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Alliance Entertainment’s plan to go public through a reverse merger with Adara Acquisition Corp. — a special-purpose acquisition company (SPAC) — got sideswiped by the collapse of the SPAC market.
While the deal was finalized Monday (Feb. 13) and Alliance Entertainment is now a publicly traded company, it leaves the media wholesaler without the initial intended benefit of reaping tens of millions of dollars in new funding to continue making acquisitions to fuel growth and to modernize its warehouse equipment.
That’s because only Adara shareholders owning 167,00 shares (out of 10 million total) have chosen to participate as stockholders in the merged entity. As a result, Alliance Entertainment only received about $1.67 million, which likely isn’t enough to cover the legal and investment banking fees for the transaction.
Alliance Entertainment Holding
The company’s light stock float also leaves it ineligible to be listed by the New York Stock Exchange as originally planned, so now Alliance is being carried on the OTC pink-sheet marketplace.
Alliance Entertainment — which carried a $480 million valuation going into the deal — remains a formidable powerhouse as a one-stop rack jobber and independent distributor and overall entertainment software wholesaler, however. While the company brought in $28.62 million in net income on revenue of $1.42 billion for its fiscal year ended June 30, 2022, it lost $8.34 million on sales of $238.7 million for the three-month period spanning from July to September.
Alliance Entertainment announced its plans to go public via a SPAC reverse merger in June 2022. At that point, investor excitement over the SPAC route to public listings had already cooled from its high in 2021, but by the end of the year, it had totally tanked. And even if Alliance Entertainment didn’t raise as much money as it had hoped by going public, there are other benefits. As a publicly traded company with audited financial statements that need to surpass the scrutiny of the Securities and Exchange Commission, it should now be able access capital and options to raise funding through debt beyond its previous reliance on bank loans.
“We believe that today’s milestone combined with our strong revenue growth, expanding customer base and product offering, and several successful acquisitions, will help accelerate our future expansion initiatives,” said Alliance Entertainment CEO Jeff Walker in a statement. “Alliance Entertainment today is well positioned to continue to capitalize on shifts towards eCommerce and Omni-Channel strategies, especially with retailers and manufacturers’ vastly increased reliance on their DTC (Direct to Consumer) fulfillment and distribution partners. We are at an inflection point that now positions us to execute a multi-prong growth strategy that we expect will deliver a double-digit revenue growth rate with strong cash generation to the bottom line.”
Alliance Entertainment serves as a physical music, movies and video games wholesaler to retailers including Amazon, Best Buy, Target, Kohls and Gamestop, as well as independent stores; it’s also a rack jobber to chains like Walmart and Barnes and Noble. It additionally provides e-commerce fulfillment to many of those retailers and runs its own online websites including Deepdiscount.com, Popmarket.com, Importcds.com, Critic’s Choice Video, Collectors Choice Music and Movies Unlimited, while fielding its own brands on eBay, Amazon Marketplace and Discogs as well. In total, nearly $540 million, or 38% of Alliance’s revenue, is generated through the above online sales.
In total, Alliance says it stocks over 485,000 unique entertainment products from Microsoft, Nintendo, Activision, Electronic Arts, Sega, Funko, Disney, Warner Home Video, Universal Video, Sony Pictures, Fox, Lionsgate, Paramount, Warner Music, Sony Music, Universal Music, Mattel, Lego, Hasbro, Arcade1Up and another roughly 500 entertainment product manufacturers. Within that, the company also fields independent distribution companies like music distributor AMPED, video distributor Solutions and video game distributor Cokem that exclusively carry over 57,000 vinyl, CD, DVD and video games titles combined.
“This business combination [with Adara] will further enable our significant focus on a strategic roll-up strategy of acquiring and integrating competitors and complementary businesses which we believe will drive an accelerated competitive position and value creation,” said Alliance Entertainment chairman Bruce Ogilvie in a statement. Being a publicly traded company will allow for further investment, he added, in automating facilities and upgrading proprietary software, which he said makes management “confident we can grow revenue and expand margins.”
Ogilvie continued, “We will also continue to expand into new consumer product segments, growing our product offering and providing more to our existing customer base while attracting new customers in the process.”
Walker and Ogilvie retain nearly 95% ownership in Alliance Entertainment and their shares are subject to an extended lock-up period.
Recent news — quarterly earnings releases and a major investment — had big impacts on some music companies’ stocks Thursday (Feb. 9).
Warner Music Group shares fell 4.3% to $35.09 and dropped as much as 10.5% during the day following the company’s fiscal first quarter earnings release Thursday. Warner’s revenue fell 7.8% (2.7% at constant currency) to $1.48 billion and net income fell 34% to $124 million. A relatively light release schedule, a slowdown in ad-supported revenue and a shorter quarter — the prior year period had one additional week — contributed to the decline. New CEO Robert Kyncl called it a “tough quarter” and pointed to a slate of releases in the second half of the year by Ed Sheeran, Cardi B and David Guetta.
MSG Entertainment shares ended the day up 11.7% to $59.58 and reached as high as $61.33 during the day, up 15% from the prior day’s closing price. Revenue in the quarter rose 24% to $642.2 million. The proposed spinoff is expected to be completed by the end of March and the MSG Sphere in Las Vegas is slated to open in September. Investors had other reasons to cheer, however, as MSGE announced it implemented a cost reduction program that resulted in layoffs and other non-labor savings.
In Seoul, SM Entertainment shares rose nearly 19% to 117,000 won on Friday (Feb. 10) on news that HYBE acquired a 14.8% stake to become its largest shareholder, though shares dipped to 109,800 won, up 11.5%, by mid-morning. Likewise, HYBE shares climbed as much as 10.2% to 218,500 won ($172.76) before falling to 212,500 won ($168), up 7.2% from the previous closing price.
LiveOne shares gained 2.1% to $0.97 despite climbing as high as $1.09, up 14.7% from Monday’s closing price. The company raised its guidance for full-year adjusted EBITDA from $11 million to $12 million. LiveOne’s revenue for the quarter ended Dec. 31 declined 17% to $27.3 million due to its decision not to produce “capital-intensive tentpole or pay-per-view events” until next fiscal year. That decision, along with reduced annual expenses and overhead, helped LiveOne turn adjusted EBITDA from -$4.8 million to $3 million.
The U.S. markets broadly fell on Thursday. The New York Stock Exchange dropped 0.7% and the Nasdaq fell 1%. The S&P 500 fell 0.9%. Markets in Europe fared better, however. The DAX, an index of 40 blue-chip German stocks, rose 0.7%. The FTSE 100, a measure of 100 stocks on the London Stock Exchange, rose 0.3%.
Spotify’s share price rose 12.7% to $112.71 on Tuesday (Jan. 31) following the company’s earnings release for 2022’s fourth quarter earlier in the day.
Now with a market capitalization of $21.8 billion, Spotify has more than overcome the investor exodus following its underwhelming third-quarter earnings results. After delivering a weaker-than-expected gross margin on Oct. 25, Spotify’s share price fell 13% to $84.42 and bottomed out at $69.29 on Nov. 4. Tuesday’s closing price marked a 62.7% improvement in fewer than three months.
Investors want Spotify to continue adding subscribers while improving its margins. Tuesday’s earnings results delivered on both fronts. Its fourth-quarter subscriber growth of 10 million handily beat guidance of 7 million, giving the company 205 million subscribers globally. The company’s monthly active user base of 489 million was 10 million ahead of guidance.
In the fourth quarter, Spotify’s gross margin of 25.3% was 80 basis points — eight-tenths of a percentage point — above guidance “due primarily to lower podcast spend along with broad-based favorability in our core music business,” said CFO Paul Vogel during Tuesday’s earnings call.
Spotify’s licensing deals with record labels and publishers give it little room for improvement on recorded music margins, which were 28% in 2021. Podcasting, however, gives Spotify an opportunity to attract advertising dollars with meaningfully better margins. During a June 2022 presentation to investors, Spotify executives said they expect podcast margins to reach 30-35% within three to five years and 40-50% further in the future.
Just last week, investors were shown a new commitment to cost-cutting when Spotify announced on Jan. 23 that it would lay off 6% of its global headcount. Among the departures — though technically not part of the layoffs — was chief content officer Dawn Ostroff, the engineer of the company’s strategy to build its podcast business by attracting marquee names such as Joe Rogan, Kim Kardashian and Barack and Michelle Obama. Her exit could signal an end to an era of expensive content deals that helped make Spotify the most popular podcast platform in many markets.
For the first quarter of 2023, Spotify forecasts 3.1 billion euros ($3.37 billion) of total revenue and gross margins of roughly 25% excluding severance charges, and an operating loss of 194 million euros ($211 million), including 35 million euros to 45 million euros ($38 million to $49 million) in severance charges.
“Gross margins and operating expenses are expected to improve throughout the year,” said Vogel, adding that first-quarter margins will be the low point for 2023 because “some of the investments we made in the back half of [2022] is still slightly impacting Q1.” In addition, with the recent 6% reduction in headcount, “we see our operating expenses growing slower with a material improvement in our operating loss compared with 2022,” he added.
A prominent ’90s hip-hop duo is suing Universal Music Group for withholding royalties tied to what they’re alleging is a “sweetheart” deal the label reached with Spotify in the late 2000s.
Filed Wednesday (Jan. 4) in U.S. district court in New York by attorneys representing Andres Titus (Dres) and William McLean (Mista Lawnge), members of the hip-hop duo Black Sheep, the lawsuit claims UMG owes its artists approximately $750 million in royalties deriving from the company’s stock in Spotify. Under a licensing deal they claim UMG and the streaming giant reached in 2008, the label agreed to receive lower royalty payments in exchange for equity in the then-nascent streaming company. But Titus and McLean say the label breached their contract with Black Sheep and other artists by withholding what they argue is the artists’ rightful 50% share of UMG’s now-lucrative Spotify stock — and otherwise failing to compensate them for the lower royalty payments they received as a result of the alleged deal.
“Rather than distribute to artists their 50% of Spotify stock or pay artists their true and accurate royalty payments, for years Universal shortchanged artists and deprived Plaintiffs and Class Members of the full royalty payments they were owed under Universal’s contract,” the complaint reads. Titus and McLean further claim that Universal deliberately omitted from royalty statements both the company’s ownership of Spotify stock and the lower streaming royalty payments that resulted from its alleged deal with the streaming service.
“Over time, the value of the Spotify stock that Universal improperly withheld from artists has ballooned to hundreds of millions of dollars,” the complaint continues. “These and the other wrongful conduct detailed herein resulted in the Company’s breaching its contracts with artists, violating the covenant of good faith and fair dealing that is implicit in those contracts, and unjust enrichment at the expense of its artists.”
In a statement sent to Billboard, a UMG spokesperson denied Titus and McLean’s claims: “Universal Music Group’s innovative leadership has led to the renewed growth of the music ecosystem to the benefit of recording artists, songwriters and creators around the world. UMG has a well-established track record of fighting for artist compensation and the claim that it would take equity at the expense of artist compensation is patently false and absurd. Given that this is pending litigation, we cannot comment on all aspects of the complaint.”
According to the lawsuit, Titus and McLean signed a record contract with Polygram in July 1990 (later amended and revised in July 1991) as Black Sheep — the duo best known for the hit rap single “The Choice Is Yours (Revisited)” from their RIAA Gold-selling 1991 album A Wolf in Sheep’s Clothing. Black Sheep’s record contract was then assumed by UMG after the company merged with Polygram in 1998.
UMG acquired just over 5% of Spotify shares “in or around the summer of 2008” in a licensing agreement in exchange for lower royalty payments, the complaint adds, citing a 2018 Music Business Worldwide report. It claims that Universal acquired additional Spotify shares through its 2011 purchase of EMI, which had acquired shares in the streaming company around the same time, the suit alleges. It then cites UMG’s own prospectus, released in September 2021, revealing that the label held roughly 6.49 million, or roughly 3.35%, of Spotify shares as of June 30, 2021, valued at 1.475 billion euros ($1.79 billion).
It’s worth noting that UMG’s stake in Spotify has become significantly less lucrative since June 30, 2021, however. As of Wednesday’s closing price, UMG’s stake in Spotify is now worth just $560 million — the result of Spotify shares falling 70.5% over the past 18 months. Notably, Spotify isn’t the only streaming service UMG has equity in; according to the same prospectus, it also owns 0.73% of Tencent Music Entertainment shares, a stake that’s currently worth $112.5 million.
Included as an exhibit in the complaint is Black Sheep’s amended July 1991 contract with Polygram, which states that royalties paid to Titus and McLean “‘shall be a sum equal to fifty percent (50%) of [Universal’s] net receipts with respect to’ the ‘exploitation’ for any ‘use or exploitation’ of ‘Master Recordings’ created by Plaintiffs.” The plaintiffs claim they and other UMG artists are thereby entitled to 50% of the labels’ Spotify stock but that UMG has failed to pay it. This demand stems from a couple of broad assumptions: that all artists in the class signed similar contracts and that they were similarly not compensated with a portion of UMG’s stock holdings in Spotify.
The plaintiffs are asking for compensatory damages, punitive damages and an injunction “or other appropriate equitable relief” requiring UMG “to refrain from engaging in deceptive practices” as outlined in the lawsuit.
UMG isn’t alone among the major labels in acquiring Spotify stock — both Sony and Warner Music, as well as indie Merlin, also have or had stakes in the company. In May 2018, Sony sold half of its 5.707% stake in Spotify for an estimated $761 million, while that same month Merlin announced it sold its entire stake for an unknown amount and had shared the proceeds with its members. Warner followed suit in August 2018 when it sold its entire 2% stake in the streamer for $504 million, with the company announcing that around $126 million of the proceeds would be paid out to the company’s artists.
UMG has yet to sell any of its stock in the streaming giant.
-Additional reporting by Glenn Peoples
You can read the full lawsuit below.
Universal Music Group, Hipgnosis Songs Fund and other music stocks got a much-needed boost on Tuesday (Oct. 25) following news of Apple Music’s price hike, as investors bet it would trigger a wave of streaming subscription cost increases.
Universal Music Group’s stock closed 11.6% higher, Hipgnosis Songs Fund Ltd ended up 7.8% and Korean music companies SM Entertainment and HYBE finished the trading day 4.8% and 4.4% higher, respectfully, on Tuesday. On Monday, Apple announced that it was raising the standard U.S. and U.K. individual plan price to $10.99 from $9.99.
This 10% price hike — Apple’s first — comes amid high inflation and a darkening economic environment in many global markets. If Apple can raise prices at a time like this, that is a sign the music industry can charge more without turning off consumers, Wall Street analysts said.
“We see this as a further signal of the stickiness of music streaming subscriptions even in a weaker macro environment and believe the major markets will be able to absorb higher prices without leading to meaningfully higher churn,” Lisa Yang, Goldman Sachs’s head of European media & internet technology equity research, wrote in a note to investors on Tuesday.
“We believe that other major DSPs will likely follow suit with similar price increases in the near future, implying further potential upside to our music industry forecasts.”
Competitors Spotify and Amazon Music have already raised prices in some markets. Amazon Music raised the price of its unlimited individual plan for Prime members to $8.99 from $7.99 earlier this year.
Spotify, which will report earnings later Tuesday, raised the cost of its individual plans in the Nordics in 2021, although its standard plan for U.S. subscribers remains at $9.99.
“Despite positive management commentary around churn (with regards to recent price increases on certain plans/regions) as well as management’s views on pricing power over the long term, Spotify has highlighted the broader macro environment as a key consideration in terms of implementing price increases in the near term,” Yang wrote.
Apple’s price increase could also have positive impacts on the majors because companies like UMG and Warner Music Group typically get 65% of music-related revenues from streaming companies with a “high incremental margin,” Goldman estimates.
Music stocks have suffered in 2022 as the major U.S. market indices have fallen around 20% so far this year.
UMG’s share price of 21.10 EUR ($21.01 US) is down nearly 14% year to date, Hipngosis Songs Fund Ltd traded at 91.06 penny sterling ($1.03 US) and is down 28% so far this year. Meanwhile, Warner Music Group’s stock traded at $27.16 US, off almost 37% year to date.