Digitalbox Regulatory News (DBOX)

29 March 2022

Digitalbox plc

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

Final Audited Results for the year ended 31 December 2021

Digitalbox plc, the mobile-first digital media business, which owns leading websites Entertainment Daily, The Daily Mash and The Tab, today publishes its final audited results for the year ended 31 December 2021.

The Company will host a live investor presentation through the Investor Meet Company platform today at 10.00am (further details below).

Financial Highlights

(1) Adjusted EBITDA is defined as the operating profit/(loss) after adding back depreciation, amortisation, share based payments, acquisition and listing costs, direct costs associated with business combinations and capital restructure costs.

Operational Highlights

· Entertainment Daily was named by UK Press Gazette as the fastest growing news site in the UK for two months running

· User base grew 82% year-on-year

· Average of over 22m monthly user visits to Digitalbox sites - providing truly significant user scale to the market

· New Graphene Ad Stack enables optimisations to be rapidly applied - ensured The Tab December 2021 session values were up more than 100% over the previous December

· The Tab paid back over 70% of its purchase price within the first 15 months of ownership

· Strong year for The Daily Mash - launched ad-free experience behind a paywall to diversify revenue sources

· TV relationship moved from the BBC to Dave - Late Night Mash increased the number of episodes from six to nine. The show was Dave's third best performing show for the year, delivering double the slot average

Current trading and outlook

· Trading for the current financial year remains strong and in line with market expectations

· Digitalbox is well placed to capitalise on the recovery of both the advertising market and entertainment production houses post the Pandemic

· Strong balance sheet of £2.7m gross cash as at 25 March 2022, with the ability and flexibility to evaluate and execute further acquisitions

James Carter, CEO, Digitalbox plc, said: "2021 was an important year for Digitalbox, with profitable growth and further progress made in delivering our strategy of building a leading mobile-focused media business. We developed our portfolio, attracted new audiences, and monetised them effectively. The successful year-end outcome has been greatly aided by our knowledge, focus and technology, allowing us to drive benefit from our strategic positioning. Against a backdrop of economic disruption created by the Pandemic, we were well served by operating in the segment of the advertising market which presents the most accountable and relevant commercial solutions. When pressure was placed on marketeers in 2020 and 2021, they chose to increasingly shift their spend to targeting highly engaged users on mobile devices - Digitalbox's heartland.

The two acquisitions we have completed since our admission to AIM - The Daily Mash and The Tab - have proved the potential of our model, giving us confidence, we can continue to create growth within the portfolio and make further acquisitions when the fit is right.

Current trading remains strong and in line with market expectations. In short, we have entered 2022 with a portfolio of assets primed for future growth, a stronger investor base and a confident digital advertising sector destined to increase its share of global ad spend significantly."

Investor Presentation - Investor Meet Company

Digitalbox will also provide a live investor presentation through the Investor Meet Company platform today at 10.00am. The presentation is open to all existing and potential shareholders. Questions can be submitted at any time during the live presentation. Investors can sign up to Investor Meet Company for free and add to meet Digitalbox plc via

https://www.investormeetcompany.com/digitalbox-plc/register-investor.

Investors who have already registered and added to meet the Company will be automatically invited.

Market abuse regulation

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (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.

Digitalbox operates three trading brands, Entertainment Daily, The Tab and The Daily Mash. Entertainment Daily produces and publishes online UK entertainment news covering TV, showbiz and celebrity news. The Daily Mash produces and publishes satirical news content. The Tab is the UK's biggest youth culture site fueled by students.

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

Chairman's Statement

I am delighted to report that Digitalbox plc ('Digitalbox') has successfully continued to deliver on its growth strategy in 2021 as it strengthened all parts of its business.

When the management team set about building Digitalbox they did so by identifying consumer media trends that they were confident would play out over the medium term. These trends have generally been accelerated by the global pandemic which, whilst painful for all in 2020, have progressed the business more quickly than would have once been anticipated.

As the market continued to experience uncertainty throughout the year, Digitalbox was able to quickly adapt, benefiting from the agile structures put in place during 2020. With strong editorial propositions running through the portfolio, the teams expertly navigated the market to extract great value over the year, assisted by some post-pandemic tailwinds. The delivery of the female audience at scale is continuing to build a premium price from advertisers.

As the year progressed, the business has built its cash position from a starting point of £1.9m to £2.2m at 31 December 2021. While maintaining the CBILS loan from 2020, this increasingly puts the business in a stronger position when it comes to making investment decisions and the team have continued to review potential acquisitions and opportunities for in-house growth. The amount outstanding on the CBILS loan as at 31 December 2021 was £0.4m. The gross cash balance on hand as at 25 March 2022 was £2.7m.

In terms of acquisitions, the Tab is a great example of how Digitalbox acquire and improve a business. Moving into operating profit in its first month of ownership, the asset paid back over 70% of its purchase price by the year end alongside bringing other financial benefits to the business. The team spent time further integrating the editorial operation whilst strengthening its commercial operations, which saw advertising session values more than double for the critical trading month of December.

Much of Digitalbox's success has been driven by its Graphene platform. With a technology team briefed to optimise everything they can from a mobile perspective, Graphene is constantly evolving as the market changes and is behind the company strengthening its position in all key areas, including commercial growth and audience engagement.

This combination of maintaining agile structures, delivery on strategy and using skills to best adapt to positive market conditions has led to a 68% year-on-year growth in revenue and a strong £1.0m of adjusted EBITDA compared to £0.3m in 2020.

Adjusted EBITDA is defined as the operating profit/(loss) after adding back depreciation, amortisation, share based payments, acquisition and listing costs, direct costs associated with business combinations and capital restructure costs.

We strengthened the Board with the appointment of Philip Machray in July 2021 as an independent non-executive director.

While we all hope the chief impacts of the pandemic are largely over, this mobile-first business is in excellent shape to take advantage of the new economic landscape.

As management are strengthening the operating team through new appointments, we remain highly cash generative and with healthy cash reserves in hand, we are in a great position to deliver further opportunities for growth in 2022.

Marcus Rich

Chairman

28 March 2022

Chief Executive's Statement

2021 was an important year for Digitalbox, with profitable growth and further progress made in delivering our strategy of building a leading mobile-focused media business. We developed our portfolio, attracted new audiences and monetised them effectively. The successful year-end outcome has been greatly aided by our knowledge, focus and technology allowing us to drive benefit from our strategic positioning.

Against a backdrop of economic disruption created by the pandemic, we were well served by operating in the segment of the advertising market which presents the most accountable and relevant commercial solutions. When pressure was placed on marketeers in 2020 and 2021, they chose to increasingly shift their spend to targeting highly engaged users on mobile devices - Digitalbox's heartland. As we have continued to build our audience base to become one of the most significant publishers for women in the UK, we have benefited from the market demand for quality advertising inventory at scale for this demographic.

Financial review

Like the major platform businesses (Facebook/Google/Amazon), Digitalbox has benefited from a positive shift in consumer media behaviour and the arising marketing trends. Traffic has been stimulated by the ubiquity of mobile devices that has seen usage time climb to record levels in 2021. Advertising markets also grew back strongly, and while the market returned in a less traditional shape due to some macro-economic challenges, it really surged forwards over the year.

With this momentum in the market, Digitalbox again traded profitably in 2021 delivering an adjusted EBITDA of more than £1.0m while building its cash position to £2.2m as at 31st December 2021. The business therefore ended the year with revenues up 68% year on year to £3.7m, which the Board consider a significant achievement. Revenues include 12 months of trading on the Tab to 31st December 2021 (versus three months of trading in 2020). The outcome is a strong indicator of the Digitalbox business model.

Gross profit was £3.1m (2020: £1.7m) delivering a year-on-year margin increase on the back of advertising rates recovering and delivering healthy gross margins of 86% (2020: 76%). Adjusted EBITDA for the year was £1.0m (2020: £0.3m), and our adjusted EBITDA margin doubled to 28% (2020: 14%).

Digitalbox has a low capital expenditure requirement and is not working capital hungry. This, together with the successful £1.2m placing with Downing Ventures in October 2020, alongside our CBILS loan of £0.45m secured in the same month, ensured that the business continued to strengthen its balance sheet and cash reserves, ending the year with £2.2m of cash (2020: £1.9m). We retained the CBILS loan but repaid the £50k Bounce Back Loan inherited when we acquired Tab Media Limited.

Market landscape

As the AIM market has seen new entrants from the media industry over the past year, it is good to see this increased activity draw attention to our sector. It has also been increasingly pleasing to see the market recognise the value contained within the Digitalbox business, with further headroom on valuations given those of comparable peers. There are commonalities in our operation to that of LBG Media plc and our UK female audience figures are positioned positively alongside those of Future plc.

Operating review

2021 was a year of continued uncertainty due to the pandemic, but it further demonstrated the effectiveness of the digital advertising medium as its share grew towards 60% of global ad spend. As the pandemic disrupted movement and shopping habits, it rapidly accelerated the adoption of ecommerce via the most personal of channels, the mobile device. With Digitalbox's mobile-first focus, we were well positioned for the market adjustments of 2021 and remain very well placed for the forecast growth over coming years.

Digitalbox currently owns and operates three trading brands - Entertainment Daily, The Daily Mash and The Tab. Entertainment Daily produces and publishes online UK entertainment news covering TV, showbiz and celebrities. The Daily Mash delivers online satirical news articles in its own distinctive style and The Tab is the UK's largest student and youth culture site fuelled by a network of more than 30 local university sites. All three brands generate revenue from advertising in and around the content they publish.

Our user base grew 82% year-on-year as we strengthened our portfolio of assets over the 12-month period. As well as building out further strands to our existing brands we invested in ensuring The Tab was as well integrated as possible to benefit from our technology and drive its commercial success.

Compelling content remains at the core of the Digitalbox offering, created by talented teams with an expert understanding of their respective audiences. We couple this expertise with our proprietary mobile-first tech stack, Graphene. Named after the incredibly fast, light, super-conductive material, Graphene has been shaped to deliver the best user experience through the fastest and lightest page load speeds on mobile and highly efficient advertising auctions that drive value through competitive tension. It enables audiences to scale rapidly with the least resistance from the technology as the major platforms continue to up-rank publishers in real time as speed quickens.

The Tab has proved to be a great success since its acquisition at the end of 2020. It has now paid back over 70% of its purchase price within the first 15 months of ownership. We have been considering further acquisitions and have been highly selective, rejecting some targets owing to the nature of their broken business models and some for being overpriced. We continue to scour the market and with cash in the bank will move quickly where we can realise the appropriate value.

The Digitalbox team is being scaled to bring capacity for further growth on our existing brands and to ensure any acquisitions can be quickly integrated, while operational efficiencies remain strong.

Leading as a mobile-first business

Our strategy to create a mobile-first business has positioned us as a market leader for both audience engagement and monetisation. Push media skills remain critical and our brands continue to engage consumers at scale with over 88% of our audience on Entertainment Daily, The Daily Mash and The Tab visiting on mobile devices. With an average of over 22m monthly user visits to our sites, we provide truly significant user scale to the market.

As noted earlier, mobile advertising spend was growing well ahead of the pandemic. The COVID-19 pandemic has accelerated the trend, with digital advertising now accounting for 64% of all global advertising expenditure. As part of our Graphene technology suite that supports our mobile-first strategy, we have built a new Graphene Ad Stack (G.A.S.) which enables optimisations to be rapidly applied. As previously reported, our G.A.S. video player has helped contribute to our growth with record revenues being generated in December 2021.

PROJECTED GLOBAL DIGITAL / MOBILE AD SPEND

*Source: Statista Worldwide Digital Advertising Report Nov 2021

Portfolio growth

Entertainment Daily saw its user-base grow as the site diversified its traffic sources. The site was named by UK Press Gazette as the fastest growing news site in the UK for two months running. Google now accounts for over 40m sessions and is set for further growth as we invest more in SEO content and optimisation alongside the Discover feed. Facebook also performed well as the turbulence within its ecosystem reduced after the challenges of the US elections in 2020. The editorial team hit all the TV and showbiz stories as the news broke, maximising traffic and social engagement around moments that caught the nation's imagination.

We acquired the UK's most successful student and youth culture site, The Tab in late 2020. The site was founded by three students at Cambridge in 2009 as a reaction to out-of-touch student papers and since then it has exploded into one of the biggest youth media sites in Britain, speaking directly to Generation Z and engaging with more than six million users a month. Content is driven by a core team based in London who work with student journalists on more than 30 subsites across UK campuses, offering a mix of smart takes on trending youth culture and strong campaigning editorial. Not only is this an incredible opportunity to engage with this influential demographic, it also opens up a pool of smart journalist talent who may well be interested in contributing to the broader Digitalbox business.

While the Tab's founders were right about the need for a fresh, relevant platform for the student audience, we have spent time refining the commercial approach. G.A.S. has increased its impact over 2021 with the December 2021 session values being up more than 100% over the previous December. This is a great case study in how our approach can take websites forward with a much more efficient operating model.

The Daily Mash had a strong year growing back from the Facebook misinformation algorithm that caused setbacks in 2020 when Facebook/Meta struggled to identify the difference between satire and fake news. With a highly loyal core audience we decided to diversify our revenue sources on the site through the test launch of an ad-free experience behind a paywall. This test has proved very encouraging with over 450 subscribers and we plan to scale the project with the addition of a premium content offering for these paying visitors. We also moved our TV relationship from BBC2 to UK TV's Dave channel where the Late Night Mash show upped its on-air time from 30 mins to 45 minutes per episode and increased the number of episodes from six to nine for the season. The show achieved fantastic BARB (Broadcasters Audience Research Board) audience figures by establishing itself as the channel's third best performing show for the year and delivering more than double the slot average audience.

Culture and people

We are focused on creating a culture that enables talented people to do their best work. Even before the pandemic that meant being flexible rather than harbouring traditional views of office culture or adopting a one-size-fits-all approach. We continue to mix office-based roles and remote working arrangements, full-time and part-time positions, staff and freelance contributor agreements to marry the needs of the business with those of our people.

During the year our teams rose to the challenges presented by reduced face-to-face contact while delivering great results. Good communication and a sense of inclusion are important to us, so we publish monthly all-staff updates on progress and stage weekly leadership sessions alongside daily team meetings. Building on this, in July we held our first all-staff conference which was a fantastic opportunity to bring everyone together and share ideas.

Recruiting and retaining great people is crucial to our success. Our success hiring younger talent on Entertainment Daily through its apprentice programme has continued along with new development opportunities, training and development for more senior staff. The Daily Mash has strengthened its commissioning team, and we have used The Tab's outreach network to bring new writing talent onto the site.

Everyone at Digitalbox benefits from the company's life assurance and pension schemes and we aim to ensure our staff are rewarded fairly and have opportunities to progress within the business. All team members and their immediate families have access to our free wellbeing & support programme including personalised healthy eating and exercise plans, mental health support, legal and medical advice and ways to prevent burnout. A share options scheme also exists for senior staff.

I would like to take the opportunity to thank all staff across the business for their incredible hard work and commitment during the last year and their valuable contribution to these results. I would also like to thank all those student journalists who have contributed to The Tab over the year, some of whom I had the pleasure of meeting at the brand's annual student curry night in Brick Lane.

Business outlook

Digitalbox has continued to develop as a profitable UK digital media business positioned squarely in the mobile space.

Global digital advertising spend is forecast to grow by more than 50% in the next four years. The market reaction to the COVID-19 pandemic has accelerated the positive trends we had already identified, pushing the business to the forefront as mobile devices market share is forecast to shift from 60% of all digital ad spend in 2021 to 70% in 2026 (see table above) and our content and tech teams continue to strengthen delivery through this channe

Beyond the advertising market, the entertainment production houses that were hit hard in 2020 are also recovering well. 2022 is anticipated to see UK TV production spend rise to over £10bn, which we anticipate will benefit our audience engagement with new shows to cover and provide further opportunities for our associated TV show, Late Night Mash.

The two acquisitions we have completed since our admission to AIM - The Daily Mash and The Tab - have proved the potential of our model, giving us confidence we can continue to create growth within the portfolio and make further acquisitions when the fit is right.

Current trading remains strong and in line with market expectations. We remain alert to any market adjustments as a result of the war in the Ukraine, although Digitalbox is no more exposed than any other primarily UK-based media business. The Company has made a charitable donation to the Disasters Emergency Committee to assist those impacted by the crisis.

In short, we enter 2022 with a portfolio of assets primed for future growth, a stronger investor base and a confident digital advertising sector destined to significantly increase its share of global ad spend.

James Carter

Chief Executive

28 March 2022

Strategic Report

The Digitalbox Vision

We set out to build a new digital media business; one driven by profit and efficiency delivering high-quality content engaging users at speed and scale.

Our aim remains to generate organic growth of our existing assets and to acquire and transform digital media properties with the potential to thrive through the application of the Digitalbox model.

We have a proven ability to grow at speed by focusing on current and future trends; rapidly adapting to technical advances and the habits of our audience, free from legacy issues that frequently cause distraction in other media businesses.

Consumer media behaviour

The Digitalbox publishing model was informed by the recognition of the growth of 'push media' consumption, especially on mobile - where the most highly engaging and relevant content from publishers is placed in users' feeds based on trending topics, article performance and their own behaviours and interests.

Content-surfacing algorithms continue to be refined, delivering a better user experience and higher rates of engagement resulting in more time being spent within the respective gateways to this content.

Both Meta and Alphabet continue to compete for consumer attention through 'push media' consumption, and it is the publishers with the most engaging content that will continue to benefit from this competition. Google continues to develop its push content strategy via its Discover feed which is now making billions of content suggestions and Facebook is placing a greater focus on its content tools being more fully integrated across its platforms in a bid to better enable creators and satisfy their audiences.

Targeting consumers via an array of distribution channels is one thing, but having the ability to profitably operate in those channels is where the real skillset lies.

Whilst the major platforms continue to evolve their models, consumers continue to support other push media sources too, with the continued growth of TikTok amongst the younger demographic. As a result, we continue to see growth opportunities.

Our approach

We believe in order to be successful in today's media environment a business, its brands and its people must be:

ENGAGING - The internet is dominated by platforms that compete for engagement and media brands that deliver the highest levels will prosper. Our teams' passion for their subjects, understanding of their audiences and expertise in producing truly compelling content, consistently deliver market-leading levels of engagement.

FAST - Audiences' expectation levels are higher than ever and their attention spans are lower. Our content and tech teams obsess about getting the best stories to their readers as quickly as possible.

FLEXIBLE - Digitalbox is a mobile-first media company for the simple reason that this is where consumers have congregated. Our future strategy will be shaped by continuing to move with our audience. This will inevitably require flexibility as different platforms go in and out of favour and different devices emerge. We know tomorrow will be different.

EFFICIENT - Efficiency matters because we regard profitable operation as the key to longevity. The digital market has seen many long bets against models that fail the profit test. Our teams use every tool to maximise their impact and efficiency.

Relevance

Our business is currently built around a UK audience focus which brings distinct benefits across our key disciplines:

· Our editorial content resonates strongly with our audiences, keeping our readers coming back again and again.

· Our key advertiser relationships all have a significant presence in our local market which is one of the world's most advanced marketing economies and they place great value on high-quality UK traffic.

The addition of The Tab at the end of September 2020 with its hyper-local university sites adds even more depth to this element of our strategy.

Growth through 'buy and build'

On our admission to AIM in February 2019, Digitalbox outlined a strategy to make investments in its existing portfolio and perform acquisitions to grow the business. We intended to identify targets within markets that offer natural synergies with our ongoing operations and also to expand our existing assets into areas where there is a clear appetite from our audiences.

The integration of The Tab acquisition in 2020 marked our second acquisition after The Daily Mash in 2019. The results have been pleasing as we have improved the brand's commercial performance to a point where it has repaid 70% of its acquisition cost after the first 15 months.

We will continue target and screen acquisitions that best align with our processes and enhance our existing portfolio to deliver the strategic vision. We will also continue to develop new content verticals that offer the opportunity to scale our existing portfolio. The fruits of this approach included Entertainment Daily being named fastest growing news brand in the UK for both August and September by respected industry source UK Press Gazette.

Audiences that are in demand

Entertainment Daily reaches a core demographic of 25-55 year old UK women; the power brokers of UK shopping. Being frequently in charge of the household budget they are passionate about the territory they control. They love brands that provide status and are always on the look-out for great deals they can share with their friends. Our audience has evolved to more than 4m per month and our channel diversification saw significant growth from Google-sourced users.

The Daily Mash is consumed by savvy UK independent thinkers. These educated professionals respond to the brand's pitch-perfect skewering of the rich and infamous and its inventive and surreal takes on the absurdity of modern life. Influential among their peers thanks to their own finely-tuned view of the world, they are seen as selective and discerning. These 25-44 year olds are power-sharers of digital media who even in these challenging times continue to spread a smile.

The Tab was founded by three students at Cambridge in 2009 as a reaction to out-of-touch student papers. Since then it has exploded into one of the biggest youth media sites in Britain, speaking directly the UK's 15-24 year olds. They are the generation tasked with more responsibility than any other in the last 50 years. It will be their reinvention that heals the planet, that creates new ways of working and cares for our ageing population. The leaders of tomorrow, the global citizens who need to think in a more measured and considered fashion. 

The three audiences have further scope for growth and cross-fertilisation as they continue to demonstrate increasing levels of engagement.

It's also worth noting that female readers are particularly in demand by advertisers and women visited Digitalbox's websites more than 180 million times in 2021.

Mobile-optimised Graphene tech platform

Graphene is our scalable and dynamic mobile-first tech stack; a blend of technologies allowing our websites to flourish through fast, light-touch content delivery and optimised mobile profitability. It brings significant advantages to how our sites are experienced by users and ranked by the key platforms - especially Alphabet and Meta - and also enables us to reduce tech and serving costs. Since our deployment of the Graphene Ad Stack (G.A.S.) The Tab has seen session values more than double since early 2021.

Graphene will continue to evolve through increased investment in our tech roadmap in 2022 and we will on-board future acquisitions onto the platform.

Portfolio development

While profitability is key, we continue to invest in the existing business. 2022 will see additional investment across Entertainment Daily, The Tab and The Daily Mash as we aim to deliver further meaningful growth from diversification of our key routes to audiences.

1Adjusted EBITDA is defined as the operating profit/(loss) after adding back depreciation, amortisation, share based payments, acquisition and listing costs, direct costs associated with business combinations and capital restructure costs.

The financial statements were approved by the Board and authorised for issue on 28 March 2022

James Carter David Joseph

CEO CFO

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

1. GENERAL INFORMATION

 Digitalbox Plc is a public limited company incorporated and domiciled in the United Kingdom. The address of the registered office 2-4 Henry Street, Bath, England, BA1 1JT. The Company is listed on AIM of the London Stock Exchange.

The principal activity of the Group and of the Company are disclosed in the Directors' Report.

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Group operates. Foreign operations are included in accordance with the policies set out in note 4.

2. STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED IN THE CURRENT FINANCIAL YEAR ENDED 31 DECEMBER 2021

The following IFRS standards, amendments or interpretations became effective during the year ended 31 December 2021 but have not had a material effect on this Consolidated Financial Information:

Standard

Amendments to IFRS 16: Leases (Covid-19-Related Rent Concessions)

All new standards and amendments to standards and interpretations effective for annual periods beginning on or after 1 January 2021 that are applicable to the Group have been applied in preparing these Consolidated Financial Statements.

3. NEW AND REVISED IFRS STANDARDS IN ISSUE BUT NOT YET EFFECTIVE

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Consolidated Financial Statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.

The Directors are continuing to assess the potential impact that the adoption of the standards listed above will have on the Consolidated Financial Statements for the year ended 31 December 2022.

4. ACCOUNTING POLICIES

Principal accounting policies

The Group is a public Group incorporated and domiciled in the United Kingdom. The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs") and those parts of the Companies Act 2006 which apply to companies preparing their financial statements under IFRSs. The financial statements are presented to the nearest round thousand (£'000) except where otherwise indicated.

The Group comprises the parent company and its subsidiaries, as detailed in note III to the company financial statements. All of these have been included in the consolidated financial statements in accordance with the principles of acquisition accounting as laid out by IFRS 3 Business Combinations.

Going concern

Considering the profit generated during the year of £396k (2020: loss of £191k), the Group had closing net assets of £13,073k (2020: £12,534k), net current assets of £2,913k (2020: £2,373k) and cash at bank and in hand of £2,186k (2020: £1,853k).

The Group generated cashflows from operating activities of £510k during the year. The Group has remained cash generative during a difficult economic period which saw the profound impact of COVID-19.

In considering going concern, the Directors consider the current financial position and performance of the business, as well as reviewing financial information for a period of at least 12 months from the date of approval of the financial statements. Given the financial performance of the Group, the successful acquisition and integration of Tab Media in 2020 and the expectations from forecast financial information, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

The Directors believe that they can continue to mitigate the impact of COVID-19 as has been demonstrably achieved in the year ended 31 December 2021, and accordingly continue to adopt the going concern basis in preparing the financial statements.

Business combinations and goodwill

Acquisitions of subsidiaries and business are accounted for using the acquisition method. The assets and liabilities and contingent liabilities of the subsidiaries are measured at their fair value at the date of acquisition. Any excess of acquisition over fair values of the identifiable net assets acquired is recognised as goodwill. Goodwill arising on consolidation is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in profit or loss accounts and is not subsequently reversed. Acquisition related costs are recognised in the income statement as incurred.

Transactions between wholly owned group members involving the hive-up or hive-across of trade and / or assets and liabilities are outside the scope of IFRS 3 on the grounds that they represent common control business combinations. The group has elected to apply IFRS 3 in accounting for all such transactions, which involves a full fair value exercise at the date of the transaction. This accounting policy has been consistently applied to all such transactions, and has been chosen on the grounds that the nature of these transactions is the amalgamation of acquired businesses into the existing trading business, which generally takes place shortly after the original acquisition.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

The Group monitors the performance obligations in accordance with IFRS 15 considering that the performance obligations are met upon the Group delivering the advertisement to the customer.

A receivable is recognised when the services are delivered at this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

Rendering of services

Revenue from providing services is recognised in the accounting period in which the services are rendered.

Revenue from the sale of advertising space is recognised upon the advertisement being generated and the Group delivering the advertisement to the customer. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable future economic benefits will flow to the entity and the Group has satisfied the performance obligations. Revenue is not received in advance and therefore the Group does not account for contract liabilities.

Leases

The Group assesses whether a contract is or contains a lease, at inception of a contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. The Group assesses its discount rate using its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise fixed lease payments (including in-substance fixed payments), less any lease incentives.

The lease liability is included in Payables in the Statement of Financial Position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciation over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are included in the tangible fixed assets in the Statement of Financial Position.

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts any identified impairment losses.

Foreign currency

The individual financial statements of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in pound sterling, which is the functional currency of the Group, and the presentational currency for the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the individual company's functional currency (foreign currencies) are recorded at rates of exchange prevailing on the dates of the transactions. At the reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of the gain or loss is also recognised directly in equity.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during the period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised as income and expense in the period in which the operation is disposed of. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rates.

Intangible assets

Intangible assets include goodwill arising on the acquisition of subsidiaries and represents the difference between the fair value of the consideration payable and the fair value of the net assets that have been acquired. The residual element of Goodwill is not being amortised but is subject to an annual impairment review.

Also included within intangible assets are various assets separately identified in business combinations (such as brand value) to which the Directors have ascribed a fair value and a useful economic life. The ascribed value of these intangible assets is being amortised on a straight-line basis over their estimated useful economic life, which is considered to be 7 years.

Other intangible assets purchased by the Group are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation is recognised so as to write off the cost less their residual values over their useful lives, which is considered to be 3 years straight line.

Financial instruments

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument.

Contract liabilities

Contract liabilities comprise payments in advance of revenue recognition and revenue deferred due to contract performance obligation not being completed. They are classified as current liabilities if the contract performance obligations payments are due to be completed within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Contract liabilities are recognised initially at fair value and subsequently at amortised cost.

Trade and other receivables

Trade and other receivables are measured at initial recognition at fair value, and subsequently measured at amortised cost using the effective interest method. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due. The amount of any provision is recognised in profit or loss.

The Group always recognises lifetime expected credit losses (ECL) for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Group's historical credit loss experience, adjusted for facts that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast director of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Cash and cash equivalents are recognised as financial assets. They comprise cash held by the Group and short-term bank deposits with an original maturity date of three months or less.

Trade payables are initially recognised as financial liabilities measured at fair value, and subsequent to initial recognition measured at amortised cost.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deduction of all its liabilities. Equity instruments issued by the Group are recorded at the proceeds received net of direct issue costs.

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income on a straight-line basis over the vesting period.

Non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Fair value is calculated using the Black-Scholes model, details of which are given in note 22.

Pensions

The pension schemes operated by the Group are defined contribution schemes. The pension cost charge represents the contributions payable by the Group.

Property, plant and equipment

Property, plant and equipment are stated at cost net of accumulated depreciation and provision for impairment. Depreciation is provided on all property plant and equipment, at rates calculated to write off the cost less estimated residual value, of each asset on a straight-line basis over its expected useful life. The residual value is the estimated amount that would currently be obtained from disposal of the asset if the asset were already of the age and in the condition expected at the end of its useful economic life.

The method of depreciation for each class of depreciable asset is:

Office equipment - 25% reducing balance

Right-of-Use asset - over term of lease

Impairment of Assets

Impairment tests on goodwill are undertaken annually at the balance sheet date. The recoverable value of goodwill is estimated on the basis of value in use, defined as the present value of the cash generating units with which the goodwill is associated. This is computed by applying an appropriate discount rate to the estimated value of future cashflows. When value in use is less than the book value, an impairment is recorded and is irreversible.

Other non-financial assets are subject to impairment tests whenever circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its estimated recoverable value (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable value of an individual asset, the impairment test is carried out on the asset's cash-generating unit. The carrying value of property, plant and equipment is assessed in order to determine if there is an indication of impairment. Any impairment is charged to the statement of comprehensive income. Impairment charges are included under administrative expenses within the consolidated statement of comprehensive income.

Taxation and deferred taxation

Corporation tax payable is provided on taxable profits at prevailing rates.

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base, except for differences arising on:

· the initial recognition of goodwill; and

· the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit.

Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profit will be available against which the asset can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

Taxation and deferred taxation (continued)

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

· the same taxable Group company; or

· different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Directors, who are responsible for allocating resources and assessing performance of the operating segments.

A business segment is a group of assets and operations, engaged in providing products or services that are subject to risks and returns that are different from those of other operating segments.

A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments. The Executive Directors assess the performance of the operating segments based on the measures of revenue, profit before taxation and profit after taxation. Central overheads are not allocated to business segments.

Government grants

Government grants are recognised when there is reasonable assurance that the grant conditions will

be met and the grants will be received, and are recognised as a separate component of other operating income, rather than being offset against the costs to which they relate.

5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

In the application of the Group's accounting policies, which are described in note 4, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on experience and other factors considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements and estimations that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Impairment of goodwill

Impairment of the valuation of the goodwill relating to the acquisition of cash generating units is considered annually for indicators of impairment to ensure that the asset is not overstated within the financial statements. The annual impairment assessment in respect of goodwill requires estimates of the value in use (or fair value less costs to sell) of cash generating units to which goodwill has been allocated.

This requires the Directors to estimate the future cash flows and an appropriate discount factor, in order that the net present value of those cash flows can be determined. Discounted cash flow forecasts give due consideration to the impact of COVID-19 on the future cash flows, and are stress tested under a range of scenarios. In all instances, the headroom is sufficient to satisfy the Directors that there are no indicators of impairment based on circumstances that were present or could be reasonably foreseen at the reporting date.

Critical accounting Estimates

Amortisation of intangible assets

The periods of amortisation adopted to write down capitalised intangible assets requires judgements to be made in respect of estimating the useful lives of the intangible assets to determine an appropriate amortisation rate. Development costs (domain names and website costs) are being amortised on a straight-line basis over the period during which the economic benefits are expected to be received, which has been estimated at 3 years. Intangible assets recognised in relation to the brand names are being amortised straight-line over 7 years.

Depreciation

The useful economic lives of tangible fixed assets are based on management's judgement and experience. When management identifies that actual useful economic lives differ materially from the estimates used to calculate depreciation, that charge is adjusted retrospectively.

Share based payment expense

Non-market performance and service conditions are included in the assumptions about the number of options that are expected to vest. At the end of each reporting period the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to the original estimates, if any, in the consolidated statement of comprehensive income, with a corresponding adjustment to equity.

This requires a judgement as to how many options will meet the future vesting criteria as well as the judgements required in estimating the fair value of the options.

IFRS 16 discount rates

The Group estimates an appropriate discount rate based on an incremental rate of borrowing for the calculation of the IFRS 16 right-of-use assets. This requires judgement as to an appropriate discount rate.

Provision for bad and doubtful debts

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables. To measure expected credit losses on a collective basis, trade receivables are grouped based on similar ageing. The expected loss rates are based on the Group's historical credit losses experience over the twelve month period prior to the period end. Forward looking issues have been considered, including in relation to the ongoing impact of the COVID-19 pandemic. This has had an immaterial effect on the expected credit loss rate.

6. SEGMENTAL INFORMATION

A segmental analysis of revenue and expenditure is as follows:

6. SEGMENTAL INFORMATION (continued)

*Administrative expenses exclude depreciation, amortisation, share based payments and acquisition and listing costs.

The segmental analysis above reflects the parameters applied by the Board when considering the Group's monthly management accounts.

In 2021, government grants of £10k (2020: £24k) were received as part of the Government's initiatives to provide immediate financial support as a result of the COVID-19 pandemic. There are no future related costs associated with these grants which were received solely as compensation for costs incurred in the year.

Directors' Detailed Emoluments

Details of individual Directors' emoluments for the year are as follows:

*100% of net proceeds from bonus payment used to repay the directors company loans.

**annual salary is £25k p.a.

***annual salary is £35k p.a. 

All pension contributions represent payments into defined contribution schemes.

The Executive Directors have service contracts with the Company which are terminable by the Company or relevant director after a fixed term of 12 months followed by 6 months' notice.

The Directors' interests in the issued ordinary share capital of the Company was as follows:

Details of the EMI options over the Company's shares held by the directors are as follows:

In addition, effective options in Digitalbox plc exist due to three directors having warrants in its subsidiary company, Digitalbox Publishing (Holdings) Limited, which, when exercised, are satisfied by issuing shares in Digitalbox plc.

These are set out in the table, below;

The warrants had vested prior to admission onto AIM on 28 February 2019 and carry an effective exercise price of 2.28 pence per share issued in Digitalbox plc.

On 16 February 2022 Martin Higginson exercised his warrants in full. This is noted as a post balance sheet event at note 27.

Further information on share options is included in note 22.

The market price of the shares at 31 December 2021 was 8.70p with a quoted range from throughout 2021 of 5.25p to 9.25p. The EMI options vest based on performance criteria detailed in note 22.

The tax assessed for the year differs from the standard rate of corporation tax in the UK applied to loss before tax.

In the Budget on 3 March 2021, the Chancellor announced the intention to increase the main rate of UK corporation tax to 25% for the financial year beginning 1 April 2023. This was substantively enacted on 24 May 2021. Deferred tax at the balance sheet date has therefore been measured using the newly enacted tax rate of 25% (2020: 19%) in these financial statements.

There were unused tax losses at 31 December 2021 amounting to £3,434k. In the majority, these were restricted for use for 5 years against future taxable profits arising from the trade formerly carried on in Tab Media Limited and now carried on in Digitalbox Publishing Limited. No deferred tax asset has been recognised owing to materiality in the short term.

Earnings/(Loss) per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. 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 has been tracked against the quoted share price of the business from time to time during the year, and taken into account in the calculation of diluted EPS.

The net book value of owned and leased assets included as "Property, plant and equipment" in the Statement of Financial Position is as follows: