) 1.30 1.58
Basic and diluted earnings/(loss)
per share (Discontinued activities) - (2.35) 25.52
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. Cash and cash equivalents
As at 30 As at 30 As at 31
June 2023 June 2022 December
2022
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Own funds 1,222,297 3,492,827 1,744,397
Funds held on behalf of clients 4,694,870 4,905,279 2,172,873
----------- ----------- ---------
5,917,167 8,398,106 3,917,270
=========== =========== =========
8. Events after the reporting date
In July 2023, the Group raised GBP4.18 million in aggregate
before expenses by way of a conditional placing and a subscription
for 4,518,915 new ordinary shares in the Company at the price of
92.5 pence per share . Following admission of the new ordinary
shares to trading, the enlarged share capital of the Company
consisted of 14,102,935 ordinary shares, none of which are held in
treasury.
The net proceeds from the Fundraise were used primarily to
acquire a 60% holding in Sandbag, a full-service merchandise
company, for an initial consideration of GBP2.42 million on 19 July
2023. The Group is in the process of assessing the business
combination accounting requirements under IFRS3and full disclosures
will be made in the annual report for the year ending 31 December
2023. The revenue and profit before tax for Sandbag group, as
disclosed in the statutory accounts for the year ended 31 March
2022 were GBP31,705,490 and GBP1,207,474 respectively.
The net proceeds from the Fundraise will also provide capital
for future accretive opportunities identified across ATC's Live
Events and Experience divisions and provide balance sheet strength
and fund working capital requirements.
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END
NEXDDGDCXSDDGXR
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