All Things Considered Group Plc — Audit Report / Information 2021

Jun 27, 2022

National Storage Mechanism | Additional information

RNS Number : 2089Q

All Things Considered Group PLC

27 June 2022

27 June 2022

All Things Considered Group Plc

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

Final Results

Solid growth demonstrating strength of integrated business model

All Things Considered Group Plc (AQSE: ATC), the independent music company housing talent management, live booking, livestreaming and talent services, is pleased to announce audited results for the year ended 31 December 2021.

Financial Highlights

·      Revenue increased 28% to £9.1m (2020: £7.1m)

·      Revenue and other operating income increased 37% to £10.3m (2020: £7.5m)

·    Adjusted loss before tax* (and before non-controlling interest) of £2.7m (2020: loss of £0.3m), partly due to a non-recurring loss in H1 2021 resulting from a technical outage at the Glastonbury 'Live at Worthy Farm' livestreamed event which was disrupted by some technical issues caused by a third-party supplier. This resulted in customer refunds and a reduction in ticket sales

·    Adjusted loss before tax for H2 2021 of £0.1m, demonstrating a solid performance during the prevailing Covid-constrained environment

·      Improved cash position with net cash, after short term debt, of £4.4m as at 31 December 2021 (2020: £1.6m)

*adjusted loss is the loss before tax adjusted to exclude £0.6m of IPO and related costs

Operational Highlights

·   £2m strategic investment by Deezer into Driift, the Group's pay-per-view livestreaming service, and five-year exclusive collaboration arrangement with Dreamstage to leverage technical and commercial potential

·    Significant number of new clients added to ATC's Management and Live Agency rosters, despite market disruption from Covid-related restrictions

·    Strengthened Board and management team, including appointment of CFO post period end, providing capacity to scale

·   Further expansion into North American market with addition of new services and larger footprint, including opening of New York office post period end

·    Milestone listing on the Apex segment of the AQSE Growth Market in December 2021, providing funding for further organic and acquisitive growth

Current Trading and Outlook

·      Performance in line with management expectations, with good momentum into 2022

·      Significant upturn in live music activity following relaxation of Covid-19 restrictions, benefitting ATC's Live Agency and Management divisions

·   Strong and growing pipeline for the Group's evolving hybrid live performance formats delivered by Driift, expected to generate higher margin business going forward.  Exemplified by the Little Mix direct from the O2 livestream which generated substantial livestream ticket sales alongside a broadcast into cinemas that was number 5 in that weekend's UK cinema charts

Adam Driscoll, Chief Executive Officer of ATC Group plc, commented: 

"We are pleased to report on a year of significant advancements for the Group, which saw double digit revenue growth despite significant disruption from Covid-19 restrictions, the further establishment of our new service offerings, an expanding market footprint, and culminating in our successful IPO.

"The Group's unique business model based on an integrated service approach for artists, or 'one-stop-shop,' and deep culture of innovation, has demonstrated resilience and adaptability within the rapidly changing music industry. An example of this is the Driift produced and directed for-mobile performance for Westlife that attracted a record-breaking online audience of 28 million concurrent viewers in China alone.

"Strong momentum has continued through 2022 as market conditions return to more normalised levels with the opening up of live events and related activity. The music industry continues its path of structural change, driven by new technologies, changing music consumption behaviour, and artists' ownership over their commercial interests, leaving the Group positioned to capitalise on new growth opportunities. Supported by a healthy pipeline of opportunities, the Board looks forward to a year of growth and with confidence in achieving market expectations."

-ENDS-

For more information, please contact:

ATC Group	Via Alma PR
Adam Driscoll, CEO
Rameses Villanueva, CFO
Canaccord Genuity	+44(0)20 7523 8000
Aquis Corporate Adviser and Broker
Adam James / Patrick Dolaghan
Alma PR	+44(0)20 3405 0205
Financial PR
Hilary Buchanan / Susie Hudson / Lily Soares Smith

Notes to Editors

ATC Group is a prominent independent music company offering live rights, live agency, production, artist management and investment and a range of other music artist services. ATC Group is the only independently owned company in the industry housing talent management, live booking, livestreaming and talent services within the same group.

The Company has an established, long-standing client base with over 60 artists on its management roster and over 400acts on the live roster. One of its livestreaming offerings, Driift, has delivered shows with Niall Horan, Andrea Bocelli, Kylie, Johnny Marr, The Smile and others, selling over 600,000 tickets across 190 countries since being established in June 2020.

The Group's five key divisions, grouped under two segments, are:

·      Artist management and development

·      ATC Management - artist management

·      ATC Live- live event booking agency for artists

·      ATC Services

·      Polyphonic -an artist partnerships venture

·      Live streamed events

·      Driift, a global livestreaming business, and Flymachine, a livestreaming platform

The Group is headquartered in London, with offices in Los Angeles, New York and Copenhagen and is led by an experienced management team who have operated across multiple music industry sectors.

For more information see: www.atcgroupplc.com

Co-Chairs' Statement

We are pleased to present our first Annual Report and Accounts as a listed business, reporting on a year of significant milestones and solid growth. The results achieved reflect both the challenges and opportunities that came with 2021. Despite the impact of COVID-19 restrictions on the earnings potential for our Live Agency and Artist Management divisions, the early-mover establishment of Driift proved a strategic success, driving overall Group revenue growth of 28% compared to the prior year.

The Group ended the year in an improved cash position following two significant rounds of investment: the IPO, together with a Deezer investment of £2m into Driift. This provides the Group with greater resources and flexibility to pursue its organic and acquisitive growth strategy as trading conditions normalise through 2022.

People

It was pleasing that we were able to retain the services of nearly all of the Group's dedicated employees during the pandemic and strengthen the senior management team in readiness for the IPO.  It is a testament to everyone in the Group that we ended two tough years in a significantly better place and our thanks go out to all our people.

In particular, it would be remiss not to thank the Group's CEO, Adam Driscoll as he was instrumental in attracting investment into the business and getting the Group prepared for a public listing.

Board and Governance

In preparation for the IPO we established a new Board and implemented governance procedures appropriate for a listed business.  We welcomed Andy Glover and Shirin Foroutan to the Board as non-executive directors who bring strong experience across finance and the music industry. Post the listing of the Group on AQSE, the Board was further enhanced by the recruitment of our Chief Financial Officer, Ram Villanueva.  We have established a good working relationship across the Board and the Group is beginning to see the benefits of our collaboration.

Summary and Outlook

Despite the significant consequences to the music sector of COVID-19 lockdown strategies, the Group closed 2021 in a stronger position with a strengthened operating platform, a further diversified offering and an enhanced geographic reach.

Worthy of note is the foothold the Group has established in the important North American market.  The office in Los Angeles increased its management footprint, opened up the important promotion business through the acquisition of 100 per cent. Interest in Your Army USA (a US-based electronic promotions business) and established digital technology capability through the development of namethemachine (a software and media development company with a focus on emerging technology and transmedia solutions). The opening of an office in New York in early 2022 is an important step, not just for accessing the East Coast USA market but also for signalling the Group's intent generally.

Driift continues to mature and evolve its business model now that fans are able to return to watching live music in person. The Smile's 'Full Circle' show performed and recorded at the end of January 2022 proved to be an important watershed moment for Driift, a concept that took in ticket purchasers from both around the world to watch remotely and locally in-person.

The US and UK markets were the first to properly open up to live touring with the EU lagging a couple of months behind.  Whilst this impacted the Group's first quarter, the important summer festival season is largely untouched and we are confident that the autumn touring season will not suffer as it did in 2021.  Whilst business is returning to normal, it is worth noting that the two-year gap in touring as a result of the COVID-19 pandemic has created a short-term over-supply of talent which is allowing promoters to competitively price their offers.  Ticket sales are yet to return to their pre-COVID-19 levels for many shows, not just because of the oversupply but also because there is still some fan nervousness to purchase.

Against this backdrop, the strength of the Group's proposition, unique holistic approach and pipeline of opportunities enables the Board to be confident in continued growth for ATC Live and ATC Management in the current year. Both divisions are looking to add executive talent to strengthen their propositions and are focused on attracting established artists to their rosters, as well as growing and breaking new acts.

Importantly, the 10-person executive management team is working well together and are committed to the Group's future. As the market recovers from the last two years this will help us win new business and continue our growth.  The team is well diversified in respect of gender and race and we are committed to ensuring that balance of representation is maintained as we expand.

Brian Message and Craig Newman

Co-chairs

CEO Review

Overview

The Group's resilient business model and embedded culture of innovation was demonstrated throughout 2021, a year that challenged the global music industry with the effects of the COVID-19 pandemic. The Group delivered solid turnover growth, despite the substantial downturn in revenues in the industry as a whole.

The Group's performance was achieved through the continued development of our livestreaming business alongside the great work delivered by our artist management and artist services' divisions. At ATC Live, our live agency business, the gradual removal of restrictions around live events in the second half of the year is delivering growth in 2022 and beyond. The completion of our IPO in December was a substantial achievement and has positioned the Group for growth and expansion over the coming years.

Key operational highlights for 2021 included the production and delivery of the global livestream of 'Live at Worthy Farm' which was the livestream replacement of the COVID-19-cancelled 2021 edition of the Glastonbury Festival; the acquisition of the remaining 51 per cent. Stake in Your Army in North America that wasn't previously held by the Group; the investment by Deezer of £2m into the Driift business; the delivery of the ground-breaking Kid Amnesiac Radiohead project in conjunction with Epic Games (a first for the platform with the launch of a non-game application on the Epic Game Store. The application delivered access to a digital Radiohead exhibition which generated over 6 million downloads within weeks of being available); the addition of a significant number of new clients to our management and live agency rosters; and the growth of our composer division. 2022 has continued to see substantial Group-wide developments which are detailed below.

We successfully completed our IPO on December 21, 2021 with admission onto the Aquis Growth Market in London. The IPO was supported by both institutional and retail investors and the Company raised a total of £4.15 million (before expenses). The net proceeds are being used to invest into each of ATC's five business divisions and to support the Directors' growth strategy for the Group. As the fundraising was completed only 10 days before our financial year end, the results reported here were effectively delivered ahead of the Group bringing in the new financing which is set to spur future growth and development.

I am very pleased that our management team remains so well represented in the shareholder table. Our executive board directors and senior managers held 42 per cent. of the shares as at 31 December 2021.

Current Trading

The completion of the IPO in the final days of 2021 gave the Group a great opportunity to start 2022 with a huge sense of positivity and ambition. The first few months of the year have continued in the same spirit and we are seeing good developments in our existing businesses and some clear opportunities to broaden their scope and reach. Additionally, strong new partnerships are emerging for the Group that will further strengthen our position as the music industry experiences further digital transformation in the coming years.

As part of those developments, we have been quick to strengthen our management team and I was delighted to welcome Rameses Villanueva to the Board as Group CFO on 28 February 2022 to provide support for the next stage of the growth strategy.

Reassuringly, the live music industry is continuing to see a significant upturn in activity following the relaxation of COVID-19 restrictions and, as a result, ATC's Live Agency and Management divisions are benefitting.

At ATC Management, hotly tipped band The Goa Express joined the roster while 2021 additions, The Smile and Amaarae, have made a strong impact in 2022 with successful tours, music releases and sold-out shows.

At ATC Live we have seen 93 new clients join the roster since the beginning of 2021 including Nation of Language, Connie Constance and Billy Nomates and many of our existing clients have won industry plaudits. At SXSW, a leading international industry event in Texas, ATC Live clients won the prestigious Grulke prizes for both US and International artists, while at The Great Escape festival in the UK, The Times' review of the event listed '5 key artists to watch' - 4 of which were represented by ATC Live.    Business indicators are increasingly strengthening; in three consecutive weeks in January and February, three of ATC Live's clients achieved Top 3 UK album chart status in the week of release. Whilst the re-establishment of the live market is a work in progress in 2022, navigating differing international restrictions and customer caution, the longer-term view remains very positive.

The Group's livestreaming division, Driift, successfully delivered the first of its 'Full Circle' events in January with ATC Management client 'The Smile', which garnered a number of '5 star' reviews and wide audience acclaim. This new hybrid format brought together a live ticketed audience in a bespoke venue designed specifically for a global livestreaming audience and demonstrated that Driift can benefit from a diversified revenue mix, as the Directors anticipated. This format is expected to generate higher margin business for Driift, and further demonstrates that the Company remains at the forefront of the evolution of the growing livestreaming sector. More recently Driift delivered a livestream for Little Mix direct from the O2 and generated substantial numbers of livestream tickets alongside a broadcast into cinemas that saw the company take the number 5 position for that weekend's UK cinema charts.

Since its inception in mid-2020 Driift has now sold over 600,000 tickets in more than 190 countries around the world. We continue to see substantial interest from globally recognised artists who are looking to integrate a livestream into their more traditional business activities and recent partnerships with organisations like the Tate Museums continue to show that this innovative format will continue to be a growth sector for the music industry.

Our service businesses are trading in line with management expectations and are seeing growth as the global music market emerges from the challenges of the pandemic. The Group recently opened an office in New York to facilitate the continued expansion of the US management and services businesses.

We announced on 7 April 2022, that following receipt of a short-term promissory note loan of $6m, the Group had made a minority investment into a newly formed company, alongside a number of other parties. The funding group's total investment of $80m enabled the new venture to acquire Napster, with the aim of bringing blockchain and web3 to artists and fans via future developments in the Napster business. Our equity interests in the newly formed company were subject to a pledge in favour of the lender, as sole security against ATC's obligations under the loan arrangement. The recent volatility in the crypto markets has led us to reassess the Company's capacity to refinance the original loan. We have therefore taken the decision to hand back our equity interests to the original loan holder with negligible financial impact to the Group. We continue to believe that blockchain technology and non-fungible tokens (NFTs) will increasingly have an impact on the holding and distribution of copyrights in the medium and long term and we continue to have an option to invest into the new Napster venture.  It is beneficial to us to be able take a little more time to assess the landscape and determine what level of participation might be achievable whilst also taking stock of other opportunities that are being presented in this space.

In summary, 2022 business activity is delivering upon the aims we set ourselves when completing the IPO. These were to use the new capital to increase our pool of agents, managers and clients to drive profitability; to enable Driift to scale its offering and drive revenue growth and margin; to invest in our service businesses and to seek out new opportunities and participate in key music industry developments. With current trading in line with expectations, I look forward to further expanded activity and strong developments during the rest of the year.

Adam Driscoll

CEO

CFO Review

Overview

During the year, the Group's results were in line with management expectations and demonstrated resilience during the Covid-restrained environment, with revenue and other operating income of £10.3 million representing growth of 37% from 2020 (£7.5 million) and adjusted loss before tax and non-controlling interests ('NCI') of £2.7 million (2020: £0.34 million loss before tax and NCI).

Following the successful fundraise at the Group's IPO in December 2021, ATC retains a healthy net cash position (after current debt) of £4.2 million and net cash position (after current and long-term debt) at year end of £2.3 million.

Revenue and other operating income

The Group's consolidated revenue and other operating income was up 37% to £10.3m (2020:  £7.5m).  Core revenue (excluding other operating income) accounted for 89% (2021:  £9.1m vs 2020:  £7.1m) and posted 28% growth. 

	2021	2020
Live streamed events
-  Core revenue	4,642,212	4,716,692
-  Other operating income	545,979	0
	5,188,191	4,716,692
Artist management and development
-  Core revenue	4,501,426	2,383,493
-  Other operating income	617,517	434,762
	5,118,943	2,818,255
Total	10,307,134	7,534,947

Despite the impact on the artist management and development businesses as a consequence of the COVID-19 pandemic and associated global lockdowns, the increase in revenue and other operating income was driven by the following:  

·      Livestreamed events - Driift tapped into the consumer desire to remain connected with artists and live performances by delivering shows in-home via a streaming mechanism.   Driift generated £5.2 million in 2021, a 10% increase over the previous year (2020: £4.7 million) and represented 50% of the consolidated revenue and other operating income (2020: 63%). 

·      Artist management and development - The consolidation of ATC Artist Management Inc. (formerly known as Courtyard Productions, Inc), which became a wholly owned subsidiary on 19 February 2021 also contributed to a 12% increase (£0.9 million) in consolidated revenue and other operating income in 2021.  

During the year, the Group also received COVID related government grants amounting to £0.52 million in 2021 (2020:  £0.42 million).

Administrative  expenses

Administrative expenses, excluding IPO listing related costs, increased from £1.4 million in 2020 to £4.8 million in 2021.   

	2021	2020
Artist management and development	3,652,198	1,166,200
Live streamed events	1,121,944	242,187
Total	4,774,142	1,408,387

The increase is due to the additional overheads of businesses that were acquired in 2021, which increased expenses by £2.3 million (2020: nil), and because Driift traded for only 6 months in 2020 (2021: £1.1 million vs 2020: £0.2 million).    

Excluding these items, consolidated administrative expenses increased by 40% to £2.6 million in 2021 (2020: £1.2 million), principally due to the following:

·      New hirings in the UK management business with the objective of growing the artist, writer, producer and composer rosters which resulted in an increase in salary cost of approximately £0.3 million; and,

·      An increase in Polyphonic's expenses of approximately £0.2 million resulting from the release of 'Sticky', the fourth album by Frank Carter and the Rattlesnakes on 15 October 2021. This release was tied to a significant tour across the UK and Europe from November 2021 through to February 2022.

Following the receipt of the proceeds from the IPO in December 2021, the Group has been able to invest in further improving its internal systems, procedures and processes as a result of being publicly listed.

IPO and net cash/(debt)

The Group listed on the Apex segment of the Aquis Growth Market in December 2021 and raised a total of £4.1m, before costs, from both institutional investors and individual investors.   As a result of the IPO, the Group's net cash position has improved from a net debt to net cash position.   

The placing shares represented approximately 25.7% of the enlarged share capital at the time.  Alongside the funds raised, a director's loan and a loan to Beggars Group Limited was repaid

	2021	2020
Current
Cash and cash equivalents	5,532,272	2,178,505
Funds held on behalf of clients	(1,027,793)	0
Borrowings (ST)	(124,068)	(582,230)
Right of use liabilities (ST)	(140,287)	(136,865)
Net cash/(debt) after current debt	4,240,124	1,459,410
Long term
Borrowings (LT)	(1,676,986)	(1,725,548)
Right of use liabilities (LT)	(248,238)	(388,525)
	(1,925,224)	(2,114,073)
Net cash/(debt)	2,314,900	(654,663)

At the year end, the Group's net cash position was £2.3 million (2020: net debt £0.65 million), which will allow the Group to further grow the Live and Management businesses by hiring new agents, and managers.  It also provides additional working capital to further develop Driift, Polyphonic and the Services division and to pursue the Group's acquisition plans.

Financing costs of £0.097m (2020: £0.099m) was comprised mainly of interest expenses on loans of £0.083 million (2020: £0.082 million).

Adjusted loss before tax

The loss before IPO and related costs increased to £2.7 million (2020: loss £0.34 million)

	2021	2020
Loss before tax	(3,306,518)	(340,831)
IPO and related costs	616,735	0
Loss before listing fees	(2,689,783)	(340,831)

The increase in the loss was due to the substantial investment into Driift, principally to deliver the Glastonbury 'Live at Worthy Farm' event which was disrupted by some technical issues caused by a third-party supplier. This resulted in customer refunds and a reduction in ticket sales.  The loss incurred by segment was as follows:

	2021	2020
Artist management and development	(546,538)	(469,476)
Live streamed events	(2,143,245)	128,646
Total	(2,689,783)	(340,831)

Earnings per share

Basic and diluted earnings per share was (34.51) pence per share (2020: (4.25) pence per share)

Reconciliation between the statutory consolidated income statement vs. consolidated income statement in the Prospectus for the 12 months to 31 December 2020

The FY20 comparatives differ from those in the Growth Prospectus ('Prospectus') dated 14 December 2021 due to the inclusion in the Prospectus of the results of ATC Artist Management Inc (previously Courtyard Productions, Inc) as it was under common control for that period. As required under IFRS 3 business combinations, the FY20 comparatives reported in the annual report and accounts (and preliminary announcement) include the results from the date of acquisition, 19 February 2021.  

The differences in Revenue, Administrative expenses, Loss before tax and Net assets (excluding NCI) and Earnings (loss) per share lines are shown in the table below: 

	Statutory accounts	Prospectus	Differences
Revenue	7,100,185	7,489,436	(389,251)
Administrative expenses	(1,408,387)	(1,778,168)	369,781
Loss before tax	(340,831)	(412,739)	71,908
Equity attributable to the shareholders of the parent company	(964,613)	(1,196,639)	232,026
Earnings (loss) per share -  In pence	(4.25)	(5.29)	1.04

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 financial statements.

Rameses Villanueva

CFO

Consolidated statement of comprehensive income Consolidated statements of comprehensive income For
For the year ended 31 December 2021			2021					2020
	Notes		£					£
Revenue	3		9,143,638					7,100,185
Cost of sales				(8,297,894)					(6,207,950)
Gross profit			845,744					892,235
Other operating income			1,163,496					434,762
Administrative expenses	4			(5,390,877)					(1,408,387)
Provision for amounts owed by associates and joint ventures				-				(235,250)
Operating loss	3			(3,381,637)					(316,640)
Share of results of associates and joint ventures			167,568					40,012
Finance income			4,852					34,652
Finance costs				(96,968)					(98,855)
Provision against amounts owed by participating interests				(333)					-
Adjusted loss before tax				(2,689,783)					(340,831)
IPO and related costs				(616,735)					-
Loss before taxation				(3,306,518)					(340,831)
Income tax expense	5			(1,256)					(966)
Loss for the year				(3,307,774)					(341,797)
Other comprehensive income:
Items that will not be reclassified to profit or loss
Revaluation gain on unlisted investments			139,061					-
Currency translation differences			(5,208)					(189)
Total items that will not be reclassified to profit or loss			133,853					(189)
Total other comprehensive income for the year			133,853					(189)
Total comprehensive income for the year				(3,173,921)					(341,896)
Loss for the financial year is attributable to:
- Owners of the parent company				(2,353,468)					(291,792)
- Non-controlling interests				(954,306)				(50,005)
				(3,307,774)					(341,797)
Total comprehensive income for the year is attributable to:
- Owners of the parent company				(2,219,615)					(291,891)
- Non-controlling interests				(954,306)				(50,005)
				(3,173,921))					(341,986)

Earnings per share
			2021		2020
			pence		pence
Basic and diluted	6		(34.51)		(4.25)

Consolidated statement of financial position
As at 31 December 2021			2021					2020
	Notes		£					£
ASSETS
Non-current assets
Goodwill	7		1,135,403					-
Property, plant and equipment			398,506					500,672
Investments			244,604					726,017
			1,778,513					1,226,689
Current assets
Trade and other receivables			2,558,201					1,506,709
Cash and cash equivalents			5,532,272					2,178,505
			8,090,473					3,685,214
Total assets			9,868,986					4,911,903
EQUITY
Called up share capital	8		95,840					32,649
Share premium account	8		3,983,970					2,449,703
Merger reserve			2,883,611						-
Currency translation reserve			(9,750)						(4,542)
Retained earnings				(4,898,864)					(3,442,423)
Equity attributable to the shareholders of the parent company				2,054,807					(964,613)
Non-controlling interests			197,649					10,395
Total equity				2,252,456					(954,218)
LIABILITIES
Non-current liabilities
Borrowings			1,676,986					1,725,548
Other creditors			53,085					9
Right of use lease liabilities			248,238					388,525
			1,978,309					2,114,082
Current liabilities
Trade and other payables			5,373,866					3,032,944
Borrowings			124,068					582,230
Right of use lease liabilities			140,287					136,865
			5,638,221					3,752,039
Total liabilities			7,616,530					5,866,121
Total equity and liabilities			9,868,986					4,911,903

	Consolidated statement of changes in equity
For the year ended December 2021			Share capital			Share premium account		Merger reserve				Currency translation reserve			Retained earnings			Total			Non-controlling interest			Total
			£			£		£				£			£			£			£			£
At 1 January 2020			19,556			1,852,394		-					(4,353)			(3,240,482)			(1,372,885)			-				(1,372,885)
Year ended 31 December 2020:
Loss for the year			-			-			-			-				(291,791)			(291,791)			(50,005)				(341,796)
Other comprehensive income:
Currency translation differences on overseas subsidiaries			-			-			-			(189)			-			(189)			-			(189)
Total comprehensive income for the year			-			-			-			(189)				(291,791)			(291,980)			(50,005)				(341,985)
Issue of share capital			13,093			597,309			-			-				-			610,402			-				610,402
Acquisition of non-controlling interests			-			-			-			-				89,850			89,850			60,400				150,250
At 31 December 2020			32,649			2,449,703			-				(4,542)			(3,442,423)			(964,613)			10,395				(954,218)
Year ended 31 December 2021:
Loss for the year			-			-			-			-				(2,353,468)			(2,353,468)			(954,306)			(3,307,774)
Other comprehensive income:
Revaluation gain on unlisted investments															139,061			139,061			-			139,061
Currency translation differences on overseas subsidiaries			-			-			-			(5,208)			-			(5,208)			-			(5,208)
Total comprehensive income for the year			-			-				-		(5,208)				(2,214,407)			(2,219,615)			(954,306)			(3,173,921)
Issue of share capital of previous parent			1,709			399,550						-			-			401,259			-			401,259
Issue of share capital			95,840			3,983,970						-			-			4,079,810			-			4,079,810
Merger reserve			(34,358)			(2,849,253)		2,883,611				-			-			-			-			-
Retained earnings movements due to increased investment by NCI			-			-						-			757,966			757,966			-			757,966
Acquisition of non-controlling interests			-			-						-			-			-			(58,796)			(58,796)
Other movements in non-controlling interests			-			-						-			-			-			1,200,356			1,200,356
Balance at 31 December 2021			95,840			3,983,970					2,883,611	(9,750)				(4,898,864)			2,054,807 48			197,649				2,252,456

Other movements in non-controlling interest relate to additional investments in Driift Holdings Limited in the year, a subsidiary of All Things Considered Group Plc.

Consolidated statement of cash flows
For the year ended 31 December 2021					2021					2020
		£			£		£			£
Cash flows from operating activities
Loss for the year after tax			(3,307,774)					(341,797)
Adjustments for:
Taxation charged		1,256					966
Finance costs		96,968					98,855
Finance income			(4,852)					(34,652)
Loss on disposal of property, plant and equipment		-					6,143
Depreciation of property, plant and equipment		133,023					127,549
Share of results of associates and joint ventures			(167,568)					(40,012)
Provision against investment in associates and joint ventures		333					226,282
Movements in working capital:
Increase in trade and other receivables			(572,660)					(366,982)
Increase in trade and other payables		1,136,345					2,182,495
Cash  (absorbed by)/generated from operations					(2,684,929)						1,858,847
Interest paid					(96,968)						(98,855)
Tax paid					(1,256)						(1,246)
Net cash (outflow)/inflow from operating activities					(2,783,153)						1,758,746
Investing activities
Purchase of property, plant and equipment			(20,983)					(8,642)
Purchase of subsidiaries (net of cash acquired)		274,700					-
Investment in unlisted shares		(53,085)					-
Net amount withdrawn in associates and joint ventures		-					30,971
Interest received		4,852					34,653
Net cash generated from investing activities					205,483					56,981
Financing activities
Proceeds from issue of shares in subsidiary subscribed by non-controlling interest		-					150,250
Proceeds from issue of shares in previous parent		300,025					-
Proceeds from issue of shares		4,011,094					610,402
Proceeds from borrowings		500,000					275,000
Repayment of borrowings			(640,386)					(839,729)
Proceeds from non-controlling interest additional investment (Driift)			2,000,000				-
Repayment of bank loans			(95,414)				(29,295)
Payment of lease liabilities			(136,865)					(127,430)
Net cash generated from financing activities					5,983,453					39,198
Net increase in cash and cash equivalents					3,360,784					1,854,925
Cash and cash equivalents at beginning of year					2,178,505					309,640
Effect of foreign exchange rates					(7,017)					13,940
Cash and cash equivalents at end of year					5,532,272					2,178,505

1

General information

All Things Considered Group Plc ("ATC Group plc") was incorporated in England and Wales on 20 May 2021 as a public company limited by shares under the Companies Act 2006.

ATC Group plc's registered office is The Hat Factory, 168 Camden Street, London NW1 9PT.  The Group's principal activity during the year was music artist management and livestreamed events.

The Consolidated Group financial statements represents the consolidated results of ATC Group plc and its subsidiaries, (together referred to as the "Group"). The Parent Company financial statements present information about the Company as a separate entity and not about its Group.

These are the first consolidated financial statements of the Group following the reorganisation of the Group to facilitate the listing. The result of the application of the capital reorganisation is to present the consolidated financial statements (including comparatives) as if the Company has always owned the Group. The share capital structure of the Company as at the date of the Group reorganisation is pushed back to the first date of the comparative period (1 January 2020). A Merger Reserve is created as a separate component of equity, representing the difference between the share capital of the Company at the date of the Group reorganisation and that of the previous top organisation of the Group.

Except for IFRS 16, the implementation of IFRS had no impact on the consolidated financial information of the Group. The implementation of IFRS 16 led to an increase in the loss for the year by £16,886, an increase in assets by £323,758 and an increase in liabilities of £388,525. There was no effect on cash flows.

2	Basis of preparation and measurement
2.1	Basis of preparation
	The Consolidated Group Financial Information has been prepared in accordance with International Financial Reporting Standards in conformity with the requirements of the Companies Act 2006 ("IFRS").
	Unless otherwise state, the Consolidated Group Financial Information is presented in Pounds Sterling (£) which is the currency of the primary economic environment in which the Group operates. Monetary amounts in these financial statements are rounded to the nearest £.
	The Consolidated Group Financial Information has been prepared under the historical cost convention except for certain financial instruments that have been measured at fair value. The principal accounting policies adopted are set out below.

2.2	Basis of consolidation
	The Consolidated Group Financial Information comprises the financial statements of ATC Group plc and its subsidiaries listed in note 17 for "Subsidiaries" to the Consolidated Group Financial Information.  The financial statements of all Group companies are adjusted, where necessary, to ensure the use of consistent accounting policies. The Group was formed after the Company, prior to its IPO and listing on AQSE, completed a share for share transaction with All Things Considered Limited. The Board has taken the view that the most appropriate way to account for this in line with IFRS is to deem the share for share exchange as a group reconstruction. This has been accounted for under the basis of merger accounting given that the ultimate ownership before and after the transaction remained the same.  There is currently no specific guidance on accounting for group reconstructions such as this transaction under IFRSs. In the absence of specific guidance, entities should select an appropriate accounting policy and IFRS permits the consideration of pronouncements of other standard-setting bodies. This group reconstruction as scoped out of IFRS 3 has therefore been accounted for using predecessor accounting principles resulting in the following practical effects; (a) The net assets of the Company and the predecessor group, All Things Considered Limited and its subsidiary undertakings (the "Predecessor Group"), are combined using existing book values, with adjustments made as necessary to ensure that the same accounting policies are applied to the calculation of the net assets of both entities; (b) No amount is recognised as consideration for goodwill or negative goodwill; (c) The consolidated profit and loss account includes the profits or losses of the company and the Predecessor Group for the entire period, regardless of the date of the reconstruction, and the comparative amounts in the consolidated financial statements are restated to the figures presented by the Predecessor Group; (d) The retained earnings reserve includes the cumulative results of the Company and the Predecessor Group, regardless of the date of the reconstruction, and the comparative amounts in the statement of financial position are restated to those presented by the Predecessor Group.
	Acquisitions are accounted for under the acquisition method from the date control passed to the Group. On acquisition, the assets and liabilities of a subsidiary are measured at their fair values. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. A subsidiary is defined as an entity over which ATC Group plc has control. ATC Group plc controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company. Intra-group transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests.

3	Segmental analysis
		Artist management and development			Live streamed events			Total
		2021			2021			2021
		£			£			£
	Revenue	4,501,426			4,642,212			9,143,638
	Cost of sales		(2,088,401)			(6,209,493)			(8,297,894)
	Gross profit	2,413,025			(1,567,281)			845,744
	Other operating income	523,896			-			523,896
	Other income	93,621			545,979			639,600
	Administrative expenses		(4,268,933)			(1,121,944)			(5,390,877)
	Provision for amounts owed by associates and joint ventures		-			-			-
	Operating profit/(loss)		(1,238,391)			(2,143,245)			(3,381,636)
	Share of results of associates and joint ventures	167,568			-			167,568
	Finance income	4,852			-			4,852
	Finance costs		(83,833)			-			(83,833)
	Interest on finance leases		(13,135)			-			(13,135)
	Provision against amounts owed by participating interests		(333)			-			(333)
	Adjusted loss before tax		(546,538)			(2,143,245)			(2,689,783)
	IPO and related costs		(616,735)			-			(616,735)
	Profit/(Loss) before taxation		(1,163,273)			(2,143,245)			(3,306,518)
	Income tax expense		(1,256)			-			(1,256)
	Profit/(Loss) for the year		(1,164,529)			(2,143,245)			(3,307,774)
	Assets and liabilities
	Total assets			6,473,124			3,395,862			9,868,986
	Total liabilities			(5,432,212)			(2,184,318)			(7,616,530)
	Net assets			1,040,912			1,211,544			2,252,456

		Artist management and development			Live streamed events			Total
		2020			2020			2020
		£			£			£
	Revenue	2,383,493			4,716,692			7,100,185
	Cost of sales		(1,862,392)			(4,345,849)			(6,207,950)
	Gross profit	521,392			370,843			892,235
	Other operating income	434,762			-			434,762
	Administrative expenses		(1,166,200)			(242,187)			(1,408,387)
	Provision for amounts owed by associates and joint ventures	(235,250)			-			(235,250)
	Operating loss		(445,296)			128,656			(316,640)
	Share of results of associates and joint ventures	40,012			-			40,012
	Finance income	34,652			-			34,652
	Finance costs		(98,845)			(10)			(98,855)
	Loss before taxation		(469,476)			128,646			(340,831)
	Income tax expense		(966)			-			(966)
	Loss for the year		(470,443)			128,646			(341,797)
	Assets and liabilities
	Total assets			2,317,095			2,594,808			4,911,903
	Total liabilities			(3,530,360)			(2,335,761)			(5,866,121)
	Net assets			(1,213,265)			259,047			(954,218)

		Revenue
			2021					2020
			£					£
		Revenue analysed by geographical market
		United Kingdom	5,068,283					3,139,084
		Europe	860,023					1,668,000
		United States of America	2,631,178					1,373,101
		Rest of the world	584,154					920,000
			9,143,638					7,100,185
4	Administrative expenses by nature
				2021					2020
				£					£
	Staff costs			2,364,472					782,420
	Rent, rates and services costs			367,960					35,472
	IPO and related costs			616,735					-
	Legal and professional fees			642,641					148,105
	Consultancy fees			580,895					279,528
	Depreciation of property, plant and equipment			133,023					127,549
	Exchange losses				61,406				(12,517)
	Profit or loss on sale of tangible assets			(19,694)					6,143
	Travelling expenses			120,476					19,536
	Other expenses			522,963					22,151
				5,390,877					1,408,387
.

5	Earnings per share
				2021		2020
	Basic and diluted earnings/(loss) per share			(34.51) pence		(4.25) pence
	Basic and diluted number of shares in issue			9,584,020		6,871,599
	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 numbers of shares in issue after the allotment of ordinary shares on 14 December 2021. The same number of shares is used for the corresponding period in order to provide a meaningful comparison.
6			Income tax expense
							2021						2020
							£						£
			Current tax
			UK corporation tax on losses for the current period						-					(280)
			Foreign taxes and reliefs				1,256						1,246
							1,256						966
		The difference between the statutory income tax rate and the effective tax rates are summarised as follows:
								2021				2020
								£				£
		Profit/(loss) before income taxes								(3,307,774)					(412,739)
		Expected tax at statutory UK corporation tax rate of 19%								(628,477)					(78,420)
		Increase/(decrease) in tax resulting from: 117,50
		Effect of different tax rates in foreign jurisdictions						(27,081)				12,913
		Tax losses utilised						181,597				-12,412
		Capital allowances less depreciation						(1,894)				680
		Losses carried forward						471,027				23,347
		Non-deductible expenditure						101,070				55,535
		Other adjustments						(94,985)				(676)
											1,256					966
		At 31 December 2021the Group has £5,496,781 (2020: £2,615,515) of tax losses available to be carried forward against future profits.
		From April 2023, the corporation tax rate will increase from 19% to 25%.

7	Goodwill
																																			Goodwill
																																			£
	Cost
	At 1 January 2021																																		-
	Additions																																		1,135,403
	At 31 December 2021																																		1,135,403
	Impairment																																		-
	At 1 January 2021																																		-
	Charge for the year																																		-
	At 31 December 2021																																		-
	Net book value
	At 31 December 2021																																		1,135,403
	At 31 December 2020																																		-
	On 1 January 2021, the group acquired a further 40% share in ATC Live LLP, bringing the group's interest to 90%, for £nil consideration resulting in goodwill of £517,438.
	On 12 February 2021, the remaining 51% interest in Your Army LLC, previously a 49% associate, was acquired by the Group for consideration of $640,000 (equating to £474,179) resulting in goodwill of £354,188.
	On 19 February 2021, 100% of ATC Artist Management Inc (formerly Courtyard Productions Inc) was acquired for £nil consideration, resulting in goodwill of £233,231.
	On 12 April 2021, the group acquired a further 10% share in Familiar Music Group LLC, bringing the group's interest to 55%, for £nil consideration resulting in goodwill of £30,546.
						ATC Live LLP							ATC Artist Management Inc							Your Army LLC								Familiar Music Group LLC									Total
						£							£							£								£									£
	Goodwill on acquisitions
	Total consideration (see below)					-							-							474,179								-									474,179
	Plus: Fair value of previously held equity interest					434,506							-							115,257								-									549,763
	Less: Share of fair value of net (assets)/liabilities acquired (see below)								82,932								233,231								(235,248)							30,546								111,461
	Total goodwill								517,438								233,231								354,188						30,546									1,135,403
	Consideration satisfied by:
	Cash									-								-						474,179									-								474,179
	Share of fair value of net assets/(liabilities) acquired:
	Cash and cash equivalents					566,897							10,571							166,827								4,583									748,878
	Property, plant and equipment					8,065							946							68								-									9,079
	Trade and other receivables					11,793							391,892							71,529								3,618									478,832
	Trade and other payables					(628,901)							(636,640)							(3,176)								(63,740)									(1,332,457)
	Borrowings					(50,000)									-					-								-									(50,000)
								(92,146)							(233,231)										235,248				(55,539)													(145,668)
	Percentage acquired							90%							100%										100%				55%
								(82,932)						(233,231)											235,248				(30,546)														111,461
	Net cash inflow/(outflow) arising on acquisition
	Cash consideration					-							-							(474,179)								-									(474,179-
	Total cash and cash equivalents acquired					566,897										10,571							166,827							4,583											748,879
							566,897									10,571							307,352							4,583											274,700
	On each of the acquisitions, no separate intangible assets were identified and the difference between the consideration and the fair value of assets acquired was all attributed to goodwill. Impairment testing was undertaking using projections for three years and a terminal value. Applying an appropriate discount rate, there was adequate headroom for each element of goodwill.
8			Reserves
												2021							2020								2021								2020
			Ordinary share capital									Number							Number								£								£
			Issued and fully paid
			Ordinary shares of £0.01 (2020: £1) each									95,840,020							32,649								95,840								32,649
																					Number of shares															Share capital
																					No.															£
Issued share capital in All Things Considered Ltd at 31 December 2020																					34,358															34,358
At 31 December 2020																						34,358																34,358
Exchanged for shares in All Things Considered Group Plc																						6,871,599																68,716
Share issued on incorporation																						1																-
Shares issued 14 December 2021																						2,712,420																27,124
At 31 December 2021																						9,584,020																95,840
			The company has one class of Ordinary shares.  The Ordinary shares have full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption or carry any right to fixed income.
			During the year ended 31 December 2020, 13,093 Ordinary shares of £1 each were issued for proceeds of £610,402 to provide additional working capital for All Things Considered Limited, a subsidiary of All Things Considered Group plc.
			On 11 November 2021, All Things Considered plc issued 6,871,599 Ordinary shares of £0.01 each in exchange for the entire share capital of All Things Considered Limited.
			On 14 December 2021, 2,712,420 shares were issued leading to a further £27,412 of share capital and share premium of £3,983,970, net of share issue costs.
			On 14 December 2021, 119,800 warrants were granted to Canaccord Genuity Limited to subscribe for Ordinary Shares of £0.01 each in All Things Considered Group Plc. The charge to the profit and loss account in respect of these is immaterial for 2021 .
			Merger reserve
			A merger reserve is created as a separate component of equity, representing the difference between the share capital of the Company at the date of the Group reorganisation and that of the previous parent company of the Group.
			Currency translation reserve
			The currency translation reserve represents cumulative foreign exchange differences arising from the translation of the financial statements of foreign subsidiaries.
9				Related party transactions
				Transactions with related parties for the year ended 31 December 2021
				During the year, the Group paid rent of £150,000 (2020: £150,000) to Pagham Investments Limited, a company which close family members of two of the directors Craig Newman and Brian Message have a significant interest in. The Group also paid rent of £178,240 (2020: £23,370) to Craig Newman during the year. During the year the Group recharged overheads totalling £20,554 (2020: £79,903) to the following LLPs that the Group is a member of and has a significant interest in: ·    ATC 9 LLP: £20,554 (2020: £27,535) ·    ATC Live LLP: £nil (2020: £52,368). In turn the group was recharged overheads totalling £800,468 (2020: £204,069) by the following LLPs that the Group is a member of and has a significant interest in: ·    ATC 4 LLP: £798,898 (2020: £87,482) ·    ATC 9 LLP: £1,570 (2020: £13,143) ·    ATC Live LLP: £nil (2020: £103,444). During the year, the Group paid interest of £5,389 (2020: £3,363) to director Craig Newman and £5,389 (2020: £3,363) to director Brian Message. The remuneration of the directors and key management personnel is set out in note 11.
				Balances with related parties as at 31 December 2021
				At 31 December 2021, the Group owed £1,015,027 (2020: £1,000,000) to Pagham Investments Limited, a company which close family members of two of the directors, Craig Newman and Brian Message, have a significant interest in.
				At 31 December 2021, the following represent the amount of members capital in LLPs and LLCs attributable to the Group and shown in 'investments in associates and joint ventures':

					2021						2020
			Members capital		Provision				Conversion to subsidiaries	Net	Members capital	Provision	Net
			£		£				£	£	£	£	£
	ATC 1 LLP		-				-		-	-	53,451	(53,451)	-
	ATC 3 LLP		-				-		-	-	90,755	(90,755)	-
	ATC 4 LLP		-				-		-	-	171,337	(53,109)	118,228
	ATC 7 LLP		398				-		-	398	26,283	(25,251)	1,032
	ATC 9 LLP		52,060		-				-	52,060	40,060	-	40,060
	ATC Live LLP		434,406		-				(434,406)	-	467,478	-	467,478
	One Eskimo LLC		-				-		-	-	3,716	(3,716)	-
	Your Army LLC		115,272		-				(115,272)	-	132,182		132,182
			952,290			-		(549,678)		52,458	952,290	(226,282)		726,008
10	Events after the reporting date
	On 30 March 2022 the Group secured and received a short-term promissory note loan of $6m. On the same date the Group invested the $6m into a new company, Hypnos Capital, formed with the express intention of investing in the music digitisation, blockchain and web3 spaces. The minority investment was made alongside a number of other parties who together with the Group have invested over $80m in the new venture. On 10 May 2022, Hypnos Capital announced that it acquired Napster. The Group's equity interest in the newly formed company is subject to a pledge in favour of the lender, as sole security against the Group's obligations under the loan arrangement. Due to the recent volatility in the crypto markets, the Directors have reassessed the Company's capacity to refinance the original loan. The Directors have therefore taken the decision to transfer the equity interest back to the original loan holder with negligible financial impact to the Group. The Directors continue to believe that blockchain technology and non-fungible tokens (NFTs) will increasingly have an impact on the holding and distribution of copyrights in the medium and long term and the Group continues to have an option to invest into the new Napster venture.  It is beneficial to the Group to be able to take a little more time to assess the landscape and determine what level of participation might be achievable whilst also taking stock of other opportunities that are being presented in this space.
11	Notice of AGM and Posting of Annual Report The Company's Annual General Meeting ("AGM") will be held virtually on 27 July 2022 at 9:30am. The Company's Annual Report and Accounts and Notice of AGM will be published on the Company's website shortly.

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