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Annual Report SoundCloud Limited Annual Report For the year ended 31 December 2019 Registered number 06343600 SoundCloud Limited Annual Report For the year ended 31 December 2019 Contents Company information 1 Strategic report 2 Directors’ report 6 Statement of directors’ responsibilities in respect of the financial statements 8 Independent auditors’ report to the members of SoundCloud Limited 9 Consolidated statement of comprehensive income 12 Consolidated balance sheet 13 Company balance sheet 14 Consolidated statement of changes in equity 15 Company statement of changes in equity 16 Consolidated statement of cash flows 17 Notes (forming part of the financial statements) 18 SoundCloud Limited Annual Report For the year ended 31 December 2019 Company information Directors Alexander Ljung Fred Wilson Secretary Eriska Secretaries Limited Company number 06343600 Registered office Third floor, 20 Old Bailey London EC4M 7AN Independent auditors PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH Banker Deutsche Bank CIB GTB Ost Unter den Linden 13-15 10117 Berlin Germany 1 SoundCloud Limited Annual Report For the year ended 31 December 2019 Strategic report About SoundCloud SoundCloud Limited (“SoundCloud”) is the world’s largest open audio platform, enabling anyone to easily upload and share their music, podcasts, and other audio content with a global audience. The platform is now home to more than 20 million creators who choose SoundCloud for its industry-leading tools and services to grow their careers. Based on our unique creator-driven ecosystem, along with signed license deals with music rights holders, SoundCloud has amassed the world’s largest and most diverse audio catalogue with over 200m unique tracks at the time of this report. SoundCloud reaches a large, engaged and primarily mobile-first audience. Having featured highly in app store rankings throughout its history, SoundCloud continues to be a top ranking music application across the relevant app platforms. According to AppAnnie, in both the United Kingdom and the United States, SoundCloud is currently a top 5 mobile music application as well as a top 50 application overall. The SoundCloud platform is more than a traditional one-way retail streaming service and more than a simple two-sided marketplace, it is an accelerator for global audio culture – we connect creators, fans and the industry to what’s next in music, in real-time. Looking across the UK and US charts in 2018 and 2019, some of the largest names in music today began their careers first on SoundCloud including Billie Eilish, Post Malone, Bad Bunny, Khalid and Lil Tecca amongst others. In addition to a platform for breaking new talent, SoundCloud is also used regularly by established global stars such as Drake and BTS to directly reach fans in real time with new material. SoundCloud’s distinct role in driving music culture and our focus on accelerating Creator discovery and growth is why our marketing often employs the phrase ‘what’s next in music is first on SoundCloud’. As a business, SoundCloud operates a unique creator-driven ecosystem, generating revenues from both audio uploaders/rights holders (creators) as well as content consumers (listeners). By doing this, we generate sales through four revenue streams: i) creator subscriptions (SoundCloud Pro Unlimited and Repost by SoundCloud), ii) creator services, largely on a revenue share basis, iii) listener subscriptions (SoundCloud Go and Go+) and iv) advertising seen and heard by non-paying listeners. Our objective is to continue developing our highly differentiated, two-sided technology platform, and expand the size and value of SoundCloud’s business. Since our last report, we continue to make significant progress toward these objectives. Business Review Reflecting on our 2019 business performance, we set all-time highs for all key business metrics including Monthly Active Users (MAUs), Daily Active Users (DAUs), Listening Time (LT), Subscribers and Advertising and we exited the year with our strongest financial quarters in SoundCloud’s history. Our revenue growth accelerated throughout 2019, from 17% in the first quarter to 43% in the fourth quarter, and achieving overall revenue growth of 37% for 2019 vs. 19% for 2018. While accelerating our topline growth, we again reduced our operating losses substantially, cutting them by 28% in 2019 vs 2018 as a result of scaled revenues and continued cost optimisation efforts. We attribute our recent performance to the success of our creator-led growth strategy as we continued to introduce new product features, services and business partnerships that enable creators to be discovered and grow at every stage of their careers. These initiatives included: ● Integrations with DJ software partners including Serato, Virtual DJ, Dex 3, Native Instruments, Pioneer and more--making SoundCloud the most widely integrated streaming service in DJ performance software and hardware. ● Introduction of a distribution tool that enables creators to distribute their original works to all major music services including Spotify, Apple, Amazon Music, YouTube Music, Instagram, and more. ● Acquisition of artist distribution and services company, Repost Network Inc. 2 SoundCloud Limited Annual Report For the year ended 31 December 2019 Strategic report (continued) ● Introduction of the SoundCloud Creator Forum, a live event designed especially for aspiring and emerging creators with a focus on education, connection and helping artists get discovered. ● Implementation and successful launch of our U.S. ad sales relationship with Pandora, a subsidiary of SiriusXM ● Expansion of our international ad sales relationships. Our partners include: Targetspot (France, Germany, the Netherlands, Belgium, Portugal, Switzerland, Italy, Spain and Austria), Global Radio Services (United Kingdom), DAX (Canada) and Southern Cross Austereo (Australia). ● Continued rollout of our listener subscription service including both the introduction of SoundCloud Go+ for students and international expansion to Austria, Belgium, Italy, Portugal, Spain and Switzerland. ● Numerous upgrades to the core SoundCloud app experience including: mobile uploading, all-new creator profile experience for iOS users, track sharing to Instagram, chart integrations, a new listener home experience, improved search, mobile commenting, high-quality audio streaming and many more. Our 2020 roadmap continues to focus on deepening the connections between creators and listeners that fuel creator discovery, the evolution of music culture on SoundCloud and drive expansion of our business lines. In February 2020, SoundCloud Limited’s ultimate parent company, SoundCloud Holdings LLC, closed a $75 million investment from SiriusXM Radio Inc. (“SiriusXM”). This investment follows three consecutive years of strong financial performance at SoundCloud Group and provides added capital flexibility to accelerate our growth and take advantage of strategic opportunities as they arise. SoundCloud is fortunate to be able to continue to operate and serve its community as the impact of the coronavirus (COVID-19) has hit the global music landscape. While it is too early to predict the impacts on the financial year 2020, we have seen a true mix of tailwinds and headwinds – with strong growth in our creator products and our subscription business lines, along with weakness in our US advertising business which we expect to recover in step with the broader market. With multiple years of consistent growth, and the additional capital raised earlier this year, SoundCloud is well-positioned to weather the anticipated impact to the business and continue a sustainable growth path in 2020. KPIs 2019 2018 Change vs €‘000 €‘000 2018 in % Revenue 147,555 107,955 +37% Operating loss (23,782) (32,864) -28% Adjusted operating loss (net of non-cash stock based comp) (20,598) (25,057) -18% Net cash (outflow)/inflow from operating activities (25,500) 2,598 n/a Market risks and uncertainties Competition The audio streaming market for listeners is contested by well-capitalized companies such as Google, Spotify, Apple and Amazon as well as a number of new and more focused players. SoundCloud still does not expect the listener market to be a winner takes all opportunity but for a number of providers to continue addressing this market. The inherent level of competition is balanced by the company’s position in the market for upload tools for audio creators where it continues to hold a clear leadership position, offsetting the competitive market for consumer streaming services. Whilst this market continues to grow at a healthy rate, the acquisition of Repost in mid-2019 further strengthens SoundCloud’s position and fosters its unique nature as a creator-focussed ecosystem which serves both listeners and creators at the same time. 3 SoundCloud Limited Annual Report For the year ended 31 December 2019 Strategic report (continued) Externalities such as the Covid-19 pandemic hitting the global economy during March and April 2020 in particular may have an impact on SoundCloud and the markets it is addressing. However, given the position of the business as a platform serving both sides of the ecosystem, and the successful fundraising earlier in the year, it is well positioned to cope with the implications identified so far. Still, the longer the pandemic and the countermeasures taken will last, the more profound its impact will be. Management are monitoring the situation closely and are well placed to take appropriate action as required. Employees
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