Interim Results

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 £3.39m (H1 2022: £2.42m)*

·      The Group's Artist Representation segment (comprising ATC Management,ATC Live and other representation activities) saw revenue increase 39% to £2.72m (H1 2022: £1.96m)

○      84% revenue growth in ATC Management to £1.78m, demonstrating early returns of investment made in prior financial year

○      14% revenue growth for ATC Live to £0.74m in traditionally quieter H1 period for live music activities

·      42% increase in underlying Services divisional revenue* to £0.66m (H1 2022: £0.47m)

·      10% improvement in underlying loss before tax** to £0.70m (H1 2022: Loss before tax of £0.78m), in line with seasonal variation in industry

·      Net cash after short term debt £0.89m at 30 June 2023 (30 June 2022: net cash of £3.0m including £1.6m 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 £4.18m 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 £2.4m initial consideration paid for Sandbag was £2.6m, 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 £1.74m

**Excluding the one-off profit of £0.825m on Services revenue in H1 2022 of £1.74m 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.

-ENDS-

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	[phone]
AQSE Corporate Adviser and Broker
James Sinclair-Ford / Mark Rogers / Freddie Wooding Hugh Rich / Rauf Munir
Alma PR	[phone]
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 £4.18 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 £1.4 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, we 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 £1.96 million in 2022 to £2.72 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 £1.78 million in 2023 (2022: £0.97 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 £0.65 million in 2022 to £0.74 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 £0.66m 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 £1.74m 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 £30m and a pre-tax profit of over £1m. 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 £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 £1.74 million) saw a 40% improvement to £3.39 million (2022: £2.42 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 £0.70 million (2022: loss before tax £ 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 £0.89 million. Long-term debt of £1.1 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 £1.74 million, the Group's consolidated revenue was up 40% to £3.39 million (2022:  £2.42 million).     

The segmental analysis is shown below:

		Six months ended June 2023		Six months ended June 2022
Continuing operations:		£		£
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 (£1.74million) 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 (£0.825m) from this transaction. **  Revenue of Drift group for the six-months ending 30 June 2022 amounted to £ 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 £1.96 million in 2022 to  £2.72 million in 2023 attributed mainly to the following:

·      ATC Management achieved double digit revenue growth of 84% to £1.78 million in 2023 (2022: £0.97 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 £0.65 million in 2022 to £0.74 million in 2023. 

·      Other activities £0.20m (2022: £0.34m)

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 £1.74 million, the Group has seen an increase in Services revenue of 42% to £0.66 million (2022: £0.47 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 £435,660 (H1 2022 loss £290,994) 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 £0.70 million (2022: loss before tax £0.78 million) which is an improvement of 10%. The segmental analysis is shown below:

		Six months ended June 2023		Six months ended June 2022
Continuing operations:		£		£
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 £0.825 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 £0.89 million (2022: net cash of £3.0 million). It is important to highlight that in 2022, the net cash included cash of the Driift group of £1.6 million. The cash balances of the Driift group were deconsolidated with effect from 1 October 2022.

Financing costs of £35,000 (2022: £77,000) were comprised mainly of interest expenses on loans.

		At 30 June 2023		At 30 June 2022*
		£		£
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 £1.6 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 £0.26 million (2022: net cash of £1.5 million but this includes cash in Driift group of £1.6 million). It should be noted that the long-term debt is owed to a related party and the annual loan repayment is £50,000.

As disclosed in Note 8 of these interim accounts, on 19 July 2023, the Group raised £4.18 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 £2.42 million. The revenue and profit before tax for Sandbag group, as disclosed in the statutory accounts for the year ended 31 March 2022, were £31.7 million and £1.21 million, respectively. 

The remaining balance of c.£1.4 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
		£		£
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 ended 30 June		Six months ended  30 June		Year ended 31 December
			2023		2022		2022
			(Unaudited)		(Unaudited)		(Audited)
	Notes		£		£		£
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 June		As at 30 June		As at 31 December
			(Unaudited)		(Unaudited)		(Audited)
	Notes		2023		2022		2022
			£		£		£
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 capital		Share premium account		Merger reserve		Currency translation reserve		Retained earnings		Total		Non-controlling interests		Total
			£		£		£		£		£		£		£		£
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 capital		Share premium account		Merger reserve		Currency translation reserve		Retained earnings		Total		Non-controlling interests		Total
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 capital		Share premium account		Merger reserve		Currency translation reserve		Retained earnings		Total		Non-controlling interests		Total
			£		£		£		£		£		£		£		£
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 30 June		ended 30 June		31 December
		2023		2022		2022
		(Unaudited)		(Unaudited)		(Audited)
		£		£		£
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 £4m 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 representation		Services*		Livestreamed events		Central costs		Total before eliminations		Eliminations		Total
			£		£		£		£		£		£		£
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 representation		Services*		Livestreamed events		Central costs		Total before eliminations		Eliminations		Total
			£		£		£		£		£		£		£
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 representation		Services*		Livestreamed events		Central costs		Total		Livestreamed events		Total before eliminations		Eliminations		Total
			£		£		£		£		£		£		£		£		£
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 30 June		ended 30 June		ended 31 December
		2023		2022		2022
		(Unaudited)		(Unaudited)		(Audited)
		£		£		£
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 30 June		ended 30 June		ended 31 December
		2023		2022		2022
		(Unaudited)		(Unaudited)		(Audited)
		£		£		£
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 30 June		ended 30 June		ended 31 December
		2023		2022		2022
		(Unaudited)		(Unaudited)		(Audited)
		£		£		£
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 30 June		ended 30 June		ended 31 December
		2023		2022		2022
		(Unaudited)		(Unaudited)		(Audited)
		£		£		£
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 June 2023		As at 30 June 2022		As at 31 December 2022
	(Unaudited)		(Unaudited)		(Audited)
	£		£		£
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 £4.18 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 £2.42 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 £31,705,490 and £1,207,474 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.

 

END