Half-year Report

RNS Number : 0954V

Audioboom Group PLC

19 July 2018

 

This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014 ("MAR")

19 July 2018

Audioboom Group plc

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

Half Yearly Report

Audioboom (AIM: BOOM), the leading spoken word audio on-demand platform, announces its unaudited half yearly results for the six months ended 31 May 2018.

Financial Highlights

·     Revenue increased by 43% to £2.6 million (H1 2017: £1.8 million)

·     Adjusted EBITDA loss reduced to £2.2 million (H1 2017: £2.6 million)

·     Net cash as at 31 May 2018 of £0.3 million, prior to receipt of placing funds in June

o  Balance sheet at period end contains trade payables relating to podcast partners and transaction costs associated with the aborted acquisition of Triton Digital, which were fully paid as of 13 July 2018 from the proceeds of the June fundraising

·     Pre and post period end, received £5.6 million of funding via new equity and convertible loan notes (now converted).  A further £0.4 million expected to be received subject, inter alia, to VCT clearance being obtained from HMRC

Key Performance Indicators ("KPIs")

·     Further impressive growth demonstrated across all existing KPIs:

o  Total H1 2018 unique file requests of 372 million (H1 2017: 325 million)

o  Monthly unique users in May 2018 of 87 million, compared to 81 million for May 2017

o  Total H1 2018 available ad impressions of 1,241 million (H1 2017: 789 million)

o  Content partner channels increased to 14,566 (H1 2017: 11,843)

·     Additional metrics that provide useful indicators for future performance:

o  'Brand Advertiser' count has now grown to over 130, more than twice the number 12 months ago, with new tier one advertisers including Bose and TiVo

o  Total subscribers to the recently launched US$9.99 monthly subscription service now at 1,577, an increase of 43% vs the end of Q1 2018

o  US revenue per 1,000 listens (eCPM) now stands at US$19.02, an increase of 33% from Q2 2018 over Q1 2018  

Operational Highlights

·     Audioboom Original Network (AON) traction and growth continues, generating higher margins than third party podcasts. In H1 2018, Audioboom generated £0.1 million from AON content, representing 5.6% of total revenue

·     Signed a multi-year contract for Casefile, a popular true crime podcast  

·     Completed Spotify API integration

·     Sales agreement with Starburns Audio, a new podcasting network created by Starburns Industries

·     International sales partnership agreements signed in Australia (Placard Media) and Canada (The Podcast Exchange)

·     Signed a programmatic advertising agreement with DAX (UK, US, France and Germany)

·     Production, ad sales and distribution deal agreed with cable and satellite television company, A+E Networks

Post-period Highlights

·     Fully funded through to expected cash break even following the receipt of £5.6 million from the issue of convertible loan notes and new equity between April and June 2018 for working capital and revenue growth

·     Ongoing cost control continues through H2 2018 as the Company recognises the reduction and repurposing of headcount costs and the savings made from renegotiated hosting, band width and ad serving costs

·     The first two episodes of recently launched 'Beyond the Grid', a co-production with Formula 1, sponsored by Bose, has received very encouraging early listening figures and industry recognition

·     Re-signed commercial partnerships with 'No Such Thing As A Fish' and 'The Totally Football Show', two of the UK's biggest podcasts by listens

·     Net cash, as at 30 June 2018, of £2.6 million having settled creditors and costs of aborted Triton Digital acquisition - a further £0.4 million pending from June placing, subject to HMRC approval of VCT investment eligibility

Rob Proctor, CEO of Audioboom, commented: "These results have been achieved despite the considerable distraction of the aborted Triton deal. It bodes well for the rest of 2018 and beyond that we are now solely focused on turning Audioboom into the pre-eminent podcasting platform.

Audioboom generated a 43% increase in revenue over the same period last year and expects substantial further increases in H2 due to the rapid growth in Audioboom Original Network podcasts, major new podcast signings and subscription fees. The underlying EBITDA loss also decreased over the period.   As we progress through the second half of the year, we are confident that the combination of increased revenues and our continued focus on tight cost control will further benefit the Group.

The Board believes the recent £5.6 million of funding received through convertible loan notes and a placing and subscription will be sufficient to see the Company through to positive cash generation.

Visibility for advertising campaigns for Q3 and Q4 is strong and the Board believes revenue for the full year will be in line with current market expectations, underpinned by a brand count that is more than twice what it was this time last year and with greatly increased available ad inventory."

Enquiries

Audioboom Group plc
Rob Proctor, Chief Executive Officer	Tel: [phone]
Allenby Capital Limited (Nominated adviser and Joint Broker)	Tel: [phone]
David Hart /Alex Brearley/Asha Chotai
Novum Securities (Joint Broker)	Tel: [phone]
Colin Rowbury/Jon Belliss
Walbrook PR Limited (PR & IR Advisers)	Tel: [phone]
Paul Cornelius / Sam Allen	or [e-mail]

About Audioboom

Audioboom is a global podcasting platform that consolidates the business of on-demand audio, making content accessible, wide-reaching and profitable for podcasters, advertisers and brands. Audioboom operates internationally, with operations across North America, Europe, Asia and Australia, and addresses the issue of disparate podcast services by putting all of the pieces of the puzzle together under one umbrella, creating a user-friendly, economical experience.

Audioboom hosts over 14,000 content channels, with key content partners including A+E Networks (US), Associated Press (US), The BBC (UK), "Casefile True Crime" (AUS), Edith Bowman (UK), "Felon True Crime Podcast" (AUS), "F1: Beyond The Grid" (UK), "Moneycontrol Podcast" (India), "News Roast" (UK), "No Such Thing As A Fish" (UK), "Pound for Pound with Jake Wood and Spencer Oliver" (UK), "Red FM" (India), Starburns Audio (US), "The Totally Football Show" (UK), "The True Geordie Podcast" (UK) and "Undisclosed" (US).

Original content produced by Audioboom includes "The 45th" (US), "Covert" (US), "Dead Man Talking" (UK/US), "I Almost Knew That" (India), "The Psychology Behind with Dr Linda Papadopoulos" (UK), "Ctrl Alt Win Podcast" (India), "Deliberations" (US), "It's Happening with Snooki & Joey" (US), "Mafia" (US), "Mission To Zyxx" (US), "Night Call" (US) and "The Russell Brand Podcast" (UK).

The platform receives over 60 million listens per month and allows partners to share their content via Apple Podcasts, BookMyShow, Deezer, Google Play, iHeartRadio, Saavn, Spotify, Stitcher, Facebook and Twitter as well as their own websites and mobile apps.

Chief Executive's Report

The Board and management are now fully focused on growing the standalone Audioboom business, which already has a firm foundation of growing advertising revenue and subscriptions.

Operational Review

Internet Advertising Bureau (IAB) - Audio Advisory Group

In December last year, Audioboom became the first podcast network to receive accredited membership to the IAB UK, a UK trade association for digital advertising, representing the UK's leading brands, media owners and agencies. Audioboom joined IAB USA in May 2017.

As a result, Audioboom gained access to and the ability to consult with IAB UK's steering and advisory groups that create industry best practices, educational guides and research.

The Company has been in discussions with partners within the IAB Member Directory, which include: Spotify; Deezer; Soundcloud; Bauer Media Group, a European-based media company; DAX, the digital audio exchange; and RadioWorks, the independent radio advertising specialist.

Key Performance Indicators

I am delighted to report that all our key performance indicators have increased significantly compared to the same period last year:

KPI	1H18	1H17	% +/-
Total unique file requests (cumulative for period)	372 million	325 million	+14.5
Monthly unique users (final month of period)	87 million	81 million	+7.4
Available ad impressions (cumulative for period)	1,241 million	789 million	+57
Content partner channels	14,566	11,843	+23
Brand advertiser count	130+	55	+136
Total subscribers	1,577	-	N/A

Audioboom Original Network ("AON")

Audioboom launched the Audioboom Originals Network in 2017 to create its own content. The Board believes that the ability to showcase AON podcasts in conjunction with some of the biggest podcasts in the world may help drive audience adoption of Audioboom's original content network.

AON comprises hit shows like "Mission To Zyxx" and "Deliberations", with a slate of new shows due to launch in 2018. The Board believes that the AON shows will generate higher returns for the Company through stronger margins and own content.

AON shows continue to grow with listens up 33% to 2.13 million from May 2018 to June 2018. These offer Audioboom a higher margin and represent a key area of focus for the Company.

New and Extended Commercial Agreements

No Such Thing As A Fish and The Totally Football Show

The Company was delighted to have extended its commercial partnerships with these two podcast partners during the period. As two of the UK's biggest podcasts by listens, the extended relationship should help further drive unique users and advertising impressions as the Company builds on the strong momentum achieved to date.

Casefile

In January 2018, Audioboom announced that it had signed a multi-year contract to host Casefile, a true crime podcast which was originally launched in January 2016, on its digital platform. Casefile's 2017 mini-series on Yorkshire Ripper Peter Sutcliffe received 5.8 million downloads. Its most popular single episode from January 2017 was on tourist Peter Falconio, who disappeared, presumed murdered, in the Australian outback. That episode has had more than 4.2 million downloads. This podcast has featured among the top 50 shows on the Apple Podcast chart, rising as high as fourth in July 2016.

The Board is hopeful that the contract will generate potentially material incremental hosting, distribution and advertising revenues from Casefile podcasts in the Company's current and future financial years.

Proposed Triton Digital deal

In February 2018, the Company announced its intention to acquire the entire issued share capital of Triton Digital Canada Inc ("Triton"), the parent company of Triton Digital, Inc., for a cash consideration of US$185 million (approximately £134 million). Triton is a leading technology provider to the online audio industry, headquartered in the USA.

In May 2018, Audioboom announced that the Company's proposed acquisition would not be proceeding as the Company was unable, despite significant investor interest, to raise the necessary funds required to complete the transaction.

Audioboom incurred circa £1.2 million of deal costs in relation to this aborted transaction.

Spotify - integration of API

In June 2018, Audioboom announced a review of the first year of its strategic partnership with Spotify Technology SA ('Spotify'; NYSE: SPOT).

Audioboom's listens and live read ad inventory via the Spotify streaming service increased over the twelve-month period to 31 May 2018 by approximately 10%, following the successful implementation of a distribution partnership with Spotify. This increase can be attributed to just 1% of Audioboom's content being available on the Spotify platform. The next stage of the Company's partnership with Spotify, which is progressing well, will have the potential to make all Audioboom content available through an automated API. As a result, Spotify is now established as the Company's second biggest distribution platform after Apple Podcasts, with Audioboom's on-demand podcasts, such as "Mafia" and "Drink Champs", now featured on the Spotify platform across multiple content categories.

Importantly, the ability to deliver embedded Audioboom host read advertising inside the Spotify platform should result in increased revenue for Audioboom and its podcast partners as more listeners are on-boarded. Increased listens and advertising revenues as a result of partnerships are a key part of the Company's future growth strategy, which involves utilising third-party relationships and technology platforms to widen reach and the ability to grow additional revenue streams.

Audioboom's podcast partners will also benefit from more comprehensive analytics for podcasts hosted on Audioboom, with Spotify's consumption data now integrated into Audioboom's comprehensive analytics dashboard.

Formula 1® Podcast

In June 2018, the Company announced that it had signed an agreement with Formula One Digital Media Limited for an official weekly podcast. The podcast, titled "Beyond the Grid", is co-produced and hosted by Audioboom. The agreement has a fixed term until 31 December 2019, subject to performance hurdles in the first six months of the contract.

The inaugural series of the podcast will run for an initial 52-week period and follow a topical audio magazine style format comprising comment and exclusive and insightful interviews from various global locations from the F1 Worldwide Grand Prix season.

The first episode of "Beyond the Grid" featured Formula 1® racing driver Lewis Hamilton MBE who races for Mercedes AMG Petronas, and generated a significant number of listens causing it to go in at number two in the Apple Podcast chart.

The show is scheduled for every Wednesday and will include drivers and F1 leaders such as Robert Kubica, Mark Webber, Christian Horner and Gerhard Berger. 

The sponsorship opportunity for this podcast means that Bose benefits from title sponsorship while other advertisers such as The Economist can pay for episodic live reads throughout the podcast series.  

International Advertising Sales Partnerships

A&E Networks

Audioboom announced in June 2018 that it had finalised a production, ad sales and distribution agreement with cable and satellite television company, A+E Networks. Audioboom, which opened production studios in New York City and Los Angeles to coincide with the launch of AON in 2017, now produces podcasts based on existing A+E Networks programs as well as new shows unique to on-demand audio.

The A+E Network group, which has more than 500 million global digital users, includes A&E, HISTORY and Lifetime. Audioboom will work closely with this television company to develop a pipeline of audio content which will be available from AON.

Starburns Audio ("SBA")

In June 2018, Audioboom also announced that Starburns Audio, a new podcasting network created by Starburns Industries, the production studio behind Rick and Morty, HBO's Animals, and the Academy Award-nominated Anomalisa, had entered into an advertising sales agreement with the Group.

SBA makes creator-driven comedy podcasts by providing a platform to unique, exciting talent and amplifying their voices to create high-quality comedic content. The launch line-up is a mix of Apple Podcasts' comedy top 50 mainstays and exciting new shows, including: "Harmontown", "Small Doses" with Amanda Seales, "Dumb People Town", "Glowing Up", "The Duncan Trussell Family Hour" and "Natch Beaut".

Placard Media, The Podcast Exchange "TPX" and DAX

Placard is a dedicated agency that connects advertisers from Australia and New Zealand with engaged podcast listeners. Audioboom has entered an agreement that gives Placard the exclusive right to sell "Host Endorsements" and "Live Reads" on Audioboom's podcast inventory to advertising agencies within these regions.

Placard Media uses its extensive sales expertise, show metrics and geo-targeting to providing advertisers with a more targeted approach to monetisation opportunities within Australia and New Zealand.

An agreement with The Podcast Exchange ("TPX"), focuses on the Canadian region and makes Audioboom the first podcast platform to partner with this network. Launched in February 2018, TPX, which does not make or sell its own content, combines research-driven strategy, advanced metrics, sales expertise and geo-targeting, providing advertisers with better monetisation opportunities within the Canadian podcast audience.

DAX gives advertisers access to an audience of 160 million people across premium audio publishers including Capital, Heart and Radio X radio stations, as well as platforms like SoundCloud, TuneIn and Audioboom.

Audioboom's agreement with DAX enhances cost per thousand (eCPMs) and sell through rates compared to our previous agreement.

Financial Review

Revenue increased by 43% to £2.6 million (H1 2017: £1.8 million) for the period with the adjusted EBITDA loss (adjusted for interest, tax, depreciation, amortisation, share based payments and one-off transactional and legal costs) reduced to £2.2 million from £2.6 million for the corresponding period last year. The Company's financial performance during the period was underpinned by enhanced revenue generation and the continued broadening of our audience, while making original audio content and selling advertising.

Cost control has remained tight which has resulted in a reduction of overheads by £0.4 million in H1 2018 versus H1 2017. We continue to align our cost base to operational demands and in H2 2018 and H1 2019 we will recognise the reduction and repurposing of headcount costs and recognise savings negotiated on our annual hosting band width and ad serving costs.

For H1 2018, 85% of Group revenue was generated out of the United States, which is the largest and most developed market for podcasting. Between Q1 and Q2 2018, US revenue per 1,000 downloads (eCPM) increased by 33% to US$19.03. This reflects an improvement in prices and fill rates and the introduction of our podcaster subscription model for less commercial podcasts. The increase in eCPM illustrates the fact that more advertisers are being drawn to the podcasting medium. The podcasting market continues to enjoy rapid growth and I welcome the arrival of Google's new podcast app for Android devices to rival that of Apple Podcasts on iOS.

Outlook

These results have been achieved despite the considerable distraction of the aborted Triton deal. It bodes well for the rest of 2018 and beyond that we are now solely focused on turning Audioboom into the pre-eminent podcasting platform.

Audioboom generated a 43% increase in revenue over the same period last year and expects substantial further increases in H2 due to the rapid growth in Audioboom Original Network podcasts, major new podcast signings and subscription fees. The underlying EBITDA loss also decreased over the period.  As we progress through the second half of the year, we are confident that the combination of increased revenues and our continued focus on tight cost control will further benefit the Group.

The Board believes the recent funding of £5.6 million that has been received through the issue of convertible loan notes and the placing and subscription will be sufficient to see the Company through to positive cash generation.

Visibility for advertising campaigns for Q3 and Q4 is strong and the Board believes that revenue for the full year will be in line with current market expectations, underpinned by a brand count that is more than twice what it was this time last year and with greatly increased available ad inventory.

I would like to take this opportunity to thank the management team and staff for their continued hard work and commitment during the first half and look forward to the second half with optimism. The Company is in the strongest operational and financial position in its history. 

Rob Proctor

Chief Executive Officer

Audioboom Group plc

Consolidated statement of comprehensive income

		Unaudited 6 months to 31 May 2018		Unaudited 6 months to 31 May 2017		Audited 12 months to 30 Nov 2017
	Notes	£'000		£'000		£'000
Continuing operations
Revenue		2,641		1,843		4,728
Cost of sales		(2,002)		(1,346)		(3,278)
Gross profit		639		497		1,450
Administrative expenses		(4,430)		(3,431)		(6,453)
Adjusted operating loss		(2,206)		(2,634)		(4,437)
- Costs of acquisition		-		(118)		(118)
- Amortisation of intangible assets		(196)		(134)		(327)
- Depreciation		(32)		-		-
- Restructuring costs		(82)		-		-
- Transaction costs		(1,195)		-		-
- Share based payments		(80)		(48)		(121)
Operating loss		(3,791)		(2,934)		(5,003)
Interest		(43)		1		1
Loss before tax		(3,834)		(2,933)		(5,002)
Taxation on continuing operations		93		22		208
Loss for the financial period		(3,741)		(2,911)		(4,794)
Other comprehensive income
Foreign currency translation difference		(98)		(165)		(69)
Total comprehensive loss for the period		(3,839)		(3,076)		(4,863)
Loss per share (pence)
From continuing operations
Basic and diluted	3	(0.40)		(0.39)		(0.57)

Audioboom Group plc

Consolidated statement of financial position

		Unaudited as at 31 May 2018		Unaudited as at 31 May 2017		Audited as at  30 Nov 2017
	Notes	£'000		£'000		£'000
Assets
Non-current assets
Intangible assets	5	2,160		2,123		2,356
Property, plant and equipment		112		126		91
		2,272		2,249		2,447
Current assets
Trade and other receivables	6	2,720		1,682		2,453
Cash and cash equivalents		331		3,245		717
		3,051		4,927		3,170
Total assets		5,323		7,176		5,617
Current liabilities
Trade and other payables	7	(4,030)		(1,866)		(1,981)
Borrowings and other financial liabilities	8	(1,510)		-		-
Deferred taxation		(190)		(317)		(284)
		(5,730)		(2,183)		(2,265)
Net current (liabilities) / assets		(2,679)		2,744		905
Net (liabilities) / assets		(407)		4,993		3,352
Equity
Share capital		-		-		-
Share premium	4	29,359		29,278		29,359
Issue cost reserve		(1,309)		(1,309)		(1,309)
Foreign exchange translation reserve		(171)		(170)		(73)
Reverse acquisition reserve		(2,159)		(2,159)		(2,159)
Retained earnings		(26,127)		(20,647)		(22,466)
Total equity		(407)		4,993		3,352

Audioboom Group plc

Consolidated cash flow statement

		Unaudited six months to 31 May 2018		Unaudited six months to 31 May 2017		Audited 12 months to 30 Nov 2017
		£'000		£'000		£'000
Loss from continuing operations		(3,741)		(2,911)		(4,794)
Loss for the period		(3,741)		(2,911)		(4,794)
Adjustments for:
Taxation		(94)		(22)		(208)
Interest		43		(1)		(1)
(Gain)/Loss on sale of fixed assets		-		(1)		-
Depreciation of fixed assets		32		9		42
Amortisation of intangible assets		196		134		327
Share based payments		80		48		121
Increase in trade and other receivables		(266)		(191)		(921)
Increase in trade and other payables		2,061		309		543
Foreign exchange (gain) / loss		(100)		(1)		72
Cash flows from operating activities		(1,789)		(2,627)		(4,819)
Taxation received		-		-		-
Net cash used in operating activities		(1,789)		(2,627)		(4,819)
Investing activities
Purchase of intangible assets		-		-		(426)
Purchase of property, plant and equipment		(54)		(71)		(96)
Cash on acquisition of subsidiary		-		-		13
Interest receivable		-		-		1
Net cash used in investing activities		(54)		(71)		(508)
Financing activities
Proceeds from issue of convertible loan instrument		1,500		800		-
Convertible loan interest and fee		(43)		-		-
Proceeds from issue of ordinary share capital		-		4,458		5,341
Net cash generated from financing activities		1,457		5,258		5,341
Net (decrease)/increase in cash and cash equivalents		(386)		2,560		14
Cash and cash equivalents at beginning of period		717		687		687
Effect of foreign exchange rate changes		-		(2)		16
Cash and cash equivalents at end of period		331		3,245		717

Audioboom Group plc

Consolidated statement of changes in equity

	Share premium	Other reserves	Retained earnings	Total equity
	£'000	£'000	£'000	£'000
At 30 November 2016	22,595	(3,472)	(17,793)	1,330
Loss for the period	-	-	(2,911)	(2,911)
Issue of shares	6,683	-	-	6,683
Equity-settled share-based payments	-	-	48	48
Other comprehensive income	-	(166)	-	(166)
Other movements	-	-	9	9
At 31 May 2017	29,278	(3,638)	(20,647)	4,993
Loss for the period	-	-	(1,892)	(1,892)
Issue of shares	81	-	-	81
Equity-settled share-based payments	-	-	73	73
Other comprehensive income	-	97	-	97
At 30 November 2017	29,359	(3,541)	(22,466)	3,352
Loss for the period	-	-	(3,741)	(3,741)
Equity-settled share-based payments	-	-	80	80
Other comprehensive income	-	(98)	-	(98)
At 31 May 2018	29,359	(3,639)	(26,127)	(407)

Other reserves relate to the following reserves: Issue Cost Reserve, Foreign Exchange Translation Reserve and the Reverse Acquisition Reserve. Full details are disclosed in the 2017 Annual Report.

Audioboom Group plc

Notes to the financial statements

1.            General information and basis of preparation

Audioboom Group plc is incorporated in Jersey under the Companies (Jersey) Law 1991. The Company's shares are traded on the AIM market operated by the London Stock Exchange ("AIM").

These consolidated interim financial statements, which are unaudited, have been approved by the Board of Directors on 18 July 2018.  They have been drawn up using accounting policies and presentation expected to be adopted in the Group's full financial statements for the year ending 30 November 2018, which are not expected to be significantly different to those set out in note 1 to the Company's audited financial statements for the period ended 30 November 2017.

The consolidated interim financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards ("IFRS") and with IAS 34 "Interim financial reporting", as adopted by the EU. 

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

Going concern

These interim financial statements have been prepared on the going concern basis, which assumes that the Company will have sufficient funds to continue in operational existence for the foreseeable future.  The Company's forecasts for the combined Group, including due consideration of the continued operating losses of the Group, and projections, taking account of reasonably possible changes in trading performance and available sources of funding, indicate that the Group has sufficient cash available to continue in operational existence for at least the next 12 months. The going concern at 31 May 2018 was assessed with a view to the up to £4.5 million fundraise which was announced on 8 June 2018, further details of which are disclosed in note 9. The Board has considered various alternative operating strategies should these be necessary and are satisfied that revised operating strategies could be adopted if and when necessary. As a consequence, the Board believes that the Group is well placed to manage its business risks, and longer term strategic objectives, successfully. Therefore, the Directors consider the going concern basis appropriate.

2.            Revenue

The Group's operations are principally located in the UK and the USA. The main assets of the Group, cash and cash equivalents, are held in Jersey. The Group's revenue from external customers by geographical location is detailed below:

		Unaudited six months to 31 May 2018		Unaudited six months to 31 May 2017		Audited 12 months to 30 Nov 2017
		£'000		£'000		£'000
United Kingdom		368		139		297
Rest of World		22		2		156
USA		2,251		1,702		4,275
Total		2,641		1,843		4,728

3.            Loss per share

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

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

Reconciliation of the loss and weighted average number of shares used in the calculation are set out below:

	31-May-18
	Loss		Weighted average number of shares		Per share amount
Basic and Diluted EPS	£'000		Thousand		Pence
Loss attributable to shareholders:
- Continuing and discontinued operations	(3,741)		930,650		(0.40)
	31-May-17
	Loss		Weighted average number of shares		Per share amount
Basic and Diluted EPS	£'000		Thousand		Pence
Loss attributable to shareholders:
- Continuing and discontinued operations	(2,911)		744,445		(0.39)
	30-Nov-17
	Loss		Weighted average number of shares		Per share amount
Basic and Diluted EPS	£'000		Thousand		Pence
Loss attributable to shareholders:
- Continuing and discontinued operations	(4,794)		837,547		(0.57)

4.            Share Capital

Issued and fully paid - ordinary shares of no par value

At 30 November 2017	930,649,854
At 31 May 2018	930,649,854

The total number of instruments over equity (including both share options and warrants) outstanding at the period end was 108,362,678.

5.            Intangible assets

Cost		Software development (£'000s)	Intellectual property (£'000s)		Goodwill (£'000s)		Total (£'000s)
At 30 November 2017 and 31 May 2018		426	1,603		654		2,683
Amortisation charged in the period		(42)	(154)		-		(196)
Carried forward at 31 May 2018		(42)	(481)		-		(523)
Net book value 31 May 2018		384	1,122		654		2,160
Net book value 30 November 2017		426	1,276		654		2,356

Software development and intellectual property are being amortised over a period of five years and have economic useful lives of between four and five years remaining.

6.            Trade and other receivables

The trade and other receivables at the end of the period comprised £1.9 million relating to trade debtors and accrued sales income, £0.2 million relating to deposits and £0.6 million relating to prepaid expenses.

7.            Trade and other payables

The trade and other payables at the end of the period comprised £2.2 million relating to trade payables and accrued content partner costs.  The Company currently accrues all costs based on contract terms.  Due to a minimum payable value, some partners have not attained the threshold level to receive a payment.  Other payables total £1.8 million, including £0.8 million relating to Triton Digital Canada Inc ("Triton") transaction costs. On 13 February 2018, Audioboom announced the intention to acquire the entire share capital of Triton for a cash consideration of US$185 million. On 15 May 2018, Audioboom announced that the transaction would not proceed due to it not being possible to complete the associated placing to raise the necessary funds. A total of £1.2 million of transaction and adviser fees were incurred in relation to the proposed transaction and, subsequent to 31 May 2018, all Triton transaction costs have been settled.

8.            Borrowings and other financial liabilities

On 27 April 2018 and 25 May 2018, Candy Ventures SARL agreed to subscribe for a total of up to £1.5 million of convertible loan notes to assist with short term working capital purposes. The convertible loan notes attracted an interest rate of 10 per cent. per annum which was payable on the redemption, repayment or conversion of the convertible loan notes. The principal amount of the loan notes (and accrued interest) was converted into ordinary shares at 2p per share in accordance with the terms of the loan notes on completion of the fundraise, see note 9 for further details. Candy Ventures SARL is an investment vehicle owned 90 per cent. by Nick Candy, the Group's largest shareholder, and a former non-executive Director. Steven Smith, a Director of the Company, is a 10 per cent. shareholder of Candy Ventures SARL.

9.            Post balance sheet events

On 8 June 2018, Audioboom Group plc announced that it had conditionally raised a total of £4.5 million (excluding expenses) via a proposed placing and subscription of a total of 150,000,000 new ordinary shares of no par value. The placing was to be implemented in three tranches. Approximately £2.1m (before expenses) was raised pursuant to the Company's existing share authorities and a further £2.0m was raised subject to the approval of shareholders at an extraordinary general meeting (EGM) of the Company - such approval being provided at the EGM held on 25 June 2018. A third deferred placing tranche of approximately £0.4 million remains outstanding as at the date of this announcement, having been raised subject to the Company having received by 9 September 2018 confirmation from HMRC that the Company is a qualifying company for VCT purposes. All placing and subscription shares have been or will be issued at a price of 3 pence per new ordinary share.

On 14 June 2018, the Company's ordinary shares were restored to trading on AIM. On 26 June 2018, the Company also converted in full all amounts (including interest) that were drawn down by the Company pursuant to the £1.5 million principal value of convertible loan notes issued by the Company to Candy Ventures SARL.

In June 2018, the Group terminated an invoice factoring agreement with Fastpay Roundabout Limited. The agreement had provided for a maximum credit line amount of £1.1 million and an advance rate of 80 per cent. of the gross value of invoices and was secured by a first ranking fixed and floating charge over the Group's assets.

10.          Related party transactions

Following the departure of the Company's former Chief Financial Officer on 27 July 2017, various financial and accounting services were provided under contract by an individual provided by Candy Capital Limited ("Candy Capital"). Candy Capital is 100 per cent. owned by Nick Candy, who is also a 90 per cent. shareholder of Candy Ventures SARL, which is a substantial shareholder in the Company. Steven Smith, a director of the Company, is also a director and 10 per cent. shareholder of Candy Ventures SARL. The aggregate fees invoiced to the Company by Candy Capital in respect of the above for the six month period ended 31 May 2018 were £55,800, excluding value added tax. This arrangement terminated on 30 April 2018. 

See also note 8 in respect of Candy Ventures SARL's interest in the convertible loan notes.

ENDS

 

END

 

 

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