Digitalbox Regulatory News (DBOX)

The following amendments have been made to the announcement released on 24 September 2019 at 07.00am under RNS No 3632N.

The Basic and Diluted EPS figures have been amended.

All other details remain unchanged.

The full amended text is shown below.

24 September 2019

Digitalbox plc

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

Unaudited interim results for the six months ended 30 June 2019

Digitalbox plc, the mobile-first digital media business, which owns leading websites Entertainment Daily and The Daily Mash, today publishes its interim results for six months to 30 June 2019 (the "First Half", the "Period", or "H1 2019").

Key points:

·; The Company started the period as Polemos plc, a suspended cash shell on AIM.

·; On 27 February 2019, the Company changed its name to Digitalbox plc.

·; On 28 February 2019, the Company completed the reverse takeover ("RTO") of Digitalbox Publishing Holdings Limited.

·; On 5 March 2019, the Company completed the acquisition of Mashed Productions Limited.

·; The reported numbers for H1 2019 comprise of approximately two months of trading as Polemos plc and approximately four months as the enlarged group following the acquisitions, under the name Digitalbox plc.

Key points: Financial

·; Group revenues for the Period of £0.7 million.

·; Gross profit for the Period of £0.4 million.

·; Adjusted operating profit1 for the Period of £0.1 million.

·; Loss before taxation for the Period of £0.7 million.

1. Adjusted operating profit is stated before amortisation, acquisition and listing costs and share options charges.

Key points: Operational

·; Entertainment Daily unique users grew from 2 million at the start of the Period to over 3 million at the end of H1 2019.

·; 50% growth in Google sourced traffic on Entertainment Daily has broadened routes to audience engagement. 

·; Recommissioning of the BAFTA nominated TV show, the Mash Report.

·; Daily Mash now growing from Digitalbox Ad Stack integration.

Commenting on the Group's prospects for the year as a whole, Sir Robin Miller added:

"These are an admirable set of results demonstrating very encouraging audience growth and enviable control of costs resulting in strong margin performance. The focus on mobile makes the company ideally placed to take advantage of the continued acceleration in digital advertising via programmatic. The integration of our first acquisition The Daily Mash has been accomplished much as anticipated and with Entertainment Daily we have two strong brands with considerable potential giving us great confidence for the year ahead."

Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of Regulation (EU) No 596/2014) ("MAR") prior to its release as part of this announcement and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

Enquiries:

About Digitalbox plc

Based in Bath, UK, Digitalbox is a 'pure-play' digital media business with the aim of profitable publishing at scale on mobile platforms. The company's operating model has been developed and refined since publishing operations began in December 2015.

Digitalbox operates two trading brands, "Entertainment Daily" and "The Daily Mash". Entertainment Daily produces and publishes online UK entertainment news covering TV, showbiz and celebrity news. Entertainment Daily has averaged c. 2.2 million unique users per month over H1, with 13 million monthly UK sessions. In March 2019, Digitalbox acquired leading online satirical website, The Daily Mash. The Daily Mash has over 3.5 million visits per month, and more than 900,000 Facebook followers

Digitalbox generates revenue from the sale of advertising in and around the content it publishes. The Company's optimisation for mobile enables it to achieve revenues per session significantly ahead of market norms for publishers on mobile.

Interim Statement

Overview

The Board is pleased to report the Company's first set of results following its transformation from a cash shell into a digital media group following its acquisitions of Digitalbox Publishing Holdings Limited ("DBPH") and Mashed Productions Limited (together the "Acquisitions"). To reflect the Company's new direction the Company's name was changed from Polemos plc to Digitalbox plc on 27 February 2019.

This six-month reported period reflects approximately two months of trading as Polemos plc, the cash shell, and approximately four months of trading as Digitalbox plc.

The Board is pleased to be able to report that performance, since completion of the Acquisitions, in terms of traffic, revenue generation and EBITDA are all in line with management expectations.

Operating review

The Group's two brands are Entertainment Daily (acquired as part of the DBPH acquisition) and The Daily Mash (acquired as part of the Mashed Productions Limited acquisition). Entertainment Daily produces and publishes online UK entertainment news covering TV, showbiz and celebrity news. The Daily Mash produces and publishes online satirical spoof news articles in its own distinctive parody style. Both brands generate revenue from the sale of advertising slots in and around the content they publish.

Entertainment Daily

During the period Entertainment Daily saw continued growth of its user-base. By the end of H1 2019 Entertainment Daily had 3,125,492 unique users per month up from 2,087,974 at the start of the Period and averaged approximately 400,000 daily UK sessions. Pleasingly there has been an increase in the diversification of the traffic to the site as a result of a 50% increase in Google sourced traffic via the Discover feed. This is Google's system that presents relevant content to users based on their behaviour prior to them performing a search on a mobile device.

The Daily Mash

In March 2019, Digitalbox acquired the leading online satirical website, The Daily Mash. Following its acquisition, the intention was to integrate The Daily Mash onto the same technology platform as Entertainment Daily. This integration has gone well and is progressing according to plan. Shifting the brand to Digitalbox's 100% programmatic ad stack has improved the margin on its revenue generation.

The Daily Mash finished H1 with 1,774,004 monthly website users generating 3,612,356 million monthly website visits, and 3.7 million monthly video views.

The Daily Mash also generates royalties from the BAFTA-nominated licensed spin-off TV show, The Mash Report, which was recommissioned by the BBC for a new series and which is currently running.

Financial review

In the four months since the Acquisitions, the Group has traded well. Revenue has been in line and EBITDA has been ahead of management expectations as direct marketing costs have been lower than anticipated.

All of the revenue and gross profit in the Period was generated in the four months since completion of the Acquisitions. Revenue for this four month period was £0.7 million. Gross profit was £0.4 million, at a margin of 56%.

The adjusted operating profit for the Period was £0.1m. This is stated before the deduction of amortisation (£0.04m), acquisition and listing costs (£0.69m) and share options charges (£0.07m). The reported loss before taxation for the period was £0.7m. At the end of the Period the Company had cash £0.4 million and no debt.

Outlook

The Directors expect trading in the second half of the year to be stronger than the first with the final quarter of the year expected to be particularly strong. Trading in the second half has commenced in line with plan.

The Company's strategy remains unchanged, which is to build a market-leading, mobile-first digital media business for the 21st century through a buy and build strategy. The Directors are pleased with the integration of The Daily Mash onto the Digitalbox platform, validating the Company's strategy and will continue to look for similar opportunities whilst seeking to develop the Group's existing brands.

DIGITALBOX PLC

INTERIM CONSOLIDATED INCOME STATEMENT

for the six months ended 30 June 2019

DIGITALBOX PLC

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 30 June 2019

(unaudited)

DIGITALBOX PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 30 June 2019

DIGITALBOX PLC

CONSOLIDATED CASH FLOW STATEMENT

for the six months ended 30 June 2019

DIGITALBOX PLC

NOTES TO THE INTERIM REPORT

for the six months ended 30 June 2019

1. Corporate information

The interim consolidated financial statements of the group for the period ended 30 June 2019 were authorised for issue in accordance with a resolution of the directors on 23 September 2019. Digitalbox plc ("the company") is a Public Limited Company listed on AIM, incorporated in England and Wales. The interim consolidated financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.

2. Statement of Accounting policies

2.1 Basis of Preparation

The entities consolidated in the half year financial statements of the company for the six months to 30 June 2019 comprise the company and its subsidiaries (together referred to as "the group").

The interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements.

The directors are satisfied that, at the time of approving the consolidated interim financial statements, it is appropriate to adopt a going concern basis of accounting and in accordance with the recognition and measurement principles of International Financial Reporting Standards adopted for use in the European Union ("IFRS").

2.2 Accounting Policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

The interim results announcement has been prepared in accordance with International Financial Reporting Standards ("IFRS"), International Accounting Standards and Interpretations issued by the International Accounting Standards Board as adopted by the European Union ("IFRSs") and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under IFRSs. The consolidated financial statements have been prepared under the historical cost convention.

The preparation of these consolidated half year financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates in preparing these consolidated half year financial statements.

The Group has adopted IFRS 15 'Revenue Recognition' in the current year with no impact on the way that the Group report revenue.

The Group has adopted IFRS 16 'leases' in the current year with no impact on the way that the Group report leases.

3. Segment Information

The Group's primary reporting format for segment information is business segments which reflect the management reporting structure in the Group.

6 months to 30 June 2019

For the period to 31 December 2018, all costs were head office costs and there was no revenue.

·; Admin expenses exclude share option charge, amortisation and acquisition and listing costs.

4. Earnings per share

The calculation of the group basic and diluted loss per ordinary share is based on the following data:

Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the year. The weighted average number of equity shares in issue was 62,717,686. IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share or increase the loss per share. The exercise price of the outstanding share options is significantly more than the average and closing share price. Therefore, as per IAS 33 the potential ordinary shares are disregarded in the calculation of EPS.

5a. Business Combinations

On 28 February 2019 the Group acquired 100% of the ordinary shares in Digitalbox Publishing (Holdings) Ltd for a consideration of £9,999,048. This investment is included in the Parent company's balance sheet at its fair value at the date of acquisition.

The completion accounts show a breakdown of the assets and liabilities of the acquired company to be as follows:

The revenue and profit included in the Consolidated Statement of Comprehensive Income for the 4 months to 30 June 2019 was £712k and £139k pre-tax respectively.

The intangible fixed asset fair value adjustment is in relation to brand asset.

5b. Business Combinations

On 5 March 2019, the Group acquired 100% of the ordinary shares Mashed Productions Limited. for a consideration of £1,193,237. This investment is included in the Parent company's balance sheet at its fair value at the date of acquisition.

The completion accounts show a breakdown of the assets and liabilities of the acquired company to be as follows:

The trade and assets of Mashed Productions Limited have been hived up to Digitalbox Publishing Ltd from 5 March 2019.

The intangible fixed asset fair value adjustment is in relation to brand asset.