Interim Results
Summary by AI BETAClose X
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.
26 September 2025
All Things Considered Group plc
("ATC", the "Company" or the "Group")
Interim Results for the six months ended 30 June 2025
Strong progress driven by strategic acquisitions and organic growth
The Board of All Things Considered Group plc (AQSE: ATC), the independent music company housing talent management, live booking, merchandising, talent services and events, is pleased to announce its unaudited interim results for the six months ended 30 June 2025 ("H1 2025").
Financial Highlights
|
Key Statistics |
H1 2025 £'000 Unaudited |
H1 2024 £'000 Unaudited |
FY 2024 £'000 Audited |
|
Revenue |
22,067 |
19,594 |
50,853 |
|
Adjusted operating EBITDA1 |
(924) |
(212) |
1,626 |
|
|
|
|
|
|
Loss for the period after tax |
(2,346) |
(1,261) |
(270) |
|
Cash and cash equivalents |
11,559 |
11,293 |
9,662 |
|
|
|
|
|
|
Basic earnings per share (pence) |
(10.74) |
(8.01) |
(3.78) |
|
· |
Group revenue increased by 13% to £22.1m (H1 2024: £19.6m) driven by continued organic growth and strategic acquisitions. This strong performance was delivered despite a number or our major artists being off-cycle for touring, highlighting the resilience and breadth of our diversified revenue base.
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|
o |
Artist Representation up 36% to £5.0m (H1 2024: £3.7m) - ATC Management, Raw Power Management, ROAM (previously ATC Live) and Easy Life Group2
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|
o |
Live Events and Experiences up 239% to £1.5m (H1 2024: £0.5m) - Joy Group including Concorde 23 and Volks4
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|
o |
The Services segment reported revenues of £15.4m in H1 2025 (H1 2024: £15.4m) - Sandbag, ATC Media, Circa, Driift. Performance in this division is typically weighted towards the second half of the year, and the business continues to demonstrate strong fundamentals, deepening client engagement and underpinning growth across the wider Group.
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|
· |
Adjusted operating EBITDA loss of £0.9m (H1 2024: loss of £0.2m), reflecting continued investment in artist management and Group services. In particular, the Group has been focussed in delivering a more integrated structure that will support future growth and deliver innovative fan engagement through the use of improved data analytics.
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· |
Revenue and profits are traditionally weighted towards the second half of the year, reflecting the seasonal timing of our core activities, including major events, festivals and touring.
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|
|
· |
Loss after tax of £2.3m (H1 2024: loss of £1.3m), driven by increased investment in headcount and infrastructure to support future growth, acquisition-related and finance costs, and the timing of touring and events, with many of our major artists off-cycle in H1.
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|
|
· |
Group net cash (including client funds) of £11.6m (H1 2024: £11.3m). Cash balances (excluding client funds) were £4.1m at 30 June 2025 (H1 2024: £6.3m). |
|
Operational Highlights
|
· |
Expanded market reach and enhanced service offering through strategic acquisitions, including full ownership of Driift Holdings Limited in February 2025, a majority stake in two established Brighton music venues, and a 75% controlling interest in a music management and record label (Easy Life Group).
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|
· |
Successfully grew the recently added Live Events and Experiences segment with the addition of two new venues in Brighton, the delivery of a number of large scale outdoor events in the city and the launch of Hamlet Hail to the Thief, our co-production with the Royal Shakespeare Company.
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· |
Our integrated service model continues to drive commercial momentum. We are now engaged with circa 900 artist clients across a range of activities. In the six months under review, we saw a rise from 36 to 65 artists now using multiple Group services, an 81% increase in cross-service revenue compared to prior period. This pattern has continued into the second half of 2025 and is a key facet of future organic growth. |
Post period end, current trading and outlook
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· |
The Board expects a strong Group performance for the six months ended 31 December 2025 ("H2 2025"), aligned with the typical second-half weighting of the business.
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· |
Recent announcement of the unification of ATC Live (our live agency business) and its North American partner business, Arrival Artists, to form a new global agency, ROAM. With offices in London, New York, Los Angeles, Chicago, Paris and Glasgow, ROAM now represents more than 800 artists and is supported by a team of over 80 staff, making it the largest independent booking agency and the fifth largest booking agency worldwide.
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· |
Strategic focus remains on driving revenue growth, improving profitability and streamlining operations with increasing synergies and operational efficiencies across the Group.
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Continued investment in integrated talent management, fan engagement, and the co-creating of new IP through live events and partnerships is set to support continued growth into 2026 and beyond.
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A robust financial position, with positive cash balances, a strong pipeline, and growing visibility of activity, underpinning the Board's confidence in ongoing growth. |
1 Adjusted operating EBITDA is a non-statutory performance measure, as displayed in the consolidated statement of comprehensive income, and is defined as the operating result before depreciation, amortisation, impairment, exceptional items and share-based payment charge.
2 ATC acquired a 75% majority interest in Easy Life Entertainment Limited with effect from 1 April 2025, a group consisting of Real Life Management, Easy Life Records and Turn the Page PR.
3 ATC acquired an 80% controlling interest in Concorde 2 with effect from 5 March 2025.
4ATC acquired a 60% controlling interest in Volks with effect from 27 February 2025.
Adam Driscoll, CEO of All Things Considered Group plc, commented:
"The structural growth drivers in our market remain strong, and the Board and I are increasingly confident in the outlook for 2025 and beyond. We are pleased to report a strong revenue growth in the first half, with positive trading momentum and strategic progress aligned with our vision of building a full-service, artist first music business.
The acquisitions of Concorde2, Volks and Easy Life Group were key steps in our ambition to diversify our offering and foster deeper connections between artists and fans. The recent launch of ROAM, unifying ATC Live and its partner North American agency Arrival, has created the 5th largest global music agency. This, alongside organic growth and continued execution of our M&A strategy, has enabled us to expand our footprint and welcomed new talent - ensuring we maintain a robust platform as we scale.
The music industry continues to evolve, driven by changing consumer preferences and a growing demand for immersive, direct-to-fan experiences. Our integrated services model places us as the centre of this shift, enabling artists to grow their audiences and careers with greater control and transparency and to communicate more directly and effectively with their fans.
The second half of the year is progressing well and we are energised by the opportunities ahead and encouraged by the progress made to date. With strong momentum, a focused management team with a clear strategy, and a robust financial position, the Group is well positioned to deliver sustained, long-term growth and continue creating meaningful value for artists, fans and stakeholders."
Contacts:
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ATC Group Adam Driscoll, CEO Deborah Lovegrove, CFO
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Via Alma |
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Allenby Capital Limited - AQSE Corporate Adviser and Broker Jeremy Porter/Piers Shimwell/Ashur Joseph - Corporate Finance Matt Butlin - Equity Sales & Corporate Broking
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+44(0)20 3328 5656 |
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Alma Strategic Communications - Financial PR Hilary Buchanan/Justine James/Will Merison |
+44(0)20 3405 0205 |
Notes to Editors
ATC Group is an independent music business company operating internationally with strong business focus in the key commercial areas of music artist's business. The Group encompasses direct artist representation in the form of management and live representation, merchandising, music promotion, livestreaming and a range of other music services. The Group is headquartered in London, with offices in the key industry hubs of Los Angeles and New York, and also in Europe.
The Group's key businesses are structured into segments that reflect the growing range of the Group's activities:
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· |
Artist Representation - (ATC Management - Europe and USA, ROAM - previously ATC Live, Raw Power Management, Easy Life) |
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· |
Services - including merchandising and e-commerce, promotion, placement and technology solutions (Sandbag, ATC Media, Circa, Driift) |
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Live Events and Experiences - including ticketing and venues (ATC Experience, Joy Entertainment Group, Live X) |
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Rights - ATC Rights Limited, Polyphonic Limited |
For more information see: www.atcgroupplc.com
CEO Review
Overview
The six-month period to 30 June 2025 has once again seen significant progress across the Group, as we continue to execute on our ambition to build a fully integrated, globally scalable music representation and services business. Our focus remains firmly on delivering creative and commercial value for artists while driving operational efficiency and disciplined capital deployment.
Over the past four years, we have firmly established the Group's position in the artist management and live agency space, while simultaneously expanding into adjacent services that are critical to delivering both the creative and commercial ambitions of our artists. This includes merchandising, brand partnerships, digital marketing, and, increasingly, the conception and production of live experiences. Given that nearly half of global music industry revenues are now generated through live events, this has become an important pillar of our long-term strategy.
The integrated suite of services that we can now offer to our artist client base is also key to future growth. The economic models of the music industry are in a state of substantial evolution with the opportunity to foster a direct relationship between the artist and the fan becoming an ever more important facet of revenue growth. That direct relationship needs to be serviced through strong representation in management and live alongside the ability to deliver commercial offerings at scale. The Group is now made up of a compelling set of interlocking businesses that can unite talent, data, fans and experiences. Unifying the fragmented data sets that are created from the multiple ways in which a fan engages with an artist will enable us to better service both parties and drive improved commercial outcomes.
During the first half of 2025, we completed two strategic acquisitions that expand our capabilities across the live and artist representation value chain:
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Concorde 2 and Volks, two established Brighton music venues, were acquired via a majority stake for approximately £1.5 million, significantly strengthening our venue and festival presence. |
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· |
A 75% interest in Easy Life Group Limited, a respected music management and record label company, was acquired for £0.75 million (net of £0.28 million from the disposal of an asset), enhancing our integrated service model and offering potential for operational synergies and margin uplift |
These acquisitions align with our core strategy and create enhanced opportunities for cross-service monetisation, content creation, and deeper artist partnerships. They also support our ambition to deliver sustainable earnings growth, underpinned by margin expansion and improved capital efficiency.
Teams across the Group have been equipped to cross-sell effectively between segments, helping us to unlock additional commercial opportunities across the business. This has been supported by greater use of technology to identify and track potential prospects, ensuring we are well positioned to capitalise as they arise. We are already seeing encouraging early successes, with an 81% increase in cross-sell services versus the prior period, and we remain confident that, as we bring our segments closer together, we are well placed to deliver further growth.
We continue to apply a disciplined approach to cost control and operational management, ensuring that resources are allocated to high-impact areas that directly support growth and profitability. We were delighted to welcome a number of artist managers to the Group during the period, which, coupled with consistently high employee retention, provides a strong base to execute our organic growth initiatives. Our focus remains on streamlining internal processes, enhancing productivity, and reducing inefficiencies across the Group. As we scale, operational leverage - supported by integrated technology systems and data-driven decision-making - will be critical to margin improvement and long-term sustainability. In the coming period, we will intensify efforts to automate routine workflows, optimise supply chain and touring logistics, and refine performance tracking across functions, all while avoiding additional headcount and maintaining the agility needed to respond quickly to market opportunities.
The broader music industry continues to experience structural growth, driven by digital innovation, shifting consumer behaviours, and rising global demand for music content. Goldman Sachs projects the industry will grow at a CAGR of 7.6% through to 2030, reaching $163.7 billion, up from $98.3 billion in 2023. Recorded music revenues hit $29.6 billion in 2024, up 4.8% year-on-year, while paid streaming grew 9.5%, reflecting the continued strength of digital formats. The live music sector rebounded strongly in 2024, reaching nearly $33 billion globally, with sustained demand across festivals, tours, and experiential events.
Amid this fast-evolving landscape, we are also advancing initiatives in data, technology, and audience engagement, exploring how AI, analytics, and platform partnerships can enhance artist discovery, licensing, and fan monetisation. Our model is inherently diversified, and we remain well positioned to capitalise on both organic and inorganic growth opportunities in the second half and beyond.
Looking ahead, we expect performance to strengthen through H2 2025, in line with the seasonal nature of the business and increased activity across festivals, touring, and live events. We remain confident in the Group's strategic direction and operational execution.
Our priorities are clear: to drive long-term value through disciplined cost and capital management, strategic investment in high-potential areas, and continued innovation across a growing global music economy.
Artist Representation
Revenue in the Artist Representation division increased by 36% to £5.0 million in H1 2025 (H1 2024: £3.7 million), reflecting the successful execution of our strategic acquisition programme. This year-on-year growth was primarily driven by the timing of key acquisitions, with Raw Power Management acquired in May 2024 and Easy Life Group acquired in April 2025, both now contributing to our expanded artist roster and service capabilities. These acquisitions align with our broader Group strategy to build a comprehensive artist services platform through selective partnerships with established industry players. Looking ahead, we anticipate the touring and festivals line of business will demonstrate its characteristic seasonal strength in H2 2025, consistent with the Group's historical weighting patterns, as the summer festival circuit and major touring campaigns typically generate the majority of live revenue in the second half of the year.
Industry awards and recognition validate the quality and impact of our work, enhance our credibility with artists and partners, and strengthen ATC's reputation as a leader in the global music industry. A selection of Awards & Recognition from the period include:
Awards & Recognition:
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· |
Bury Tomorrow were awarded Best Live Act at the Heavy Music Awards, Europe's largest alternative music awards ceremony - further recognition of our artists' growing impact on the international live scene. |
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· |
Nick Cave was honoured with The Ordre des Arts et des Lettres, France's highest cultural distinction, recognising his global contribution to the arts - joining past recipients such as Bob Dylan and Cate Blanchett. |
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· |
Craig Jennings of Raw Power Management was named MiCannes Music Manager of the Year, a prestigious recognition for his vision, leadership and passion in artist development. |
|
· |
Jordan Adetunji was featured on the cover of Rolling Stones UK and is recognised as the next generation of talent by Forbes Under 30 Europe 2025. |
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· |
Bring Me The Horizon achieved a career milestone, playing to the largest festival audiences of their career to date at Germany's Rock am Ring and Rock im Park, and headlining Reading and Leeds Festival in August. |
Live Events and Experiences
Revenue in the Live Events and Experiences division grew substantially from £0.4 million in H1 2024 to £1.5 million in H1 2025, primarily driven by the acquisition of Joy Group in February 2024, which has expanded our operational capabilities in the live entertainment sector. As anticipated, the majority of live events revenue is weighted toward H2 2025, with music festivals and major touring activities concentrated in the second half of the year. In July 2025, post period end, Joy contributed £1.6 million to H2 2025 revenues following the successful delivery of the On the Beach Music festival events in Brighton, demonstrating the division's execution capabilities in large-scale event production. Operating within the live entertainment and music sector, Joy has been further strengthened through the Group's strategic investments in two music venues located in Brighton - Concorde 2 and Volks - which have significantly enhanced our position in the live venue and festival market while expanding our physical footprint. These venue acquisitions enable us to leverage comprehensive data and market intelligence across the music value chain.
ATC Experience launched its first major project, 'Hamlet Hail To The Thief' to critical acclaim in Manchester and Stratford upon Avon. The production is a radical, genre-defying reinterpretation of Shakespeare's classic, underscored by a powerful new score inspired by Radiohead. The production played to 98% ticket capacity, the highest at the RSC in a decade, and achieved 92% of gross financial capacity, also a ten-year high for the Royal Shakespeare Theatre in Stratford. With an average ticket yield of £48, the highest ever recorded at the venue, the show not only exceeded financial expectations but also demonstrated strong pricing power, reaching premium ticket levels of £90 while maintaining accessible entry prices. Notably, over 53% of ticket buyers were new to the RSC, underscoring the production's success in attracting new and diverse audiences.
The project illustrates our capacity to co-create artistically bold, culturally resonant work that drives both audience engagement and commercial returns. It also highlights the value of cross-sector collaboration and IP development within the live entertainment space.
We are now in discussions regarding future presentations of that production in 2026 and beyond at a number of locations around the world.
Services
Revenue in the Service division were flat at £15.4m in H1 2025 (H1 2024: £15.4m) with growth tempered by reduced touring activity during the period. Performance in this division is typically weighted towards the second half of the year, and the business continues to demonstrate strong fundamentals, deepening client engagement and underpinning growth across the wider Group.
The Services segment continues to provide a strategically important growth pillar. In addition to providing a strong revenue contributor, the Services division enriches the Group's integrated offering through market intelligence, supports direct artist-to-fan connections, drives cross-divisional synergies, and positions the Group for long-term strategic leadership in the evolving music industry. We continue to see good levels of uptake of our merchandising offering from clients within the Group, contributing to a strong cross-selling performance, whilst also opening up opportunities in new markets previously not served by the Group. Following the integration of the Sandbag acquisition, the Group is focused on driving improved efficiencies and using improved technology to build this segment into a foundational 'data hub' for the wider business.
Current Trading and Outlook
The second half of the year presents a strong opportunity to build on the strategic and commercial progress made in H1 2025. Our business is inherently cyclical, with a significant proportion of live events, touring, and festivals concentrated in the latter half of the year. This seasonal upswing provides a well-timed opportunity to drive revenue growth, deepen artist engagement, and maximise returns from our event pipeline. A focused management team, combined with an emphasis on operational efficiency, will ensure we continue to scale sustainably while delivering value across our integrated service model.
With a healthy roster of upcoming festivals, tours, and brand-led music events, we are confident in our ability to capitalise on audience demand, support artist ambitions, and maintain momentum to the year-end. We are also actively evaluating corporate growth opportunities - both organically and through acquisition - that align with our strategic focus on deepening our footprint across live entertainment, rights management, and adjacent creative sectors.
The recent announcement of the unification of ATC Live (our live agency business) and its North American partner business, Arrival Artists, to form a new global agency, ROAM, demonstrates the continued drive to position the Group as a leading global independent music business. With offices in London, New York, Los Angeles, Chicago, Paris and Glasgow, ROAM now represents more than 800 artists for their live activity and is supported by a team of over 80 staff, making it the largest independent booking agency and the fifth largest booking agency worldwide.
The first half of 2025 and the post balance sheet period have been a time of substantial development. The Group is now just starting to see the clear benefits of its strategy as artists engage ever more deeply with our range of service offerings. I would like to thank everyone across the Group for their continued hard work and dedication.
As reported in our FY24 trading and corporate update, the Board of ATC Group continues to consider moving the public quotation for trading in its shares to a market operated by the London Stock Exchange. This remains under active review in response to the Group's growth and shareholder interest in improved liquidity. We believe such a move could support the Group's long-term growth ambitions and enhance its visibility in the capital markets. Further updates will be provided as appropriate.
Adam Driscoll
Chief Executive Officer
26 September 2025
CFO review
Overview
Adjusted operating EBITDA was lower in H1 2025 compared to H1 2024, reflecting the impact of a quieter touring period, with a number of major acts off-cycle in the current year. The business follows a seasonal pattern, with significant revenue driven by live performances and touring. Financial performance is expected to strengthen in H2 2025, supported by increased activity across festivals, events, live experiences, and confirmed tours. Despite the loss recorded in the first half, revenue grew year-on-year, partly driven by acquisitions, and overall performance remains in line with expectations.
Performance comparisons are shown below:
|
Revenue |
Six months ended 30 June 2025 £'000 Unaudited |
Six months ended 30 June 2024 £'000 Unaudited |
FY24 £'000 Audited |
|
Artist representation |
5,046 |
3,706 |
11,395 |
|
Services |
15,443 |
15,441 |
35,873 |
|
Live Events and Experiences Rights |
1,516 62 |
447 - |
3,046 539 |
|
Total revenue |
22,067 |
19,594 |
50,853 |
|
Adjusted Operating EBITDA: Artist representation |
14 |
366 |
2,554 |
|
Services |
(66) |
(136) |
328 |
|
Live Events and Experiences |
(150) |
(143) |
(397) |
|
Rights |
36 |
- |
104 |
|
Central costs |
(758) |
(299) |
(963) |
|
Total Adjusted operating EBITDA |
(924) |
(212) |
1,626 |
|
Depreciation, amortisation and impairment |
(880) |
(587) |
(1,613) |
|
Share-based payment charge |
(11) |
(119) |
(41) |
|
Exceptional items |
(325) |
(99) |
(173) |
|
Share of results of associates and JVs Net finance costs and tax |
(11) (195) |
(171) (73) |
(224) 155 |
|
Loss for the period after tax |
(2,346) |
(1,261) |
(270) |
Revenue
The Group's revenue increased year-on-year, from £19.6m in H1 2024 to £22.1m in H1 2025, representing a solid year-on-year increase despite strong comparators in the prior year, when a number of our major acts were in their touring cycles. This performance reflects the strength of our diversified business model, the contribution or recent acquisitions, and continued momentum across our core segments. The growth is primarily due to the following factors:
Artist Representation
The revenue of our Artist Representation segment increased by 36% from £3.7 million in H1 2024 to £5.0 million in H1 2025, attributable mainly to the following:
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Raw Power Management (RPM): RPM delivered revenue growth of 117%, increasing from £0.6m in H1 2024 to £1.3m in H1 2025. However, this growth is partially distorted by the timing of the acquisition, with H1 2025 reflecting a full six months of revenue compared to just two months in H1 2024, following the acquisition in May 2024. |
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ATC Live: ATC Live generated £1.3m revenue in H1 2025, compared to £1.1m in H1 2024, an increase of 18%, reflecting the successful expansion of the client roster and the onboarding of new agents and high-profile talent. |
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Easy Life Group: the acquisition of Easy Life Group in April 2025 contributed £0.1m to H1 2025 (H1 2024: nil). This strategic acquisition has not only boosted revenue but also brings strategic opportunities to cross-sell additional integrated services across an enlarged customer base, further enhancing long-term value for the business. |
Services
Revenue in our Services segment increased marginally by 0.6% from £15.4m in H1 2024 to £15.4m in H1 2025, with growth tempered by reduced touring activity during the period. The Services segment remains a strategically important growth pillar, forming a core part of our integrated offering and enabling direct artist-to-fan engagement. We continue to invest in this area while driving efficiencies and unlocking synergies to enhance long-term returns.
Live Events and Experiences
Live Events and Experiences revenue grew from £0.4m in H1 2024 to £1.5m in H1 2025, driven by the following:
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The acquisition of Joy entertainment group (Joy) in February 2024 contributed revenue of £1.5m in H1 2025 (H1 2024: £0.4m). |
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In July 2025, post period end, Joy contributed £1.6m to H2 2025 revenues following the successful delivery of festival activities in Brighton. Operating within the live entertainment and music sector, Joy has been further strengthened through the Group's strategic investments in two music venues located in Brighton, Concorde 2 and Volks. These acquisitions have significantly enhanced the Group's position in the live venue and festival market, expanding our physical footprint and enabling us to leverage data and insights across the music value chain. This supports intelligent, demand-led bookings and reflects shifting consumer preferences - making a milestone in our long-term growth strategy and further positioning the Group for sustained success and long-term value creating for shareholders. |
Central costs
Central costs, comprising administrative and overhead expenses of the Group's central services division (see Note 4), increased to £907k in H1 2025 (H1 2024: £504k). The increase reflects continued investment in developing and scaling the Group's integrated services model. This planned expenditure is consistent with our strategic objective of building a fully integrated artist-to-fan proposition and is expected to support the unlocking of future revenue streams and margin-enhancement opportunities.
Adjusted performance measures
The Group uses adjusted measures as key performance indicators, in addition to those reported under IFRS, as they are more representative of the underlying performance of the business and enable comparability between periods. These adjusted measures exclude certain non-operational and exceptional items and have been consistently applied in all years presented.
Adjusted operating EBITDA
Adjusted operating EBITDA is a non-statutory performance measure that the Group monitors closely as part of its management reporting function. It is defined as the operating result before interest, tax, depreciation, amortisation, impairment, exceptional costs and before the share of results of associates and joint ventures.
The adjusted profit measures can be reconciled to the reported statutory numbers as follows:
|
|
Six months ended 30 June 2025 £'000 Unaudited |
Six months ended 30 June 2024 £'000 Unaudited |
FY24 £'000 Audited |
|
Operating loss |
(2,140) |
(1,017) |
(201) |
|
Depreciation and amortisation and impairment |
880 |
587 |
1,613 |
|
Share-based payment charge |
11 |
119 |
41 |
|
Exceptional items |
325 |
99 |
173 |
|
Adjusted operating EBITDA |
(924) |
(212) |
1,626 |
Adjusted operating EBITDA for H1 2025 was a loss of £0.9m (H1 2024: loss of £0.2m), in line with expectations and reflecting the seasonal nature of the business, with H1 typically a quieter period. The prior year benefited from major touring activity by key artists. Performance is expected to strengthen in H2 2025, driven by increased activity across festivals, live events, and touring.
Adjusted operating profit was impacted by exceptional costs of £325k (H1 2024: £99k), primarily related to recent acquisitions, along with severance costs as part of ongoing efforts to drive synergies, streamline operations, and improve efficiency across the Group.
Cash flow and net cash (debt)
As at 30 June 2025, the Group reported net cash of £3.5m after current debt (30 June 2024: £4.9m), and a net cash deficit of £4.2m after both current and non-current debt (30 June 2024: net cash of £2.1m). Detailed movements are set out in the cash flow statement. The Group's own funds have decreased by £3.6 million since 31 December 2024, despite the receipt of £4.0 million of new borrowings. The reduction reflects adverse movements in working capital, which are timing related. In addition, funds raised have been deployed to support strategic investments, including the acquisition of subsidiaries (£1.75 million) and the purchase of a new venue in Brighton (£0.55 million), strengthening the Group's portfolio and growth prospects. The Group continues to maintain a strong liquidity position, with the additional funding providing flexibility to support further acquisitions and long-term growth initiatives. Long-term borrowings increased following the funding received from an independent third party to support acquisitions, while long-term lease liabilities rose as a result of a new lease arrangement for the Group's London office.
|
|
At 30 June 2025 £'000 Unaudited |
At 30 June 2024 £'000 Unaudited |
At 31 December 2024 £'000 Audited |
|
Cash and cash equivalents |
11,559 |
11,293 |
9,662 |
|
Funds held on behalf of clients |
(7,449) |
(4,963) |
(1,912) |
|
Own funds |
4,110 |
6,330 |
7,750 |
|
Short-term debt: |
|
|
|
|
Borrowings |
(223) |
(1,173) |
(635) |
|
Right of use lease liabilities |
(442) |
(276) |
(394) |
|
Net cash after current debt |
3,445 |
4,881 |
6,721 |
|
Non-current borrowings: |
|
|
|
|
Bank loans and borrowings |
(4,911) |
(1,072) |
(935) |
|
Lease liabilities |
(2,720) |
(1,697) |
(1,710) |
|
Net cash/(debt) after current and non-current debt |
(4,186) |
2,112 |
4.076 |
Earnings Per Share
|
|
Six months ended 30 June 2025 £'000 Unaudited |
Six months ended 30 June 2024 £'000 Unaudited |
FY24 £'000 Audited |
|
Loss attributable to owners of parent company |
(1,776) |
(1,238) |
(604) |
|
Basic and diluted number of shares in issue |
16,542 |
15,452 |
15,997 |
|
Earnings per share |
Pence |
Pence |
Pence |
|
Basic and diluted loss per share |
(10.74) |
(8.01) |
(3.78) |
|
Basic and diluted loss per share (Continuing activities) |
(10.74) |
(8.01) |
(3.78) |
Basic earnings per share is calculated by dividing the 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.
Where a loss has been recorded the effect of options is not dilutive and therefore the basic and diluted figure is the same.
Dividend policy
The Board remains committed to a capital allocation policy that prioritises investment in the business to drive long-term growth, both organic and through targeted acquisitions. The Board believes that the opportunities ahead of us are significant. As a result, the Board does not anticipate paying a dividend in the near term as its prioritises its strategy for growth but will keep this under review in the future.
Going Concern
The accounts have been prepared on a going concern basis. The Board has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, based on the projections for at least twelve months from the date of approval of the interim accounts.
Deborah Lovegrove
Chief Financial Officer
26 September 2025
Consolidated statement of profit and loss and other comprehensive income for the six months ended
30 June 2025
|
|
Note |
Six months ended 30 June 2025 £'000 Unaudited |
Six months ended 30 June 2024 £'000 Unaudited |
FY24 £'000 Audited |
|
Revenue |
4 |
22,067 |
19,594 |
50,853 |
|
Cost of sales |
|
(14,769) |
(13,949) |
(35,484) |
|
Gross profit |
|
7,298 |
5,645 |
15,369 |
|
Other operating income |
|
80 |
95 |
255 |
|
Administrative expenses |
|
(8,302) |
(5,952) |
(13,998) |
|
Share-based payments |
|
(11) |
(119) |
(41) |
|
Depreciation, amortisation and impairment |
5 |
(880) |
(587) |
(1,613) |
|
Exceptional items |
6 |
(325) |
(99) |
(173) |
|
Operating loss |
|
(2,140) |
(1,017) |
(201) |
|
Share of results of associates and joint venture Finance income Finance charges |
12
|
(11) 40 (243) |
(171) 12 (80) |
(224) 461 (145) |
|
Loss before tax |
|
(2,354) |
(1,256) |
(109) |
|
Taxation expense |
|
8 |
(5) |
(161) |
|
Loss for the year after tax |
|
(2,346) |
(1,261) |
(270) |
|
Other comprehensive income: Items that will not be reclassified to profit and loss Revaluation of unlisted investments Currency translation differences and others |
|
- (82) |
- (66) |
1 (44) |
|
Total other comprehensive income |
|
(82) |
(66) |
(43) |
|
Total comprehensive income for the year |
|
(2,428) |
(1,327) |
(313) |
|
Loss for the year attributable to: - Parent company |
|
(1,776) |
(1,238) |
(604) |
|
- Non-controlling interests |
|
(570) |
(23) |
334 |
|
|
|
(2,346) |
(1,261) |
(270) |
|
|
|
|
|
|
|
Total comprehensive income for the year is attributable to: |
|
|
|
|
|
- Parent company |
|
(1,858) |
(1,304) |
(647) |
|
- Non-controlling interests |
|
(570) |
(23) |
334 |
|
|
|
(2,428) |
(1,327) |
(313) |
|
Profit/(loss) per share: |
Note |
Total Pence |
Total Pence |
Total Pence |
|
Basic and diluted (pence) |
7 |
(10.74) |
(8.01) |
(3.78) |
All amounts relate to continuing activities.
Non-GAAP metric - adjusted operating EBITDA
|
|
|
Six months ended 30 June 2025 £'000 Unaudited |
Six months ended 30 June 2024 £'000 Unaudited |
FY24 £'000 Audited |
|
Operating loss |
|
(2,140) |
(1,017) |
(201) |
|
Depreciation, amortisation and impairment |
|
880 |
587 |
1,613 |
|
Share-based payment charge |
|
11 |
119 |
41 |
|
Exceptional items |
|
325 |
99 |
173 |
|
Adjusted operating EBITDA[**] |
|
(924) |
(212) |
1,626 |
[** Adjusted operating EBITDA, which is defined as operating profit before depreciation, amortisation, impairment, exceptional items and share-based payment charge, is a non-GAAP metric used by management and is not an IFRS disclosure.]
Consolidated statement of financial position as at 30 June 2025
|
|
Note |
At 30 June 2025 £'000 Unaudited |
At 30 June 2024 £'000 Unaudited |
At 31 December 2024 £'000 Audited |
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
|
9,555 |
7,457 |
7,306 |
|
Property, plant and equipment |
|
3,682 |
2,195 |
2,320 |
|
Investments |
|
177 |
645 |
471 |
|
Total non-current assets |
|
13,414 |
10,297 |
10,097 |
|
Current assets |
|
|
|
|
|
Inventories |
|
897 |
1,002 |
896 |
|
Trade and other receivables |
|
10,906 |
6,732 |
8,181 |
|
Cash and cash equivalents |
10 |
11,559 |
11,293 |
9,662 |
|
Total current assets |
|
23,362 |
19,027 |
18,739 |
|
Total assets |
|
36,776 |
29,324 |
28,836 |
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Trade and other payables |
11 |
22,116 |
17,116 |
15,816 |
|
Income tax payable |
|
705 |
311 |
493 |
|
Borrowings |
|
223 |
1,173 |
635 |
|
Lease liabilities |
|
442 |
276 |
394 |
|
|
|
23,486 |
18,876 |
17,338 |
|
Non-current liabilities |
|
|
|
|
|
Bank loans and borrowings |
|
4,911 |
1,072 |
935 |
|
Other creditors |
|
- |
- |
- |
|
Deferred tax liability |
|
989 |
692 |
913 |
|
Lease liabilities |
|
2,720 |
1,697 |
1,710 |
|
Financial instrument - put and call option |
|
846 |
1,231 |
846 |
|
Total non-current liabilities |
|
9,466 |
4,692 |
4,404 |
|
Total liabilities |
|
32,952 |
23,568 |
21,742 |
|
Net assets |
|
3,824 |
5,756 |
7,094 |
|
Equity |
|
|
|
|
|
Share capital |
|
165 |
163 |
165 |
|
Share premium |
|
10,261 |
10,063 |
10,261 |
|
Merger reserve |
|
2,884 |
2,884 |
2,884 |
|
Share-based payment reserve |
|
52 |
119 |
41 |
|
Currency translation reserve |
|
(145) |
(105) |
(86) |
|
Retained deficit |
|
(10,445) |
(7,930) |
(7,325) |
|
Equity attributable to the shareholders of the parent company |
|
2,772 |
5,194 |
5,940 |
|
Non-controlling interests |
|
1,052 |
562 |
1,154 |
|
Total equity |
|
3,824 |
5,756 |
7,094 |
Consolidated statement of changes in equity for the six months ended 30 June 2025
|
|
Share capital £'000 |
Share premium £'000 |
Share-based payment reserve £'000 |
Merger reserve £'000 |
Currency translation reserve £'000 |
Retained deficit
£'000 |
Total £'000 |
Non-controlling interests £'000 |
Total equity/ (deficit) £'000 |
|
At 1 January 2025 |
165 |
10,261 |
41 |
2,884 |
(86) |
(7,325) |
5,940 |
1,154 |
7,094 |
|
Loss for the period |
- |
- |
- |
- |
- |
(1,776) |
(1,776) |
(570) |
(2,346) |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Currency translation differences on overseas subsidiaries and others |
- |
- |
- |
- |
(59) |
- |
(59) |
(23) |
(82) |
|
Total comprehensive income for the year |
- |
- |
- |
- |
(59) |
(1,776) |
(1,835) |
(593) |
(2,428) |
|
Share based payment charge |
- |
- |
11 |
- |
- |
- |
11 |
- |
11 |
|
Additions from business combinations |
- |
- |
- |
- |
- |
(1,299) |
(1,299) |
437 |
(862) |
|
Other movements |
- |
- |
- |
- |
- |
(45) |
(45) |
54 |
9 |
|
At 30 June 2025 |
165 |
10,261 |
52 |
2,884 |
(145) |
(10,445) |
2,772 |
1,052 |
3,824 |
|
At 1 January 2024 |
141 |
7,810 |
- |
2,884 |
(33) |
(6,698) |
4,104 |
1,153 |
5,257 |
|
Loss for the period |
- |
- |
- |
- |
- |
(1,238) |
(1,238) |
(23) |
(1,261) |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Currency translation differences on overseas subsidiaries and others |
- |
- |
- |
- |
(66) |
- |
(66) |
- |
(66) |
|
Total comprehensive income for the year |
- |
- |
- |
- |
(66) |
(1,238) |
(1,304) |
(23) |
(1,327) |
|
Issue of shares |
22 |
2,253 |
- |
- |
- |
- |
2,275 |
- |
2,275 |
|
Share based payment charge |
- |
- |
119 |
- |
- |
- |
119 |
- |
119 |
|
Dividends paid to non-controlling interests |
- |
- |
- |
- |
- |
- |
- |
(210) |
(210) |
|
Additions from business combinations |
- |
- |
- |
- |
- |
- |
- |
(368) |
(368) |
|
Other movements |
- |
- |
- |
- |
(6) |
6 |
- |
10 |
10 |
|
At 30 June 2024 |
163 |
10,063 |
119 |
2,884 |
(105) |
(7,930) |
5,194 |
562 |
5,756 |
|
At 1 January 2024 |
141 |
7,810 |
- |
2,884 |
(33) |
(6,698) |
4,104 |
1,153 |
5,257 |
|
Profit/(loss) for the period |
- |
- |
- |
- |
- |
(604) |
(604) |
334 |
(270) |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Currency translation differences on overseas subsidiaries and others |
- |
- |
- |
- |
(53) |
- |
(53) |
- |
(53) |
|
Total comprehensive income for the year |
- |
- |
- |
- |
(53) |
(604) |
(657) |
334 |
(323) |
|
Issue of shares |
24 |
2,545 |
- |
- |
- |
- |
2,569 |
- |
2,569 |
|
Share issue costs |
- |
(94) |
- |
- |
- |
- |
(94) |
- |
(94) |
|
Share based payment charge |
- |
- |
41 |
- |
- |
- |
41 |
- |
41 |
|
Dividends paid to non-controlling interests |
- |
- |
- |
- |
- |
- |
- |
(342) |
(342) |
|
Dividends paid to an associated company |
- |
- |
- |
- |
- |
(55) |
(55) |
- |
(55) |
|
Additions from business combinations |
- |
- |
- |
- |
- |
- |
- |
(35) |
(35) |
|
Other movements |
- |
- |
- |
- |
- |
32 |
32 |
44 |
76 |
|
At 31 December 2024 |
165 |
10,261 |
41 |
2,884 |
(86) |
(7,325) |
5,940 |
1,154 |
7,094 |
Consolidated cash flow statement for the six months ended 30 June 2025
|
|
Note |
Six months ended 30 June 2025 £'000 Unaudited |
Six months ended 30 June 2024 £'000 Unaudited |
FY24 £'000 Audited |
|
Cash flows from operating activities Loss for the year |
|
(2,346) |
(1,261) |
(270) |
|
Adjustments for: |
|
|
|
|
|
Tax charge/(credit) |
|
(8) |
5 |
161 |
|
Finance costs |
|
243 |
80 |
145 |
|
Finance income |
|
(40) |
(12) |
(76) |
|
Fair value adjustment to put and call option |
|
- |
- |
(385) |
|
(Profit)/Loss of disposal of property, plant and equipment |
|
6 |
(3) |
- |
|
Provision for inventory obsolescence |
|
185 |
- |
- |
|
Depreciation of property, plant and equipment |
5 |
375 |
263 |
569 |
|
Amortisation |
5 |
442 |
324 |
764 |
|
Impairment |
5 |
63 |
- |
280 |
|
Share-based payment |
|
11 |
119 |
41 |
|
Share of results of associates and joint ventures |
|
11 |
171 |
224 |
|
Cash flows from operating activities before changes in working capital |
|
(1,058) |
(314) |
1,453 |
|
Increase in trade and other receivables |
|
(2,871) |
(1,578) |
(3,339) |
|
Increase in inventories |
|
(187) |
(239) |
(132) |
|
Increase/(decrease) in trade and other payables - funds held on behalf of clients |
|
4,525 |
2,639 |
(405) |
|
Increase/(decrease) in trade and other payables - others |
|
914 |
(1,777) |
253 |
|
Cash generated from/(used in) operations |
|
1,323 |
(1,269) |
(2,170) |
|
Interest paid |
|
(243) |
(80) |
(145) |
|
Tax paid |
|
(7) |
- |
(169) |
|
Net cash flows from operating activities |
|
1,073 |
(1,349) |
(2,484) |
|
Cash flows from investing activities |
|
|
|
|
|
Purchase of property, plant and equipment and intangibles |
|
(427) |
(81) |
(10) |
|
Proceeds from disposal of property, plant and equipment |
|
275 |
3 |
- |
|
Purchase of subsidiaries (net of cash acquired) |
8 |
(1,750) |
(1,649) |
(1,774) |
|
Acquisition of venue (Volks) - asset purchase |
9 |
(550) |
- |
- |
|
Deferred consideration paid |
|
- |
(300) |
- |
|
Net amount (invested in)/withdrawn from associates and joint ventures |
|
(48) |
(70) |
20 |
|
Dividends received from associated company |
|
- |
- |
64 |
|
Interest received |
|
40 |
12 |
76 |
|
Net cash used by investing activities |
|
(2,460) |
(2,085) |
(1,624) |
|
Cash flows from financing activities |
|
|
|
|
|
Issue of equity shares - net of costs |
|
- |
2,276 |
2,475 |
|
Proceeds from issue of shares to non-controlling interests |
|
248 |
- |
- |
|
Proceeds from new borrowings |
|
4,000 |
- |
- |
|
Repayment of loans and borrowings |
|
(535) |
(193) |
(866) |
|
Dividends paid to an associated company |
|
- |
- |
(55) |
|
Dividends received/(paid) to non-controlling interests |
|
4 |
(210) |
(342) |
|
Repayment of lease liability |
|
(326) |
(126) |
(481) |
|
Net cash flows from financing activities |
|
3,391 |
1,747 |
731 |
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
2,004 |
(1,687) |
(3,377) |
|
Effect of foreign exchange rates |
|
(107) |
(9) |
50 |
|
Cash and cash equivalents at the start of the period |
|
9,662 |
12,989 |
12,989 |
|
Cash and cash equivalents at the end of the period |
|
11,559 |
11,293 |
9,662 |
Note - Cash and cash equivalents at the 30 June 2025 include restricted cash balances of £7,449,000 (at 30 June 2024: £4,963,000) held in separately designated client accounts. These funds are held on behalf of clients and are not available for general use by the Group. These balances are included within cash and cash equivalents for the purposes of the consolidated cash flow statement, in accordance with IAS 7 Statement of Cash Flows.
Notes to the Consolidated Financial Statements
1. General information
All Things Considered Group Plc was incorporated in England and Wales on 20 May 2021 as a company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales (company registration number 13411674), having its registered office at The Hat Factory, 168 Camden Street, London NW1 9PT. ATC Group is listed on the Aquis Stock Exchange in London.
2. Basis of preparation
The results for the six months ended 30 June 2025 and 30 June 2024 are unaudited. This interim report, which has neither been audited nor reviewed by independent auditors, was approved by the Board of Directors on [Date].
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 2024. 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.
3. Accounting policies
The accounting policies used in the preparation of the interim consolidated financial information for the six months ended 30 June 2025 are in accordance with the recognition and measurement criteria of IFRS and are consistent with those which were adopted in the annual financial statements for the year ended 31 December 2024.
The consolidated statement of cash flows is prepared in accordance with IAS 7 Statement of Cash Flows, using the indirect method.
Cash flows are classified into operating, investing, and financing activities. Financing cash flows primarily represent movements in borrowings and associated financing costs. Proceeds from new borrowings are presented as cash inflows under financing activities, while repayments of borrowings are presented as cash outflows.
During the period, the Group entered into a new loan facility of £4m. The cash inflow has been presented as "Proceeds from new borrowings" within financing activities in the consolidated statement of cash flows. Interest paid on borrowings is presented as operating activities and applied consistently with prior periods.
4. Segment reporting
Segmental analysis - Unaudited six months ended 30 June 2025
|
|
Artist Representation £'000 |
Services £'000 |
Live Events and Experiences £'000 |
Rights £'000 |
Central costs £'000 |
Eliminations £'000 |
Total £'000 |
|
Revenue |
5,046 |
15,443 |
1,516 |
62 |
- |
- |
22,067 |
|
Cost of Sales |
(1,236) |
(12,395) |
(1,124) |
(14) |
- |
- |
(14,769) |
|
Gross Profit |
3,810 |
3,048 |
392 |
48 |
- |
- |
7,298 |
|
Other operating income |
90 |
(164) |
14 |
(9) |
149 |
- |
80 |
|
Administrative expenses |
(3,886) |
(2,950) |
(556) |
(3) |
(907) |
- |
(8,302) |
|
Adjusted operating EBITDA |
14 |
(66) |
(150) |
36 |
(758) |
- |
(924) |
|
Depreciation, amortisation and impairment Share-based payments Exceptional items |
(289) - (25) |
(499) - (57) |
(28) - (143) |
- - - |
(64) (11) (100) |
- - - |
(880) (11) (325) |
|
Operating profit/(loss) |
(300) |
(622) |
(321) |
36 |
(933) |
- |
(2,140) |
|
Share of results of associates and joint ventures |
2 |
- |
(13) |
- |
- |
- |
(11) |
|
Finance income |
11 |
17 |
12 |
- |
- |
- |
40 |
|
Finance charges |
(112) |
(18) |
(113) |
- |
- |
- |
(243) |
|
Profit/(loss) before taxation |
(399) |
(623) |
(435) |
36 |
(933) |
- |
(2,354) |
|
Taxation |
(4) |
(12) |
24 |
- |
- |
- |
8 |
|
Profit/(loss) for the period |
(403) |
(635) |
(411) |
36 |
(933) |
- |
(2,346) |
Segmental analysis - Unaudited six months ended 30 June 2024
|
|
Artist Representation £'000 |
Services £'000 |
Live Events and Experiences £'000 |
Rights £'000 |
Central costs £'000 |
Eliminations £'000 |
Total £'000 |
|
Revenue |
3,706 |
15,441 |
447 |
- |
- |
- |
19,594 |
|
Cost of Sales |
(1,041) |
(12,533) |
(375) |
- |
- |
- |
(13,949) |
|
Gross Profit |
2,665 |
2,908 |
72 |
- |
- |
- |
5,645 |
|
Other operating income |
67 |
(177) |
- |
- |
205 |
- |
95 |
|
Administrative expenses |
(2,366) |
(2,867) |
(215) |
- |
(504) |
- |
(5,952) |
|
Adjusted Operating EBITDA |
366 |
(136) |
(143) |
- |
(299) |
- |
(212) |
|
Depreciation, amortisation and impairment Share-based payments Exceptional items |
(155) - - |
(422) - - |
(10) -
|
- -
|
- (119) (99) |
- -
|
(587) (119) (99) |
|
Operating profit/(loss) |
211 |
(558) |
(153) |
- |
(517) |
- |
(1,017) |
|
Share of results of associates and joint ventures |
2 |
(229) |
56 |
- |
- |
- |
(171) |
|
Finance income |
9 |
- |
- |
- |
3 |
- |
12 |
|
Finance charges |
(64) |
(14) |
- |
- |
(2) |
- |
(80) |
|
Profit/(loss) before taxation |
158 |
(801) |
(97) |
- |
(516) |
- |
(1,256) |
|
Taxation |
- |
(5) |
- |
- |
- |
- |
(5) |
|
Profit/(loss) for the period |
158 |
(806) |
(97) |
- |
(516) |
- |
(1,261) |
Segmental analysis - Audited year ended 31 December 2024
|
|
Artist Representation £'000 |
Services £'000 |
Live Events and Experiences £'000 |
Rights £'000 |
Central costs £'000 |
Eliminations £'000 |
Total £'000 |
|
Revenue |
11,395 |
35,873 |
3,046 |
539 |
- |
- |
50,853 |
|
Cost of Sales |
(2,787) |
(29,870) |
(2,591) |
(236) |
- |
- |
(35,484) |
|
Gross Profit |
8,608 |
6,003 |
455 |
303 |
- |
- |
15,369 |
|
Other operating income |
210 |
(333) |
1 |
(18) |
398 |
(3) |
255 |
|
Administrative expenses |
(6,264) |
(5,342) |
(853) |
(181) |
(1,361) |
3 |
(13,998) |
|
Adjusted operating EBITDA |
2,554 |
328 |
(397) |
104 |
(963) |
- |
1,626 |
|
Depreciation, amortisation and impairment Share-based payments Exceptional items |
(448) - (47) |
(1,144) - (35) |
(21) - (61) |
- - - |
- (41) (30) |
- - - |
(1,613) (41) (173) |
|
Operating profit/(loss) |
2,059 |
(851) |
(479) |
104 |
(1,034) |
- |
(201) |
|
Share of results of associates and joint ventures |
37 |
(645) |
85 |
- |
299 |
- |
(224) |
|
Finance income |
33 |
42 |
1 |
- |
385 |
- |
461 |
|
Finance charges |
(130) |
(14) |
(1) |
- |
- |
- |
(145) |
|
Profit/(loss) before taxation |
1,999 |
(1,468) |
(394) |
104 |
(350) |
- |
(109) |
|
Taxation |
(145) |
9 |
(25) |
- |
- |
- |
(161) |
|
Profit/(loss) for the year |
1,854 |
(1,459) |
(419) |
104 |
(350) |
- |
(270) |
5. Operating loss
This is stated after the following:
|
|
Six months ended 30 June 2025 £'000 Unaudited |
Six months ended 30 June 2024 £'000 Unaudited |
FY24 £'000 Audited |
|
Depreciation, amortisation and impairment |
|
|
|
|
Depreciation - owned assets |
99 |
66 |
147 |
|
Depreciation - right of use assets |
276 |
197 |
422 |
|
Depreciation - total |
375 |
263 |
569 |
|
Amortisation - customer relationships |
417 |
324 |
764 |
|
Amortisation - intangibles Impairment of goodwill |
25 63 |
- - |
- 280 |
|
Total |
880 |
587 |
1,613 |
6. Exceptional items
This is stated after the following:
|
|
Six months ended 30 June 2025 £'000 Unaudited |
Six months ended 30 June 2024 £'000 Unaudited |
FY24 £'000 Audited |
|
Termination costs |
47 |
- |
29 |
|
Business combination costs |
278 |
99 |
144 |
|
Total Exceptional costs |
325 |
99 |
173 |
During the six months ended 30 June 2025, the Group incurred costs of £325,000 (H1 2024: £99,000) classified as exceptional items. These comprise:
· Severance costs associated with a targeted restructuring programme aimed at streamlining operations and improving long-term efficiency. These costs primarily relate to one-off termination payments and related expenses for roles made redundant as part of this strategic initiative.
· Business combination costs representing legal, professional, and advisory fees incurred in connection with the Group's acquisition activities. These include due diligence, legal structuring, and transaction advisory services related to completed acquisitions and those in progress.
In line with the Group's accounting policy, these costs have been classified as exceptional items on the basis that they are non-recurring and not considered part of the Group's underlying operating performance
7. Earnings per share
|
|
Six months ended 30 June 2025 £'000 Unaudited |
Six months ended 30 June 2024 £'000 Unaudited |
FY24 £'000 Audited |
|
Loss attributable to owners of parent company |
(1,776) |
(1,237) |
(604) |
|
Basic and diluted number of shares in issue |
16,542 |
15,452 |
15,997 |
|
Earnings per share |
Pence |
Pence |
Pence |
|
Basic and diluted loss per share |
(10.74) |
(8.01) |
(3.78) |
|
Basic and diluted loss per share (Continuing activities) |
(10.74) |
(8.01) |
(3.78) |
Basic earnings per share is calculated by dividing the 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.
The weighted average number of shares in issue for the basic earnings per share calculations is 16,541,467 (H1 2024: 15,451,912).
The calculation of basic earnings per share is based on the loss for the period of £1,776,000 (H1 2024: loss of £1,237,000). Based on the weighted average number of shares in issue during the year of 16,541,467 (H1 2024: 15,451,912) the basic loss per share is 10.74p (H1 2024: loss of 8.01p).
Where a loss has been recorded the effect of options is not dilutive and therefore the basic and diluted figure is the same.
8. Business Combinations and Changes in Ownership Interests
On 7 February 2025, the Group acquired the remaining shareholding in Driift Holdings Limited ("Driift"), a provider of end-to-end livestreaming solutions within the Group's services division. This transaction increased the Group's stake from a 32.5% minority interest to full ownership (100%) of Driift for a cash consideration of £196,944. In accordance with IFRS 3 Business Combinations, the previously held equity interest of 32.5% was remeasured to its acquisition-date fair value of £127,000, which was included in the total consideration transferred. The fair value of the net assets acquired was £391,000. As the aggregate consideration was less than the fair value of the net assets acquired, a gain on bargain purchase of £67,000 was recognised in the consolidated statement of profit or loss. The acquisition provides the Group with full control over Driift, enabling it to integrate livestreaming services more closely with its events portfolio, enhance revenue opportunities, and strengthen its digital capabilities.
With effect from 5 March 2025, the Group acquired a majority interest in the Brighton-based music venue, Concorde 2. Through its subsidiary, Joy Entertainment Group Limited, ATC has increased its ownership of Concorde 2 from 10% to 80% for a consideration of £875,000.
On 1 July 2024, the Group obtained control of JTR Productions Limited ("JTR"), a UK company engaged in the provision of bar and associated services at large-scale festivals, including On the Beach in Brighton (c.80,000 capacity across two weekends annually) and Pride in the Park within the Brighton Pride Festival (c.50,000 capacity). From this date, JTR has been consolidated as a subsidiary of the Group. On 12 March 2025, the Group acquired an additional 43.7% equity interest in JTR for cash consideration of £1.322 million, increasing its ownership to 93.7%. As control had already been obtained on 1 July 2024, this transaction has been accounted for as an equity transaction in accordance with IFRS 10. No additional goodwill has been recognised. The difference between the consideration paid and the carrying value of the non-controlling interest acquired has been recognised directly in retained earnings (£1,299,000).
With effect from 1 April 2025, the Group acquired a 75% majority interest in Easy Life Entertainment ("Easy Life"), a music management and record label company for a net consideration of £1,025,000. Easy Life Entertainment consists of Real Life Management, Easy Life Records and Turn the Page PR. The consideration included the acquisition of a boat, which was subsequently sold shortly after completion for £275,000. Accordingly, the net acquisition cost was £750,000.
Details of the fair value of identifiable assets and liabilities acquired, and purchase consideration and combined goodwill at the date control passed are as follows:
|
|
Driift £'000 |
Concorde 2 £'000 |
JTR £'000 |
Easy Life £'000 |
Total £'000 |
|
Property, plant and equipment |
4 |
379 |
- |
55 |
438 |
|
Inventories |
- |
30 |
- |
- |
30 |
|
Trade and other receivables |
38 |
69 |
- |
127 |
234 |
|
Cash and cash equivalents |
1,214 |
122 |
- |
333 |
1,669 |
|
Trade and other payables |
(865) |
(204) |
- |
(715) |
(1,784) |
|
Borrowings |
- |
(46) |
- |
(53) |
(99) |
|
Non-controlling interests |
- |
(70) |
- |
(128) |
(198) |
|
Fair value adjustments: |
|
|
|
|
|
|
Intangible assets |
- |
- |
- |
765 |
765 |
|
Net identifiable assets acquired at fair value |
391 |
280 |
- |
384 |
1,055 |
|
Cash consideration |
|
|
|
|
|
|
% acquired during period |
67.5% |
70.0% |
43.7% |
75.0% |
|
|
Cash consideration for % acquired |
197 |
875 |
1,322 |
1,025 |
3,419 |
|
Cash consideration |
197 |
875 |
1,322 |
1,025 |
3,419 |
|
Goodwill |
|
|
|
|
|
|
Cash consideration |
- |
875 |
- |
1,025 |
1,900 |
|
Fair value of previously held 10% interest to its fair value on acquisition date |
- |
153 |
- |
- |
153 |
|
Loss on remeasurement of previously held 10% interest to its fair value on acquisition date |
- |
(118) |
- |
- |
(118) |
|
Fair value of net assets acquired |
- |
(280) |
- |
(384) |
(664) |
|
Goodwill acquired |
- |
630 |
- |
641 |
1,271 |
|
Net cash acquired |
|
|
|
|
|
|
Cash consideration |
197 |
875 |
1,322 |
1,025 |
3,419 |
|
Cash and cash equivalents acquired |
1,214 |
122 |
- |
333 |
1,669 |
|
Net cash acquired/(paid) |
1,017 |
(753) |
(1,322) |
(692) |
(1,750) |
9. Asset acquisition
With effect from 27 February 2025, the Group acquired a 60% stake in the Brighton-based late-night venue, Volks, for £650,000. The transaction was structured as an asset purchase and a subscription for shares.
As the transaction did not meet the definition of a business under IFRS 3 Business Combinations, it has been accounted for as an asset acquisition. The total consideration paid has been allocated to the identifiable assets acquired based on their relative fair values. No goodwill has been recognised.
The cash outflow of £550,000 is presented within investing activities in the consolidated statement of cash flows.
10. Cash and cash equivalents
|
|
At 30 June 2025 £'000 Unaudited |
At 30 June 2024 £'000 Unaudited |
At 31 December 2024 £'000 Audited |
|
Own funds |
4,110 |
6,330 |
7,750 |
|
Funds held on behalf of clients |
7,449 |
4,963 |
1,912 |
|
Total cash and cash equivalents |
11,559 |
11,293 |
9,662 |
Funds held on behalf of clients represent cash and cash equivalents held in separately designated accounts on behalf of promoters and artists.
11. Trade and other payable
|
|
At 30 June 2025 £'000 Unaudited |
At 30 June 2024 £'000 Unaudited |
At 31 December 2024 £'000 Audited |
|
Trade payables |
2,068 |
1,826 |
1,768 |
|
Accruals and deferred income |
9,445 |
7,767 |
9,520 |
|
Tax and social security |
2,686 |
1,679 |
1,994 |
|
Amounts owed to clients for funds held on their behalf |
7,449 |
4,963 |
1,912 |
|
Deferred consideration |
- |
200 |
- |
|
Other payables |
468 |
681 |
622 |
|
Total trade and other payables |
22,116 |
17,116 |
15,816 |
12. Share of results of associates and joint ventures
|
|
Six months ended 30 June 2025 £'000 Unaudited |
Six months ended 30 June 2024 £'000 Unaudited |
At 31 December FY24 £'000 Audited |
||||
|
Associates: Company X LLC |
- |
6 |
- |
|
|||
|
Driift Holdings Limited Concorde 2 JTR Brighton Psych Fest |
(14) - - - |
(236) - 57 - |
(346) 38 51 (4) |
|
|||
|
Total associates |
(14) |
(173) |
(261) |
|
|||
|
Joint Ventures: |
|
|
|
||||
|
ATC 9 LLP |
3 |
2 |
37 |
||||
|
Total joint ventures |
3 |
2 |
37 |
||||
|
Total associates and joint ventures |
(11) |
(171) |
(224) |
|
|||
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