WHAT’S HAPPENED?
After more than a year of financial, legal, and other problems, Switzerland-headquartered Proper Group – formerly Utopia Music, one of the most buzzworthy firms in the business a few years ago – is finalizing a major restructuring.
The move includes the further shutting down of some of its offices, and yet another round of layoffs.
“As technology rapidly evolves in the music industry, Proper Group is strategically repositioning itself to better serve its partners and capitalize on emerging market trends and demands,” the company said in a statement issued on Monday (May 13).
That repositioning includes the appointment of yet another CEO, who will be the company’s fifth in just the past few years. The current interim chief executive, Michael Stebler, was brought on to oversee the realignment, and with that work done, he will be exiting the role, Proper said.
Going forward, the CEO role will be split in two, with Drew Hill overseeing the company’s distribution division, while an as-yet undetermined executive heads up the company’s tech division. One of the candidates for that role is Alain Couttolenc, who served briefly as the company’s Group CEO last year.
“Stebler’s key achievements with his management team include putting new corporate governance in place, realigning strategy, rebranding, significant cost reductions, and increasing revenue growth,” the company said in a statement.
The company hasn’t set a timeline for Stebler’s exit, but said “the transition has begun.”
Perhaps more importantly, after years of observers wondering just exactly what Utopia/Proper was trying to build, the company appears to have focused on two areas of the music business: distribution and tech, the latter focusing on royalty payments and processing, and music tracking data.
The newly-dubbed Proper Distribution division will be headed by Drew Hill, who joined the company in 2022 when Utopia acquired UK-based music distributor Proper Music Group – the branding to which the entire company has now switched over.
The company’s other division, Music Tech, has yet to announce a new C-suite leader.
The company also said it’s moving more of its operations to London, bringing it closer to its European music industry clients, and helping it to ensure “a more focused approach that aligns with… long-term goals.”
As part of these changes, Proper has announced the shutdown of two (more) of its entities – its offices in Sweden and UK-based Utopia Accelerate.
The company’s Swiss division is being “right-sized to reduce operational costs, to further support growth in the UK, and align with market demand.”
In an email to MBW, Proper said 75 employees in the Swedish office will be impacted, and eight employees in Switzerland will be made redundant. There are four staff members in the UK at Utopia Accelerate; the company is looking at finding new opportunities for them within the company, “but nothing has been decided yet.”
Following these headcount reductions, the company says that it now counts 250 full-time-equivalent employees (excluding contract workers and the company’s Bicester warehouse which is managed under contract by DP World) overall, meaning the company’s workforce was reduced by around 25%. It comes after several earlier rounds of layoffs over the past 18 months.
“As we step into a new era of growth and technological advancement at Proper Group, I want to express my sincere sorrow that part of our journey involves parting ways with some of our valued colleagues,” Stebler said.
“These are not decisions we take lightly, and I am deeply thankful for the hard work and contribution of those who are affected. Our commitment to our partners and the creative sector is stronger than ever, and I believe that our recent strategic decisions will allow us to serve them even better.”
“As we step into a new era of growth and technological advancement at Proper Group, I want to express my sincere sorrow that part of our journey involves parting ways with some of our valued colleagues.”
Michael Stebler, Proper Group
Deputy CEO Drew Hill added that “it’s tremendously difficult to part ways with colleagues who have contributed so much to our journey. It is one of the hardest decisions we face as leaders. These decisions weigh heavily on us, but regretfully have been required.
“Looking to the future, the promising growth and recent achievements give us confidence in a brighter future. We are committed to our vision of enhancing our services and technology to better support our creators and clients, making this transition vital for our long-term success.”
Despite the downsizing, the company had some good news to share about its performance – something that’s been distinctly lacking over the past few years.
“Last month, Proper Distribution (combining the original Proper Music Group and Utopia Distribution Services) recorded its fifth busiest month to date since Proper began trading in 1989,” the company noted.
It added that its distribution warehouse in Bicester, UK – the result of the company’s deal with logistic firm DP World last year – shipped its highest-ever tally of physical music – over 3.3 million units – last November.
All of which may – just may – indicate that the company has finally found its footing after a long free-fall.
The story of Utopia/Proper may yet prove to be the music business equivalent of the story of Icarus: a business that flew too close to the sun, and got burned.
ICARUS RISES…
A few years ago, Utopia Music was the talk of the town, not so much for any transformative effect it was having on the music industry, but rather for the fast and aggressive pace of its acquisitions (backed by a handful of deep-pocketed institutional investors) and the scattershot direction of these acquisitions, which made it hard to see just what sort of company Utopia was trying to become.
In the space of a few years (2021-2023), Utopia acquired a company that generates “emotional metadata” about music tracks (Quincy Jones-backed Musimap), a financial services firm that provided advances on royalties to artists (Nashville-based Lyric Financial), and a physical and digital music distributor (UK-based Proper Music Group), expanding that part of the business with the acquisition of UK warehouse and fulfilment firm Cinram Novum, and again through a partnership with DP World to build its Bicester warehouse.
It formed a Creator Services Business Unit with the acquisition of US-based music industry director ROSTR and Austria-based music analytics platform ForTunes. It formed a Royalty Management Services unit with the acquisition of the UK’s Sentric Music Group, and expanded into label services and neighboring rights with the acquisition of Absolute Label Services and Absolute Rights Management.
By the summer of 2022, Utopia was reportedly aiming to raise €300 million in a Series C funding round, at an implied market cap of around €2.5 billion to €2.7 billion.
“We are committed to our vision of enhancing our services and technology to better support our creators and clients, making this transition vital for our long-term success.”
Drew Hill, Proper Group
Yet little of the company’s acquisitions seemed to fit its vision at the time of its founding in 2016. In an interview with Bloomberg in 2017, founder and then-CEO Mattias Hjelmstedt described Utopia as “a new kind of record company” that would “produce and book live performances and handle artist logistics, such as flights, cabs and hotel rooms” for talent signed to its company.
Hjelmstedt also described Utopia as “a blend of a record label, a publisher and a management company that works with artists to shrink the value chain and use technology to transparently extend their reach.”
By 2019, the company’s focus had shifted to technology, specifically the “Utopia Open Platform,” a proprietary music monitoring technology that ingests music track metadata and makes a log whenever tracks are played on radio stations or streamed on digital platforms.
Industry sources told MBW that Utopia was aiming to build a music data-ingesting machine so comprehensive that performance rights organizations and major music companies would have no choice but to license the platform for their own data processing in the future.
It was certainly an ambitious goal, given that it would change the payment structure for the entire music industry.
Yet only a small share of the company’s acquisitions in subsequent years would be focused on that aspect of the business, and as the buying spree went on, some observers began to wonder whether there was any method to the madness.
ICARUS FALLS…
The cynics would soon be proven right, at least to an extent. The first sign of trouble for Utopia came in November 2022, when the company confirmed it was in the midst of a round of layoffs believed to have impacted about 20% of its 1,200-strong workforce.
“We’ve grown rapidly in two years, organically and through 15 acquisitions. Now, we’re realizing cost synergies across these acquisitions and focusing on sustainable growth,” the company said in a statement.
But there seemed to be more than “realizing synergies” behind the job cuts, given that the cuts kept on coming: Another 300 job cuts were confirmed in April 2023, and the company cut another 5% of the less than 500 staff remaining when it shut down its UK R&D operations in July 2023.
Behind these aggressive moves to reduce labor costs were reports of serious financial problems. According to a report from a Swedish news outlet in March 2023, Utopia employees were going unpaid, and the company had racked up a significant unpaid tax bill in Sweden, amounting to the equivalent of nearly $770,000.
Additionally, a trade union representing Utopia employees in Sweden had filed three “bankruptcy applications” against the company over unpaid pension premiums.
At the same time, the company was reportedly being sued by US music tech company SourceAudio, allegedly for reneging on an acquisition deal.
Ahead of its planned C-Series funding round, sources told MBW the company had clocked revenues of $109.6 million in 2021, and the company was aiming for $163.6 million in 2022. But by the spring of 2023, it had reported just $24 million in net revenue for 2022 (excluding its divestitures), and was aiming for $41 million in 2023.
Amid the apparent financial crunch, Utopia began offloading many of the acquisitions it had made over the prior few years. Absolute Label Services was sold to its original leadership team; ROSTR was sold back to its founders Mark Williamson and Adam Watson.
As all this was going on, the company went through a series of leadership shakeups. In early 2023, Markku Mäkeläinen, who had been CEO since 2020, stepped down, to be replaced by Hjelmstedt as Executive Chairman.
At that time, Utopia was split into two distinct divisions: (i) ‘Music Services’ (including acquired businesses such as the UK-based trio of Sentric Music Group, Absolute Label Services, and Proper, which it acquired in January 2022); and (ii) ‘Royalty Platform’, under which sat Utopia’s in-house tech platform.
Former Downtown executive Roberto Neri, who joined Utopia as its COO in 2021, was confirmed as the new CEO of Utopia’s ‘Music Services’ division.
On March 30, 2023, MBW broke the news that the company had sold music publishing platform Sentric to Believe – just one year after Sentric was itself acquired by Utopia.
On April 3, 2023, Neri confirmed he was leaving Utopia to become CEO of the new global publishing division of Believe. (Neri has since joined the UK’s Ivors Academy as CEO.)
In October of that year, Utopia appointed Alain Couttolenc as its new CEO, and Hjelmstedt resumed his role as Chairman of the Board.
Yet just three months later, in January of this year, the company announced yet another new CEO, Michael Stebler. Couttolenc would take on the role of Co-Deputy CEO, a role he would share with Drew Hill, who had been heading up Utopia’s physical distribution.
Stebler came to Utopia from Swiss-based financial services provider Investment Advisors Zug AG, one of the handful of institutional investors who have been bankrolling Utopia all this time.
His appointment was part of an agreement between Utopia’s leadership team and its key investors, who, according to reports last December, demanded increased oversight of the company, via a larger number of board seats. At an Extraordinary General Meeting that month, Hjelmstedt was replaced as Chairman by a new interim Chair, John Mitchell.
Today, Utopia/Proper describes Stebler as an “interim CEO,” though it didn’t seem to signal that in a note to staff in January. The company says, however, that it was made clear at the EGM that Stebler would be in the role temporarily.
ICARUS RISES AGAIN?
Utopia/Proper has been fairly tight-lipped as to the causes of its problems, though it has occasionally signaled that the global spike in interest rates – which coincided with the second half of its acquisition spree – has had something to do with it.
The rising cost of capital certainly did narrow many businesses’ prospects for investor cash, including within the music industry – note the temporary slowdown in music acquisition deals in 2022, for example.
Yet with Utopia in particular, it may also have been a case of over-acquiring: it bought 15 companies in the space of a few short years, a pace of growth that can often be challenging (if not impossible) to manage, in terms of human resources, corporate culture, and logistics. And some of those acquisitions may have proven partially redundant (for instance the acquisitions of multiple music distributors).
For all its recent problems, the company is stressing that its various business lines are working out. Music distribution is “business as usual”; its long-running plans to build a music data analytics and tracking platform seem to be coming together, and the company is now implementing its first pilot project for clients.
Yet as recently as last month, the company was reaching out to ask shareholders for more money, asking them to shell out $6 million “in order to bring the company to profitability and sustainable growth.”
And despite that, Utopia/Proper is still focused on expansion. It’s now talking about expanding into “home entertainment” with a “return to gaming, where the old Cinram business had market share.”
Meanwhile, Proper Payments, the business built on the Lyric Financial acquisition, is set to expand from the US to Europe and the Asia-Pacific region.
Are Proper’s new expansion plans more sober, level-headed, and realistic than the plans of the former Utopia?
Given the surprising twists and turns this company has seen in the past few years, it will take nerves of steel to put money on that proposition.Music Business Worldwide
