CHAIRMAN'S STATEMENT
After a
challenging year for many media businesses, with audience
volatility created by algorithm updates on key platforms and wider
economic factors, I am pleased to report that Digitalbox plc
('Digitalbox') successfully delivered a positive Adjusted EBITDA*
for 2023. While this represents a reduction on previous years, it
marks the fifth consecutive year of profitable trading since being
listed in 2019.
The
business maintained its strategic focus on delivering a 'mobile
first' media operation at scale, using leading technologies to
optimise both audience engagement and commercial performance, while
integrating bolt-on acquisitions that complement its operating
model.
During
the year, the management team focused on the delivery of this
strategy, and successfully navigated a mix of macro and micro
challenges. Specifically, the UK economy was subdued by high
interest rates, the cost-of-living crisis and geo-political issues
that impacted international markets. These issues had a knock-on
effect on the global advertising market. Also, dominant platform
owners Alphabet and Meta reported challenges resulting from these
conditions. The result was a highly difficult trading
environment.
We
reported the local headwinds facing the business in the middle of
the year as our biggest brand ,Entertainment Daily remained
blocked by Google and our second biggest, The Tab, suffered a
content strike that reduced the reach on one of its biggest
Facebook pages. Despite these headwinds, the team adapted and
made headway with dealing with these issues in the latter part of
the year. Digitalbox delivered full year revenue of £2.8m
(2022: £3.6m) and positive Adjusted EBITDA* which were within
market guidance.
Digitalbox ended the year with gross cash of £1.9m, which is
£0.9m down on the prior year, and with net cash (gross cash less
bank debt) of £1.7m, which is £0.7m less than the prior year. This
is chiefly due to the strategic value-enhancing bolt-on
opportunities the team completed during the year. In
accordance with Digitalbox's stated buy and build strategy, we
added 12m followers from the four Media Chain Group pages we
acquired, completed the purchase of tvguide.co.uk, while
successfully integrating The Poke that we had acquired a few weeks
prior to the start of 2023.
With an
enlarged brand portfolio comprising Entertainment Daily, The Daily
Mash, The Tab, The Poke and tvguide.co.uk and a doubling our social
media follower base, the business is well placed to grow into 2024.
We can potentially take advantage of further acquisition
opportunities that the Directors believe trading conditions will
likely bring to the fore.
Marcus
Rich
Chairman
25 March
2024
*Adjusted
EBITDA is defined as operating profit after adding back
depreciation, amortisation, impairment, share based payments,
acquisition costs and direct costs associated with business
combinations.
CHIEF EXECUTIVE'S STATEMENT
FINANCIAL HIGHLIGHTS
REVENUE
ADJUSTED EBITDA
£2.8m vs £3.6m in
2022
£0.02m vs £1.1m in 2022
ADJUSTED EBITDA
MARGIN ADJUSTED EBITDA
PER SHARE
0.7% vs 30.2% in
2022
0.02p vs 0.92p in 2022
*Adjusted EBITDA is defined as the
operating profit after adding back depreciation, amortisation,
impairment, share based payments, acquisition costs and direct
costs associated with business combinations.
Chief Executive's
Statement
2023 was another important year for
Digitalbox, as we expanded the portfolio of trading brands against
a backdrop of challenging market conditions. With the first full
year of trading of The Poke, which we acquired in December 2022, we
can report the brand has already repaid 50% of its acquisition cost
and is well positioned to benefit from a recovering advertising
market. While tvguide.co.uk took longer than expected to complete,
the tech solution we rolled out has seen traffic improve and
produce a better-than-expected advertising performance. This
performance is a solid foundation for future
development.
The year saw economic uncertainty
stemming from a mix of post-pandemic structural changes, the war in
Ukraine, high interest rates and the UK cost of living crisis which
impacted consumer spending. Marketers continue to favour
mobile digital media, which presents the most accountable and
relevant commercial solution within the marketing mix. However,
marketers acted and spent with much greater caution as the cost of
living basics like heating and food significantly eroded household
incomes.
Against this backdrop we developed
our audience positions; the Directors believe the Company is now
one of the most significant online publishers in the UK
entertainment space and will benefit from the demand for quality
mobile advertising inventory at scale.
Our positive year-end position of an
expanded, profitable portfolio of trading brands has resulted from
our knowledge, focus and agility. These attributes have allowed us
to tackle the challenges we faced, while remaining focused on the
positive macro trends attached to advertising within the mobile
channel which we anticipate will grow ahead of the
market.
Financial
review
Full year revenue of £2.8m is 22%
down on 2022. This headline is masking the volatility within this
overall movement due to a challenging macro trading environment.
The trading environment saw a 40% growth in the Group's underlying
revenues in H1 2022 and a 27% reduction in H2 2022. Although we are
disappointed to deliver a reduction in Adjusted EBITDA* compared to
2022, we are pleased to continue the trend of being consistently
profitable with Adjusted EBITDA* of £20k, despite the aggressive
market conditions.
Cash generation is a key feature of
this business and, despite the challenging trading conditions
leading to a year-on-year revenue reduction of £0.8m, the cash
generated by operations was £0.2m. The business ended the year with
gross cash at the bank of £1.9m, which is £0.9m lower than last
year. This is despite having invested £1.0m in intangible assets,
via the two acquisition of assets made, and spending £0.1m in loan
and lease repayments.
The challenging conditions within
capital markets, coupled with the increased base rate, has led the
Board to consider the weighted average cost of capital discount
rate when considering the carrying value of goodwill and intangible
assets in the balance sheet. This, together with a significantly
reduced cash generation from Entertainment Daily due to the
prevailing economic conditions and the content distribution issues
caused by Meta and Google policy and algorithm changes, has led to
an impairment charge of £6.4m against the carrying value of
goodwill in relation to Entertainment Daily, plus a consequent
£5.0m impairment charge on the carrying value of the investments in
the Company balance sheet.
Operating
review
Digitalbox owns and operates five
trading brands - Entertainment Daily, The Daily Mash, The Tab, The
Poke and TV Guide. Entertainment Daily produces and publishes
online UK entertainment news covering TV, showbusiness, and
celebrities. The Tab is the UK's leading student and youth culture
site fuelled by a London-based core team and a national network of
30 local university sites. The Daily Mash delivers online satirical
news articles in its own distinctive style and The Poke expertly
curates the funniest content from around the web and social media.
TV Guide delivers the latest information to UK consumers about what
to watch and when, ensuring they don't miss out. All five brands
generate revenue from advertising in and around the content they
publish, and the Daily Mash has also diversified into a paid
subscription model.
While 2023 was a year of
uncertainty, it demonstrated the effectiveness of the digital
advertising medium as its share grew to 67% of global ad spend.
Post-pandemic trends continue to evolve and the adoption of
ecommerce via the most personal of channels, the mobile device,
will continue to drive demand for quality inventory.
With Digitalbox's lean operating
model, the Company believes it is well positioned to push forward
with our strategy and remain well placed to benefit from for the
forecast growth in mobile ad spending over coming years. Above and
beyond the macro conditions that impacted most industries in 2023,
Digitalbox was impacted by two specific issues aligned to Alphabet
(Google) and Meta (Facebook). Google algorithms blocked our biggest
brand Entertainment Daily and Facebook - unjustly in our view
- sanctioned a key social page for The Tab's coverage of a
popular Netflix documentary about the serial killer Jeffrey Dahmer,
deeming it as 'promoting a dangerous individual'. Both issues are
showing signs of a potential resolution.
Despite the challenges thrown up by
the two platforms, our publishing operations for the year saw 239m
visits to our websites. As well as successfully integrating The
Poke and TV Guide, we established some very strong engagement with
the Media Chain Group assets that we acquired and plan to build
this further into 2024. Further, there was underlying commercial
success as we saw significant year-on-year growth in the Poke and
Tab session values over the 12 months and the whole portfolio of
trading brands performed ahead of the market.
Compelling content remains at the
core of the Digitalbox offering, created by talented teams with an
expert understanding of their respective audiences' needs. As part
of this being an increasingly important factor in website ranking,
we have invested in greater visibility of our teams across
expanded author pages on the respective websites. We marry the
expertise of these highly valued staff members with our proprietary
mobile-first tech stack, Graphene. Named after the incredibly fast,
light, super-conductive material, Graphene has been developed to
deliver the best user experience through the fastest and lightest
page load speeds on mobile.
Alongside this highly optimised,
low-friction content delivery, the commercial element of the
Graphene suite, the Graphene Ad Stack (GAS) now powers the
advertising monetisation of Entertainment Daily, The Daily Mash,
The Tab, The Poke and TV Guide. We are seeing significant value
creation here on The Poke and TV Guide as improved data from our
deployment of GAS has enabled it to significantly grow advertising
session values since the early stages of our ownership of both
brands. As our portfolio expands, GAS's role in optimising revenue
performance across the business and speeding the route to enhanced
profitability for acquired properties is key for us.
The Tab has proved to be a great
success since its acquisition at the end of 2020 having fully paid
back its purchase costs within the first two years. We are tracking
to achieve similar results on The Poke and hope to do the same on
TV Guide. We continue to evaluate further acquisition opportunities
and have seen an increase in opportunities as other publishers with
lower margin headroom endured the challenging trading conditions of
2023. We remain ready to move quickly where we can realise the
appropriate value.
The Digitalbox team was maintained
in scale during a turbulent 2023 to ensure capacity for growth on
our existing brands and to ensure any acquisitions can be quickly
integrated, whilst operational efficiencies will remain
strong.
Leading as a mobile-first
business
Our strategy to create a
mobile-first business has helped position us as a leader in the
market for both audience engagement and monetisation. Push media
skills remain critical, and our brands engage consumers at scale
through this channel with 91% of our audience across the portfolio
visiting on mobile devices. With an average of 20m monthly user
visits to our sites, we present truly significant user scale to the
market especially when combined with our capacity to
engage.
Mobile advertising spend was growing
well ahead of the economic issues that emerged in H2 2022 and we
anticipate its acceleration as we emerge from this challenging
period in 2024. As part of our Graphene technology suite that
supports our mobile-first strategy, we are building a single site
template for all our brands which enables optimisations to be
rapidly applied across the portfolio. As previously reported, our
GAS set up on The Poke quickly drove it to profitability and we are
seeing similar results on TV Guide. This will give Digitalbox a
distinct advantage as we look to further optimise our existing
portfolio, complete more acquisitions, build new sites and benefit
from the forecast growth in the digital ad market.
PROJECTED GLOBAL DIGITAL / MOBILE AD
SPEND
|
2023
|
2024
|
2025
|
2026
|
2027
|
Forecast global digital ad spend
$bn*
|
601
|
667
|
734
|
802
|
870
|
Forecast market growth
|
|
10.9%
|
10%
|
9.2%
|
8.6%
|
*Source: eMarketer, March 2023
https://www.insiderintelligence.com/content/digital-ad-spend-worldwide-pass-600-billion-this-year
Portfolio
growth
Television listings site TV Guide is
the most recent addition to the Digitalbox portfolio, with its
acquisition completing in October 2023. We feel the site is an
excellent stablemate for Entertainment Daily with a distinct
proposition and relationship with Entertainment Daily's regular
editorial output. It brings over 1m monthly users.
The Poke, as detailed previously
acquired at the end of 2022, had a strong first year of full
trading with a focus on unlocking the brand's commercial potential,
with like-for-like revenues growing by over 80%.
Entertainment Daily saw an overall
reduction in sessions (visits) of 27% year-on-year largely as
result of Google algorithms drastically reducing its appearance in
their search and Discover feeds. Google accounted for 25m sessions
in 2022 so it is good to be making headway towards a resolution in
2024. Facebook performed comparatively well across the year given
the reported challenges faced by other publishers. The editorial
team continued to hit all the TV and showbiz stories as the news
broke, maximising traffic and social engagement around moments that
caught the nation's imagination. This year also saw the second
annual Entertainment Daily Awards, along with expanded social
amplification through the new Soap Daily page and the acquired
Media Chain Group pages.
The Tab continues to make a
consistent positive contribution and is growing its advertising
session values significantly ahead of the market. There was strong
growth of 25% year-on-year. Editorial campaigning for key issues
connecting with the student demographic continued to produce
national media pick-ups, alongside its established output of
entertainment and culture coverage. While the site had to ride out
the challenge of the Facebook strike, this has been resolved for
2024. We continue to leverage the existing Tab portfolio of
Facebook pages, the newly acquired Media Chain Group pages and are
growing our TikTok and Instagram followers.
The Daily Mash had a year of
transition as we progressed our consumer-revenues strategy,
informed by the brand's loyal audience and genuinely unique
content. Subscription sign-ups grew by over 180% across the
year. Although the TV show was not continued by UK TV due to
challenges faced by its Dave channel, we managed to create some
significant engagement testing short form video content across
multiple social channels including Tik Tok and Facebook and this
informs how we move forwards.
Culture and
people
We remain focused on creating a
culture that enables talented people to do their best work. Even
before the pandemic that meant being flexible and agile 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. A hybrid scenario of both
home and office working is what we have found most
successful.
Good communication and a sense of
inclusion are important to us, so we continue to publish monthly
all-staff updates on progress and stage weekly leadership sessions
alongside daily team meetings. Alongside this, we hold two annual
all-staff gatherings, with this year's summer event a murder
mystery themed conference at Oakley Hall in Hampshire and literary
themed event in London's Bloomsbury for Christmas.
Recruiting and retaining great
people is crucial to our growth. Our success hiring younger talent
on Entertainment Daily through its apprentice programme has
continued along with training and development for more senior
staff. The Daily Mash and the Poke brought on new contributors and
The Tab continues to offer free and highly relevant training
initiatives for its network of student journalists.
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 dependents
have access to our free wellbeing and 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 Digitalbox staff for their incredible hard work and
enthusiasm during a challenging last year and their valuable
contribution to enable us to position the building blocks for
future growth. As the company continues to expand its portfolio
it's a pleasure to be working with such a talented and committed
team.
Business
outlook
Since listing on the AIM market of
the London Stock Exchange in 2019, Digitalbox has continued to
develop as a profitable UK digital media business positioned
squarely in the mobile space.
Despite the highly challenging
macroeconomic environment of 2023, global digital advertising spend
is forecast to grow by more than 40% in the next four years. The
consumer and market reaction to both economic and health-related
turbulence of the last few years has accelerated the trends which
benefit Digitalbox, pushing the business to the forefront as mobile
devices' share is forecast to shift from 67% of all digital ad
spend in 2023 to 73% in 2027 and our content and tech teams
continue to strengthen delivery through this channel.
Beyond the advertising market, TV
continues to be highly competitive with the battle for share
pushing all participants towards higher quality content. The
streamers' optimum operating models have yet to settle and the
terrestrial channels face the pressure of this changing landscape,
yet the quality of the output continues to grow to benefit our
audiences and fuel the information they crave from publishers like
Digitalbox. This increasingly competitive market stimulates our
various audiences leading to big shows like I'm a Celebrity Get Me
Out Of Here and Love Island showing strong engagement across our
properties in 2023.
The four acquisitions completed
since being listed on AIM - The Daily Mash, The Tab, The Poke and
TV Guide - have all 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.
While H1 2022 saw a strong recovery
from the pandemic, the markets adjusted to work with the new
realities of the economic landscape in mid-year and continued
throughout 2023. The trend towards a more cautious approach to
marketing spend was stimulated by the previously mentioned macro
international uncertainty driven by war and spiralling interest
rates alongside the UK's cost of living crisis. As consumer
spending power recovers in line with declining interest rates and
greater political certainty is installed, we expect the advertising
market will bounce back.
Our view is that Digitalbox's
position in the open advertising market is a good place to be as it
can adapt in real time, with high-quality inventory always in
demand. Global commentary points towards a measured market recovery
in 2024 with a full return forecast for 2025. We have no reason to
doubt these predicted improving conditions and are confident the
business is very well placed to benefit from the returning
market.
Our audience sourcing is now more
diverse and balanced than at any time in the Company's history,
which offers greater stability. We enter 2024 with an expanded
trading brand portfolio primed for future growth, alongside a
returning economy and a confident digital advertising sector
expected to significantly increase its share of global ad spend
over coming years.
James Carter
Chief
Executive
25
March 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
|
Year ended
|
Year ended
|
|
|
31
December
|
31
December
|
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Revenue
|
7
|
2,790
|
3,578
|
|
|
|
|
Cost of sales
|
|
(606)
|
(534)
|
|
|
------------
|
------------
|
Gross profit
|
|
2,184
|
3,044
|
|
|
|
|
Administrative expenses
|
|
(8,957)
|
(2,999)
|
|
|
--------------
|
--------------
|
Operating (loss)/profit
|
8
|
(6,773)
|
45
|
|
|
|
|
Memorandum:
|
|
|
|
Adjusted EBITDA1
|
|
20
|
1,081
|
Depreciation
|
|
(14)
|
(7)
|
Amortisation
|
|
(265)
|
(191)
|
Impairment of goodwill and
intangible assets
|
|
(6,384)
|
(716)
|
Share based payments
|
|
(96)
|
(62)
|
Direct costs of business
combinations
|
|
-
|
(60)
|
Direct costs of intangible asset
acquisitions
|
|
(34)
|
-
|
|
|
--------------
|
--------------
|
(Loss)/profit from operations
|
|
(6,773)
|
45
|
|
|
|
|
|
|
|
|
Finance costs
|
10
|
(6)
|
(8)
|
Finance income
|
|
44
|
8
|
|
|
------------
|
------------
|
(Loss)/profit before taxation and attributable to equity
holders of the parent
|
|
(6,735)
|
45
|
|
|
|
|
Taxation
|
11
|
58
|
759
|
|
|
------------
|
------------
|
(Loss)/profit after tax
|
|
(6,677)
------------
|
804
------------
|
|
|
|
|
All
profits and losses after taxation arise from continuing
operations.
|
|
|
|
|
|
|
There
was no other comprehensive income for 2023 (2022: £NIL).
|
|
1Adjusted EBITDA is defined as the operating profit after
adding back depreciation, amortisation, impairment, share based
payments, acquisition costs and direct costs associated with
business combinations
|
|
|
|
|
|
£
|
£
|
(Loss)/Earnings per share
|
|
|
|
Basic (continuing)
|
12
|
(0.05662)
|
0.00683
|
|
|
=========
|
=========
|
(Loss)/Earnings per share
|
|
|
|
Diluted (continuing)
|
12
|
(0.05662)
|
0.00670
|
|
|
=========
|
=========
|
|
|
|
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
Share
capital
|
Share
premium
|
Share based
payment
|
Retained earnings/
(deficit)
|
Total
equity
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Balance at 1 January 2022
|
1,163
|
11,149
|
464
|
297
|
13,073
|
|
|
|
|
|
|
Issue of new shares
|
16
|
20
|
-
|
-
|
36
|
|
|
|
|
|
|
Equity
settled share-based payments
|
-
|
-
|
62
|
-
|
62
|
|
|
|
|
|
|
Reserves
transfer in respect of lapsed options
|
-
|
-
|
(330)
|
330
|
-
|
|
|
|
|
|
|
Profit
after tax
|
-
|
-
|
-
|
804
|
804
|
|
--------------
|
--------------
|
--------------
|
--------------
|
--------------
|
Balance at 31 December 2022
|
1,179
|
11,169
|
196
|
1,431
|
13,975
|
|
--------------
|
--------------
|
--------------
|
--------------
|
--------------
|
|
|
|
|
|
|
Equity settled share-based
payments
|
-
|
-
|
96
|
-
|
96
|
|
|
|
|
|
|
Reserves transfer in respect of
lapsed options
|
-
|
-
|
(104)
|
104
|
-
|
|
|
|
|
|
|
Loss after tax
|
-
|
-
|
-
|
(6,677)
|
(6,677)
|
|
|
|
|
|
|
|
--------------
|
--------------
|
--------------
|
--------------
|
--------------
|
Balance at 31 December 2023
|
1,179
|
11,169
|
188
|
(5,142)
|
7,394
|
|
--------------
|
--------------
|
--------------
|
--------------
|
--------------
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
AS AT 31 DECEMBER 2023
|
|
31 December
2023
|
|
31 December
2022
|
ASSETS
|
Note
|
£'000
|
|
£'000
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
13
|
46
|
|
52
|
Intangible fixed assets
|
14
|
4,594
|
|
10,194
|
Deferred tax asset
|
19
|
547
|
|
617
|
|
|
-----------------
|
|
-----------------
|
Total non-current
assets
|
|
5,187
|
|
10,863
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
15
|
946
|
|
952
|
Cash and cash equivalents
|
16
|
1,913
|
|
2,827
|
|
|
-----------------
|
|
-----------------
|
Total current assets
|
|
2,859
|
|
3,779
|
|
|
-----------------
|
|
-----------------
|
Total assets
|
|
8,046
|
|
14,642
|
|
|
=========
|
|
=========
|
LIABILITIES
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
17
|
(409)
|
|
(288)
|
Bank loans and overdrafts
|
17
|
(149)
|
|
(112)
|
Corporation tax
|
17
|
-
|
|
(61)
|
|
|
-----------------
|
|
-----------------
|
Total current liabilities
|
|
(558)
|
|
(461)
|
|
|
-----------------
|
|
-----------------
|
Non-current liabilities
|
|
|
|
|
Bank loans
|
17
|
(94)
|
|
(206)
|
|
|
------------------
|
|
------------------
|
|
|
(94)
|
|
(206)
|
|
|
------------------
|
|
------------------
|
Total liabilities
|
|
(652)
|
|
(667)
|
|
|
------------------
|
|
------------------
|
|
|
|
|
|
Total net current assets
|
|
2,301
|
|
3,318
|
|
|
------------------
|
|
------------------
|
Total net assets
|
|
7,394
|
|
13,975
|
|
|
=========
|
|
=========
|
Capital and reserves
attributable to owners of the parent
|
|
|
|
Share capital
|
21
|
1,179
|
|
1,179
|
Share premium
|
23
|
11,169
|
|
11,169
|
Share based payment
reserve
|
23
|
188
|
|
196
|
Retained
(deficit)/earnings
|
23
|
(5,142)
|
|
1,431
|
|
|
------------------
|
|
------------------
|
Total equity
|
|
7,394
|
|
13,975
|
|
|
=========
|
|
=========
|
The financial statements were
approved by the Board and authorised for issue on 25 March
2024.
James
Carter
David Joseph
CEO
CFO
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
|
|
Year ended
31 December
2023
£'000
|
|
Year
ended
31
December
2022
£'000
|
Cash flows from operating activities
|
|
|
|
|
|
(Loss)/profit from ordinary
activities
Adjustments for:
|
|
|
(6,677)
|
|
804
|
|
Income tax credit
|
|
|
(58)
|
|
(759)
|
|
Share based payments
|
|
|
96
|
|
62
|
|
Depreciation on property plant and
equipment
|
|
|
14
|
|
7
|
|
Amortisation of intangible
assets
|
|
|
265
|
|
191
|
|
Impairment on goodwill and
intangible assets
|
|
|
6,384
|
|
716
|
|
Loss on disposal of property, plant
and equipment
|
|
|
-
|
|
30
|
|
Finance costs
|
|
|
6
|
|
8
|
|
Finance income
|
|
|
(44)
|
|
(8)
|
|
|
|
|
-----------------
|
|
-----------------
|
|
Cash flows (used in)/from
operating activities before changes in working
capital
|
|
|
(14)
|
|
1,051
|
|
|
|
|
|
|
|
|
Decrease in trade and other
receivables
|
|
|
86
|
|
818
|
|
Increase/(decrease) in trade and
other payables
|
|
|
121
|
|
(451)
|
|
|
|
|
-----------------
|
|
-----------------
|
|
Cash generated by operations
|
|
|
193
|
|
1,418
|
|
|
|
|
|
|
|
|
Income tax paid
|
|
|
(13)
|
|
(235)
|
|
|
|
|
-----------------
|
|
-----------------
|
|
Net
cash from operating activities
|
|
|
180
|
|
1,183
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
Purchase of property, plant and
equipment
|
|
|
(8)
|
|
(43)
|
|
Purchase of intangibles
|
|
|
(1,049)
|
|
(391)
|
|
Interest received
|
|
|
44
|
|
8
|
|
|
|
|
-----------------
|
|
-----------------
|
|
Net cash used in investing
activities
|
|
|
(1,013)
|
|
(426)
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
Finance costs
|
|
|
(44)
|
|
(8)
|
|
Bank overdraft
|
|
|
38
|
|
-
|
|
Loan and lease repayments
|
|
|
(75)
|
|
(144)
|
|
Issue of new share
capital
|
|
|
-
|
|
36
|
|
|
|
|
-----------------
|
|
-----------------
|
|
Net
cash used in financing activities
|
|
|
(81)
|
|
(116)
|
|
|
|
|
-----------------
|
|
-----------------
|
|
Net (decrease)/increase in
cash and cash equivalents
|
|
|
(914)
|
|
641
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at
beginning of the period
|
|
|
2,827
|
|
2,186
|
|
|
|
|
------------------
|
|
------------------
|
|
Cash and cash equivalents at end of the
period
|
|
|
1,913
|
|
2,827
|
|
|
|
|
=========
|
|
=========
|
|
|
|
|
|
|
|
|
Reconciliation of net cash flow to movement in net
funds:
|
Year ended
|
Year ended
|
|
31
December
2023
|
31 December
2022
|
|
£000
|
£000
|
|
|
|
Net (decrease)/increase in cash and
cash equivalents
|
(914)
|
641
|
|
|
|
Repayment of loans and
leases
|
75
|
144
|
|
-----------------
|
-----------------
|
Movement in net funds in the
year
|
(839)
|
785
|
|
|
|
|
|
|
Net funds at 1 January
|
2,509
|
1,724
|
|
-----------------
|
-----------------
|
Net
funds at 31 December
|
1,670
|
2,509
|
|
=========
|
=========
|
|
|
|
Breakdown of net funds
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
1,913
|
2,827
|
Bank loans
|
(243)
|
(318)
|
|
-----------------
|
-----------------
|
Net
funds at 31 December
|
1,670
|
2,509
|
|
=========
|
=========
|
|
|
|
|
|
|
|
|
|
NOTES FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2023
1.
GENERAL INFORMATION
Digitalbox Plc is a public limited
company incorporated and domiciled in the United Kingdom. The
address of the registered office is Jubilee House, 92 Lincoln Road,
Peterborough, England, PE1 2SN. 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.
2.
STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED IN THE
CURRENT FINANCIAL YEAR ENDED 31 DECEMBER
2023
The following IFRS standards,
amendments or interpretations became effective during the year
ended 31 December 2023 but have not had a material effect on this
Consolidated Financial Information:
Standard
Amendments to IAS 1 (Presentation of Financial Statements and
IFRS Practice Statement 2 Making Materiality Judgements):
Disclosure of Accounting Policies.
Amendments to IAS 8 (Accounting Policies, Changes in
Accounting Estimates and Errors): Definition of Accounting
Estimates
Amendments to IAS 12 (Income taxes): Deferred Tax related to
Assets and Liabilities arising from a Single Transaction
Amendments to IAS 12 (Income taxes): International Tax Reform
- Pillar Two Model Rules
All new standards and amendments
to standards and interpretations effective for annual periods
beginning on or after 1 January 2023 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.
Standard
|
Effective date
|
|
|
Amendments to IFRS 16: Lease
Liability in a Sale and Leaseback
|
1 January 2024
|
Amendments to IAS 1: Classification
of Liabilities as Current or Non-Current, Non-current Liabilities
with Covenants
|
1 January 2024
|
Amendments to IAS 7 and IFRS 7:
Supplier Finance Arrangements
|
1 January 2024
|
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 2024.
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.
4.
ACCOUNTING POLICIES (continued)
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.
Basis of
Consolidation
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
The Group generated a loss during
the year of £6,677k (2022: profit of £804k), the Group had closing
net assets of £7,394k (2022: £13,975k), net current assets of
£2,301k (2022: £3,318k) and cash at bank and in hand of £1,913k
(2022: £2,827k).
The Group generated net cash from
operating activities of £180k during the year (2022: £1,183k). The
Group has remained cash generative during a difficult economic
period which saw the impact of the war in Ukraine inflating global
food and energy prices which, in turn, has driven consumer spending
power down driving a consequent downturn in global advertising
spend. This, together with the adverse changes in the distribution
models of the global tech platforms led to a challenging year for
media businesses worldwide.
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 strong and liquid balance sheet
position, the ability of the Group to generate operating cash in a
challenging market, the full year effect of the successful
acquisition of The Poke and the completion of the acquisition of
tvguide.co.uk, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence
for the foreseeable future. The going concern basis of accounting
has therefore been adopted in preparing the financial
statements.
Business combinations and goodwill
Acquisitions of subsidiaries and
business are accounted for using the acquisition method. On
acquisition of a subsidiary, the Directors determine whether
substantially all of the fair value is concentrated into a single
asset or group of assets. When applicable, the Directors elect to
apply the optional concentration test and recognise the acquisition
as an asset acquisition, rather than a business combination. 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
4.
ACCOUNTING
POLICIES (continued)
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.
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.
4. ACCOUNTING POLICIES
(continued)
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 for
development costs and between 3-7 years straight line for other
intangible assets.
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
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.
4. ACCOUNTING POLICIES
(continued)
Trade payables
Trade payables are initially
recognised as financial liabilities measured at fair value, and
subsequent to initial recognition measured at amortised
cost.
Equity instruments
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
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 cash flows. When value in use is less than the book
value, an impairment is recorded and is
irreversible.
4. ACCOUNTING
POLICIES (continued)
Impairment of Assets (continued)
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).
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.
There were unused tax losses at 31
December 2023 amounting to £3,610k. In the majority, these were
restricted for use for 5 years from the date of acquisition of Tab
Media Limited against future taxable profits arising from the trade
formerly carried on in Tab Media Limited and now carried on in
Digitalbox Publishing Limited. A deferred tax asset was
recognised in relation to these losses for the first time in 2022,
as the losses were considered to be highly likely to be recoverable
against future profits. It is still the view that these losses will
be highly likely to be recoverable against future
profits.
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.
4. ACCOUNTING
POLICIES (continued)
Segmental reporting (continued)
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.
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.
Critical accounting
judgements
Impairment of goodwill and other intangible
assets
Impairment of the valuation of the
goodwill relating to the acquisition of subsidiaries 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 subsidiaries
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 are stress tested under
a range of scenarios. The headroom was deemed insufficient and
therefore an impairment has been recognised against goodwill and
intangible assets relating to Entertainment Daily in the year of
£6,384k (2022: nil).
Critical accounting
estimates
Amortisation of intangible assets
The periods of amortisation
adopted to write down capitalised intangible assets requires
estimates to be made in respect of 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.
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
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
(continued)
the revision to the original
estimates, if any, in the consolidated statement of comprehensive
income, with a corresponding adjustment to equity.
This requires an estimate 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
at the date of grant for equity-settled options.
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 hostile global trading conditions driven by
the impact of the war in Europe. 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:
2023
|
Entertainment
Daily
|
Mashed
Productions
|
The
Tab
|
The Poke
|
TV
Guide
|
Head
Office
|
Total 2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Revenue
|
1,440
|
117
|
921
|
219
|
93
|
-
|
2,790
|
Cost of
sales
|
(305)
|
(147)
|
(110)
|
(40)
|
(4)
|
-
|
(606)
|
|
|
|
|
|
|
|
|
Administrative expenses*
|
(484)
|
(122)
|
(444)
|
(87)
|
(9)
|
(1,018)
|
(2,164)
|
Adjusted EBITDA*
|
651
|
(152)
|
367
|
92
|
80
|
(1,018)
|
20
|
|
|
|
|
|
|
|
|
Amortisation, depreciation, and impairment
|
-
|
-
|
-
|
-
|
-
|
(6,663)
|
(6,663)
|
Direct
costs of intangible asset additions
|
-
|
-
|
-
|
-
|
-
|
(34)
|
(34)
|
Share
based payments
|
-
|
-
|
-
|
-
|
-
|
(96)
|
(96)
|
Finance
income
|
-
|
-
|
-
|
-
|
-
|
44
|
44
|
Finance
costs
|
-
|
-
|
-
|
-
|
-
|
(6)
|
(6)
|
Tax
|
-
|
-
|
-
|
-
|
-
|
58
|
58
|
|
-------------
|
-------------
|
-------------
|
-------------
|
-------------
|
-------------
|
-------------
|
Profit/(loss) for the
year
|
651
|
(152)
|
367
|
92
|
80
|
(7,715)
|
(6,677)
|
|
======
|
======
|
======
|
======
|
======
|
======
|
======
|
6. SEGMENTAL
INFORMATION (continued)
2022
|
Entertainment
Daily
|
Mashed
Productions
|
The
Tab
|
The Poke
|
Head
Office
|
Total 2022
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Revenue
|
2,261
|
243
|
1,059
|
15
|
-
|
3,578
|
Cost of
sales
|
(224)
|
(190)
|
(118)
|
(2)
|
-
|
(534)
|
|
|
|
|
|
|
|
Administrative expenses*
|
(529)
|
(111)
|
(398)
|
(6)
|
(919)
|
(1,963)
|
Adjusted
EBITDA*
|
1,508
|
(58)
|
543
|
7
|
(919)
|
1,081
|
|
|
|
|
|
|
|
Amortisation, depreciation, and impairment
|
-
|
-
|
-
|
-
|
(914)
|
(914)
|
Acquisition costs
|
-
|
-
|
-
|
-
|
(57)
|
(57)
|
Capital
restructure costs
|
-
|
-
|
-
|
-
|
(3)
|
(3)
|
Share
based payments
|
-
|
-
|
-
|
-
|
(62)
|
(62)
|
Finance
income
|
-
|
-
|
-
|
-
|
8
|
8
|
Finance
costs
|
-
|
-
|
-
|
-
|
(8)
|
(8)
|
Tax
|
-
|
-
|
-
|
-
|
759
|
759
|
|
-------------
|
-------------
|
-------------
|
-------------
|
-------------
|
-------------
|
Profit/(loss) for the
year
|
1,508
|
(58)
|
543
|
7
|
(1,196)
|
804
|
|
======
|
======
|
======
|
======
|
======
|
======
|
*Adjusted EBITDA is defined as the
operating profit after adding back depreciation, amortisation,
impairment, share based payments, acquisition costs and direct
costs associated with business combinations.
The segmental analysis above
reflects the parameters applied by the Board when considering the
Group's monthly management accounts.
|
External revenue by location
of customer
|
Total assets by
location
|
Net tangible capital
expenditure by location
|
|
31 December
2023
Continuing
|
31 December 2022
Continuing
|
31 December
2023
|
31 December
2022
|
31 December
2023
|
31 December
2022
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
United
Kingdom
|
477
|
759
|
7,511
|
14,097
|
8
|
43
|
Europe
|
1,249
|
1,381
|
307
|
284
|
-
|
-
|
Rest of
World
|
1,064
|
1,438
|
228
|
261
|
-
|
-
|
|
-------------
|
-------------
|
-------------
|
-------------
|
-------------
|
-------------
|
|
2,790
|
3,578
|
8,046
|
14,642
|
8
|
43
|
|
======
|
======
|
=======
|
=======
|
======
|
======
|
7.
|
REVENUE
|
|
|
|
|
2023
|
2022
|
|
Revenue by stream is split:
|
£'000
|
£'000
|
|
|
|
|
|
Advertising space
|
2,790
|
3,578
|
|
|
-------------
|
-------------
|
|
|
2,790
|
3,578
|
|
|
======
|
======
|
|
Revenue by location is split:
|
|
|
|
|
|
|
|
United Kingdom
|
477
|
759
|
|
Europe
|
1,249
|
1,381
|
|
Rest of world
|
1,064
|
1,438
|
|
|
-------------
|
-------------
|
|
|
2,790
|
3,578
|
|
|
======
|
======
|
|
|
|
|
The Group had two (2022: four)
customers whose revenue individually represented 10% or more of the
Group's total revenue, being 17.21% and 14.22% respectively (2022:
19.70%, 13.65%, 12.33% and 11.03% respectively).
|
|
|
|
|
|
|
8.
|
PROFIT FROM OPERATIONS
|
|
|
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
This is arrived at after
charging/(crediting):
|
|
|
|
Continuing operations
|
|
|
|
Staff costs (see note 9)
|
1,620
|
1,384
|
|
Direct costs of business
combinations
|
-
|
57
|
|
Depreciation of property, plant
& equipment
|
14
|
7
|
|
Amortisation of intangible fixed
assets
|
265
|
191
|
|
Impairment on goodwill and
intangible assets
|
6,384
|
716
|
|
|
======
|
======
|
|
|
|
|
|
Auditors' remuneration in respect of
the Company
|
20
|
18
|
|
Audit of the Group and subsidiary
undertakings
|
42
|
37
|
|
Review of interim financial
information
|
5
|
4
|
|
|
-------------
|
-------------
|
|
|
67
|
59
|
|
|
=======
|
======
|
9.
|
STAFF COSTS
|
|
|
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
Staff costs for all employees,
including Directors consist of:
|
|
|
|
Wages and salaries
|
1,357
|
1,176
|
|
Social security costs
|
149
|
134
|
|
Pensions
|
18
|
12
|
|
|
-----------
|
-----------
|
|
|
1,524
|
1,322
|
|
Share based payment
charge
|
96
|
62
|
|
|
-----------
|
-----------
|
|
|
1,620
|
1,384
|
|
|
======
|
======
|
|
|
2023
|
2022
|
|
The average number of employees of
the group during the year was as follows:
|
Number
|
Number
|
|
|
|
|
|
Directors
|
5
|
6
|
|
Management and
administration
|
5
|
4
|
|
Content
|
22
|
22
|
|
|
-----------
|
-----------
|
|
|
32
|
32
|
|
|
======
|
======
|
Directors' Detailed Emoluments
Details of individual Directors'
emoluments for the year are as follows:
|
Salary
|
Consultancy
|
Bonus
|
Pension
|
Total
|
Total
|
|
2023
|
2023
|
2023
|
2023
|
2023
|
2022
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
J Carter
|
154
|
-
|
-
|
1
|
155
|
138
|
J Douglas
|
154
|
-
|
-
|
1
|
155
|
138
|
M Higginson (resigned 30 April
2023)
|
2
|
6
|
-
|
-
|
8
|
25
|
D Joseph
|
50
|
-
|
-
|
-
|
50
|
45
|
P Machray
|
26
|
-
|
-
|
-
|
26
|
25
|
M Rich
|
37
|
-
|
-
|
-
|
37
|
35
|
|
-----------
|
-----------
|
-----------
|
-----------
|
-----------
|
-----------
|
Total
|
423
|
6
|
-
|
2
|
431
|
406
|
|
=====
|
=====
|
=====
|
=====
|
=====
|
=====
|
9.
|
STAFF COSTS (continued)
|
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:
|
|
|
Shares of
£0.01
|
|
Shares of
£0.01
|
Director
|
|
31/12/2023
|
|
|
31/12/2022
|
|
|
|
|
|
|
|
|
|
James
Carter
|
|
10,908,078
|
9.3%
|
|
|
10,908,078
|
9.3%
|
Jim
Douglas
|
|
10,908,078
|
9.3%
|
|
|
10,908,078
|
9.3%
|
David
Joseph*
|
|
1,150,000
|
1.0%
|
|
|
600,000
|
0.5%
|
*David Joseph acquired shares
through Integral 2 Limited, a company controlled by him.
There is a share-based payment
charge attributable to options held by the directors during the
year amounting to £46k (2022: £17k). The options held in the prior
year lapsed on 28 February 2022. New options were issued in the
year that lapse on 5 April 2026.
Effective options in Digitalbox plc
exist due to two directors having warrants in its subsidiary
company, Digital Publishing (Holdings) Limited, which, when
exercised, are satisfied by issuing shares in Digitalbox
plc.
These are set out in the table
below,
'Effective Option'
Holder
|
|
Number of
Shares
|
|
|
|
James Carter
|
|
681,958
|
Jim Douglas
|
|
681,958
|
|
|
|
|
|
1,363,916
|
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.
A full breakdown of options in issue
are shown at page 24. Further information on share options is
included in note 22.
The market price of the shares at 31
December 2023 was 3.35p with a quoted range from throughout 2023 of
3.35p to 8.75p. The options vest based on performance criteria
detailed in note 22.
10.
|
FINANCE COSTS
|
|
|
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Interest on bank loans
|
6
|
8
|
|
|
------------
|
------------
|
|
|
6
|
8
|
|
|
======
|
======
|
11.
|
TAXATION ON PROFIT/LOSS FROM ORDINARY
ACTIVITIES
|
|
|
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
Current tax
|
|
|
|
UK corporation tax on profits for
the current period
|
-
|
132
|
|
Adjustment in respect of prior
periods
|
(127)
|
1
|
|
|
|
|
|
Deferred tax
|
|
|
|
Origination and reversal of
temporary differences
|
97
|
(96)
|
|
Changes in tax rates
|
-
|
(3)
|
|
Benefit arising from previously
unrecognised tax losses
|
-
|
(793)
|
|
Adjustment in respect of prior
periods
|
(28)
|
-
|
|
|
------------
|
------------
|
|
Total tax credit
|
(58)
|
(759)
|
|
|
======
|
======
|
|
|
|
|
|
|
|
|
The tax assessed for the year
differs from the standard rate of corporation tax in the UK applied
to profit/(loss) before tax.
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Total profit/(loss) on ordinary
activities before tax
|
(6,734)
|
45
|
|
|
------------
|
------------
|
|
Profit/(loss) on ordinary activities
at the standard rate of corporation tax in the UK of 23.52% (2022:
19%)
|
(1,584)
|
9
|
|
|
|
|
|
Effects of:
|
|
|
|
Expenses not deductible for tax
purposes
|
40
|
24
|
|
Income not taxable
|
-
|
(6)
|
|
Impairment on goodwill
|
1,491
|
61
|
|
Adjustments to prior
periods
|
(155)
|
1
|
|
Fixed asset differences
|
-
|
(2)
|
|
Deferred tax asset not previously
recognised
|
42
|
(793)
|
|
Deferred tax not recognised - loss
relief in current period
|
-
|
(50)
|
|
Effect of changes in tax rates on
deferred tax
|
3
|
(3)
|
|
Losses carried back
|
105
|
-
|
|
|
-------------
|
-------------
|
|
Tax credit for the year
|
(58)
|
(759)
|
|
|
======
|
======
|
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
enacted tax rate of 25% (2022: 25%) in these financial
statements.
There were unused tax losses at 31
December 2023 amounting to £3,610k. In the majority, these were
restricted for use for 5 years from the date of acquisition of Tab
Media Limited against future taxable profits arising from the trade
formerly carried on in Tab Media Limited and now carried on in
Digitalbox Publishing Limited. A deferred tax asset was
recognised in relation to these losses for the first time in 2022,
as the losses were considered to be highly likely to be recoverable
against future profits. It is still the view that these losses will
be highly likely to be recoverable against future
profits.
12.
|
EARNINGS PER SHARE
|
|
|
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
The earnings per share is based on the
following:
|
|
|
|
|
|
|
|
Continuing (loss)/earnings post tax attributable to
shareholders
|
(6,677)
|
804
|
|
|
|
|
|
|
|
|
|
|
===============
|
===============
|
|
Basic weighted average number of
shares
|
117,923,393
|
117,718,533
|
|
Diluted weighted average number of
shares
|
118,809,024
|
120,002,622
|
|
|
===============
|
===============
|
|
|
|
|
|
Basic earnings/(loss) per share
(£)
|
(0.05662)
|
0.00683
|
|
Diluted earnings/(loss) per share
(£)
|
(0.05662)
|
0.00670
|
|
|
===============
|
==============
|
|
|
|
|
Earnings 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 is significantly more than the average
and closing share price. Therefore, as per IAS33 the potential
ordinary shares which could arise from exercised share options are
disregarded in the calculation of diluted EPS.
13.
|
TANGIBLE FIXED ASSETS
|
|
|
|
|
|
|
|
|
|
|
IFRS 16
Right-of-Use
Asset
|
Office
equipment
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
|
Cost
|
|
|
|
|
Balance at 1 January
2022
|
56
|
29
|
85
|
|
Additions
|
-
|
43
|
43
|
|
Disposals
|
(56)
|
(14)
|
(70)
|
|
|
---------------
|
---------------
|
---------------
|
|
Balance at 1 January
2023
|
-
|
58
|
58
|
|
Additions
|
-
|
8
|
8
|
|
|
---------------
|
---------------
|
---------------
|
|
Balance at 31 December
2023
|
-
|
66
|
66
|
|
|
---------------
|
---------------
|
---------------
|
|
Accumulated depreciation
|
|
|
|
|
Balance at 1 January
2022
|
25
|
14
|
39
|
|
Depreciation charge
|
-
|
7
|
7
|
|
Depreciation eliminated on
disposal
|
(25)
|
(15)
|
(40)
|
|
|
---------------
|
---------------
|
---------------
|
|
Balance at 1 January
2023
|
-
|
6
|
6
|
|
Depreciation charge
|
-
|
14
|
14
|
|
|
---------------
|
---------------
|
---------------
|
|
Balance at 31 December
2023
|
-
|
20
|
20
|
|
|
---------------
|
---------------
|
---------------
|
|
Net Book Value
|
|
|
|
|
At 31 December 2023
|
-
|
46
|
46
|
|
|
======
|
======
|
======
|
|
At 31 December 2022
|
-
|
52
|
52
|
|
|
======
|
======
|
======
|
|
|
|
|
|
All tangible fixed assets held in
the current and prior year were owned assets.
14.
|
INTANGIBLE FIXED ASSETS
|
Goodwill
|
Other
|
Development
|
Total
|
|
GROUP
|
Arising on
|
Intangible
|
costs
|
|
|
|
Consolidation
|
Assets
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Cost
|
|
|
|
|
|
Balance at 1 January 2022
Additions
|
9,610
-
|
1,476
18
|
121
171
|
11,207
189
|
|
Business combinations
|
-
|
202
|
-
|
202
|
|
|
-----------
|
-----------
|
-----------
|
---------------
|
|
Balance at 1 January 2023
|
9,610
|
1,696
|
292
|
11,598
|
|
Additions
|
-
|
937
|
112
|
1,049
|
|
|
-----------
|
-----------
|
-----------
|
---------------
|
|
Balance at 31 December
2023
|
9,610
|
2,633
|
404
|
12,647
|
|
|
-----------
|
-----------
|
-----------
|
---------------
|
|
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
|
Balance at 1 January 2022
|
-
|
457
|
40
|
497
|
|
Amortisation
Impairment
|
-
321
|
159
395
|
32
-
|
191
716
|
|
|
-----------
|
-----------
|
-----------
|
---------------
|
|
Balance at 1 January 2023
|
321
|
1,011
|
72
|
1,404
|
|
Amortisation
|
-
|
178
|
87
|
265
|
|
Impairment
|
6,341
|
-
|
43
|
6,384
|
|
|
-----------
|
------------
|
------------
|
---------------
|
|
Balance at 31 December
2023
|
6,662
|
1,189
|
202
|
8,053
|
|
|
------------
|
------------
|
------------
|
---------------
|
|
Net
Book Value
|
|
|
|
|
|
At 31 December 2023
|
2,948
|
1,444
|
202
|
4,594
|
|
|
======
|
======
|
======
|
======
|
|
At 31 December 2022
|
9,289
|
684
|
221
|
10,194
|
|
|
======
|
======
|
======
|
======
|
|
At 31 December 2021
|
9,610
|
1,018
|
82
|
10,710
|
|
|
======
|
======
|
======
|
======
|
|
|
|
|
|
|
During the year, the Group acquired
the website tvguide.co.uk which has a carrying value in the
financial statements of £453,214. The Group also capitalised
development costs of £84k relating to development activities
performed in respect of the tvguide.co.uk platform. These assets
will be amortised over the same period. This is considered to have
a useful economic life of 7 years and will be amortised over this
period.
The Group subsequently purchased a
collection of social media platforms from Media Chain Group
Limited, which have a carrying value of £450,726. These assets have
been subsumed within Entertainment Daily and The Tab split equally.
The portion attributable to Entertainment Daily is being written
off over 7 years. The portion attributable to The Tab is being
written off over the unexpired portion of the 7 year write off
period relating to the original acquisition of The Tab.
14. INTANGIBLE FIXED ASSETS
(continued)
Amortisation is charged to
administrative expenses in the Statement of Comprehensive
Income.
GOODWILL AND IMPAIRMENT
|
|
|
|
|
|
|
|
|
|
|
|
The
carrying value of goodwill in respect of each cash generating unit
is as follows:
|
|
|
|
|
|
|
|
|
|
|
31
December
2023
|
31
December
2022
|
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
Digitalbox Publishing (Holdings)
Limited
|
|
2,830
|
9,171
|
Mashed Productions
Limited
|
|
-
|
-
|
Tab Media Limited
|
|
118
|
118
|
|
|
|
|
-------------
|
-------------
|
|
|
|
|
2,948
|
9,289
|
|
|
|
|
======
|
=======
|
|
|
|
|
|
|
|
|
The Group is obliged to test
goodwill annually for impairment, or more frequently if there are
indications that goodwill and indefinite life intangibles might be
impaired, as the goodwill is deemed to have an indefinite useful
life. In order to perform this test, management is required to
compare the carrying value of the relevant cash generating unit
("CGU") including the goodwill with its recoverable amount. The
recoverable amount of the CGU is determined from a value in use
calculation.
Digitalbox Publishing (Holdings) Limited
The recoverable amount of
Digitalbox Publishing (Holdings) Limited relates to the
Entertainment Daily segment and has been determined from a review
of the current and anticipated performance of this unit. In
preparing this projection, a discount rate of 20% (2022: 10%) has
been used based on the weighted average cost of capital and a
future growth rate of 3% has been assumed. It has been assumed
investment in capital equipment will equate to depreciation over
the year. The discount rate was based on the Group's weighted
average cost of capital as estimated by management. After applying
sensitivity analysis in respect of the results and future cash
flows, in particular for presumed growth rates and discount rates,
management concluded that it was probable that such a change in key
assumptions would reduce the recoverable amount below book value.
The impairment loss being recognised amounts to £6,341k which
results in a carrying value of £2,948k. The asset is considered to
have a value in use of £3,894k over a 10 year period.
Management consider that the
discount rate used is a key assumption. A 5% increase in that rate
would result in a further impairment of £496k. A 5% reduction in
that rate would result in a reduction in the impairment of
£665k.
Mashed Productions Limited
The recoverable amount of Mashed
Productions Limited has been determined with reference to the trade
and assets hived across to Digitalbox Publishing Limited in 2020.
Due to a change in the revenue model for this CGU the recoverable
amount was deemed to be £nil in 2022 and therefore, a full
impairment of Mashed Productions Limited was made.
Tab Media Limited
The recoverable amount of the Tab
Media segment, which was hived up from Tab Media Limited to
Digitalbox Publishing Limited on 1 October 2020, has been
determined from a review of the current and anticipated performance
of this unit. In preparing this projection, a discount rate of 20%
(2022: 10%) has been used based on the weighted average cost of
capital and a future growth rate of 3% has been assumed. It has
been assumed investment in capital equipment will equate to
depreciation over the year. The discount rate was based on the
Group's weighted average cost of capital as estimated by
management. After applying sensitivity analysis in
respect of the results and future cash flows, in
particular for presumed growth rates and discount rates, management
is satisfied that it is highly improbable that such a change in key
assumptions would reduce the recoverable amount below book
value.
Management consider that the
discount rate used is a key assumption, however, a 5% increase in
that rate would not result in the requirement for an
impairment.
15.
|
TRADE AND OTHER RECEIVABLES
|
|
|
31 December
2023
|
31 December
2022
|
|
|
|
|
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
757
|
784
|
|
|
Prepayments and accrued
income
|
|
|
84
|
100
|
|
|
Corporation tax
|
|
|
80
|
-
|
|
|
Other receivables
|
|
|
25
|
68
|
|
|
|
|
|
-------------
|
-------------
|
|
|
|
|
|
946
|
952
|
|
|
|
|
|
======
|
======
|
|
|
16.
|
CASH AND CASH EQUIVALENTS
|
|
|
31
December
|
31
December
|
|
2023
|
2022
|
|
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand
|
|
|
1,913
|
2,827
|
|
|
|
|
|
-------------
|
-------------
|
|
|
|
|
|
1,913
|
2,827
|
|
|
|
|
|
======
|
======
|
|
|
17.
|
LIABILITIES
|
|
|
31
December
|
31
December
|
|
2023
|
2022
|
|
|
|
|
|
£'000
|
£'000
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade payables
|
|
|
78
|
124
|
|
|
Social security and other
taxes
|
|
|
81
|
84
|
|
|
Accruals
|
|
|
69
|
76
|
|
|
Other payables*
|
|
|
181
|
4
|
|
|
Bank loans and overdrafts
|
|
|
149
|
112
|
|
|
Corporation tax payable
|
|
|
-
|
61
|
|
|
|
|
|
-------------
|
-------------
|
|
|
|
|
|
558
|
461
|
|
|
|
|
|
======
|
======
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Bank loans
|
|
|
94
|
206
|
|
|
|
|
|
-----------
|
------------
|
|
|
|
|
|
94
|
206
|
|
|
|
|
|
======
|
======
|
|
*During
the year, the Group acquired the website tvguide.co.uk which has a
carrying value in the financial statements of £453,214. Of this
sum, 180,000 was deferred until 2024 hence this is recorded within
current liabilities.
18.
|
LOANS AND OVERDRAFTS
|
|
|
31
December
2023
|
31
December
2022
|
|
|
|
|
£'000
|
£'000
|
|
Bank overdrafts
|
|
|
|
|
|
Due in less than one year
|
|
|
37
|
-
|
|
|
|
|
|
|
|
Bank loans
|
|
|
|
|
|
Due in less than one year
|
|
|
112
|
112
|
|
Due in between one and two
years
|
|
|
94
|
122
|
|
Due in between two and five
years
|
|
|
-
|
84
|
|
|
|
|
-------------
|
-------------
|
|
|
|
|
243
|
318
|
|
|
|
|
======
|
======
|
On 7 October 2020, Digitalbox
Publishing Limited drew down a loan facility amounting to £450k
under the CBILS scheme. The present value of the loan at inception
discounted at a market rate of interest was £440k. The loan is for
a term of five years and is repayable in equal monthly instalments
which commenced in 2021. Interest is charged at a fixed rate of
2.43% per annum, with the cost being fully subsidised by central
Government for the first 12 months.
The loan is secured by a debenture
over the assets of the Digitalbox Publishing Limited and a £450k
guarantee granted by Digitalbox plc. The outstanding balance at 31
December 2023 was £206k (2022: £318k).
19.
|
DEFERRED TAX
|
|
|
|
|
Total
|
|
|
£'000
|
|
|
|
|
Balance at 1 January 2023
|
(617)
|
|
Deferred tax charge for the
year
|
70
|
|
|
-------------
|
|
Balance at 31 December
2023
|
(547)
|
|
|
=======
|
|
|
|
|
|
The deferred tax provision
comprises:
|
|
|
31
December
2023
|
31
December
2022
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Intangible asset timing
differences
|
|
|
257
|
176
|
Tax losses
|
|
|
(804)
|
(793)
|
|
|
|
-------------
|
-------------
|
|
|
|
(547)
|
(617)
|
|
|
|
======
|
======
|
|
|
The expected net reversal of
deferred tax in 2024 is £41k.
|
20. FINANCIAL RISK MANAGEMENT
The Group is exposed to risks that
arise from its use of financial instruments. These financial
instruments are within the current assets and current liabilities
shown on the face of the statement of financial position and
comprise the following:
Credit risk
The Group is exposed to credit
risk primarily on its trade receivables. The Group maintains its
cash reserves at a reputable bank. It is group policy to assess the
credit risk of each new customer before entering into binding
contracts.
The maximum exposure to credit
risk is represented by the carrying value in the statement of
financial position. The credit risk on liquid funds is low as the
funds are held at a bank with a high credit rating assigned by
international credit agencies.
|
|
|
|
31 December
2023
|
31 December
2022
|
|
|
|
|
£'000
|
£'000
|
|
Current financial assets
|
|
|
|
|
|
Trade receivables
|
|
|
757
|
784
|
|
Other receivables
|
|
|
189
|
67
|
|
Cash and cash equivalents
|
|
|
1,913
|
2,827
|
|
|
|
|
-------------
|
-------------
|
|
|
|
|
2,859
|
3,678
|
|
|
|
|
======
|
======
|
The table below illustrates the
due date of trade receivables:
|
|
31 December
2023
|
31 December
2022
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Current
|
330
|
286
|
|
31 - 60 days
|
250
|
215
|
|
61 - 90 days
|
155
|
158
|
|
91 - 120 days
|
10
|
68
|
|
121 and over
|
12
|
57
|
|
|
-------------
|
-----------
|
|
|
757
|
784
|
|
|
======
|
======
|
The table below illustrates the
geographical location of trade receivables:
|
|
31 December
2023
|
31 December
2022
|
|
|
£'000
|
£'000
|
|
|
|
|
|
United Kingdom
|
226
|
252
|
|
Europe
|
307
|
270
|
|
Rest of world
|
224
|
262
|
|
|
-------------
|
-----------
|
|
|
757
|
784
|
|
|
======
|
======
|
The directors have considered
expected credit losses under IFRS9 and have adopted the simplified
approach to their evaluation as the Group has limited exposure to
them. The Directors have provided for expected credit losses on a
specific basis and this has led to the Group carrying a specific
provision against trade debtors of £4k (2022: £20k). The Group
experienced one bad debt write off in 2023 amounting to
£4k.
Liquidity
risk
Liquidity risk arises from the
Group's management of working capital and the finance charges and
repayments of its liabilities.
The Group's policy is to ensure
that it will have sufficient cash to allow it to meet its
liabilities when they become due and so cash holdings may be high
during certain periods throughout the period.
The Group's policy in respect of
cash and cash equivalents is to limit its exposure by reducing cash
holding in the operating units and investing amounts that are not
immediately required in funds that have low risk and are placed
with a reputable bank.
Cash at bank and cash equivalents
|
|
|
|
31 December
2023
|
31
December
2022
|
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
At the year end the Group had
the following cash balances:
|
1,913
|
2,827
|
|
|
|
|
======
|
======
|
Cash at bank comprises Sterling
and US Dollar cash deposits.
All monetary assets and
liabilities within the group are denominated in the functional
currency of the operating unit in which they are held. All amounts
stated at carrying value equate to fair value.
|
|
|
|
|
|
|
|
|
|
Financial liabilities at amortised cost
|
|
|
|
|
Trade payables
|
|
|
78
|
124
|
Accruals
|
|
|
69
|
76
|
Bank loans and overdrafts
|
|
|
244
|
318
|
Other payables
|
|
|
180
|
4
|
|
|
|
-------------
|
-------------
|
|
|
|
571
|
522
|
|
|
|
=======
|
=======
|
The table below illustrates the
maturities of trade payables:
|
|
|
|
31 December
2023
|
31
December
2022
|
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Current
|
|
|
62
|
93
|
|
31 - 60 days
|
|
|
1
|
21
|
|
61 - 90 days
|
|
|
-
|
-
|
|
91 - 120 days
|
|
|
-
|
-
|
|
121 and over
|
|
|
15
|
10
|
|
|
|
|
----------------
|
---------------
|
|
|
|
|
78
|
124
|
|
|
|
|
========
|
========
|
The table below shows the
maturities of financial liabilities:
|
2023
|
|
|
Carrying
amount
|
6 months or
less
|
6-12
months
|
1 or more
year
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
Trade payables
|
78
|
78
|
-
|
-
|
|
Accruals
|
69
|
69
|
-
|
-
|
|
Loans
|
244
|
94
|
56
|
94
|
|
Other payables
|
180
|
180
|
-
|
-
|
|
|
|
|
----------------
|
---------------
|
---------------
|
---------------
|
|
|
|
|
571
|
421
|
56
|
94
|
|
|
|
|
========
|
========
|
========
|
========
|
|
2022
|
|
|
Carrying
amount
|
6 months or
less
|
6-12
months
|
1 or more
year
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
Trade payables
|
124
|
114
|
-
|
10
|
|
Accruals
|
76
|
76
|
-
|
-
|
|
Loans
|
318
|
56
|
56
|
206
|
|
Other payables
|
4
|
4
|
-
|
-
|
|
|
|
|
----------------
|
---------------
|
---------------
|
- --------------
|
|
|
|
|
522
|
250
|
56
|
216
|
|
|
|
|
========
|
========
|
========
|
========
|
Capital
Disclosures and Risk Management
The Group's
management define capital as the Group's equity share capital and
reserves.
The Group's objective when
maintaining capital is to safeguard its ability to continue as a
going concern, so that in due course it can provide returns for
shareholders and benefits for other stakeholders.
The Group manages its capital
structure and makes adjustments to it in the light of changes in
the business and in economic conditions. In order to maintain or
adjust the capital structure, the Group may from time to time issue
new shares, based on working capital and product development
requirements and current and future expectations of the Company's
share price.
Share capital is used to raise
cash and as direct payments to third parties for assets or services
acquired.
Market risk
Interest rate risk
Interest rate risk is the risk
that the value of financial instruments will fluctuate due to
changes in market interest rates. The Group considers the interest
rates available when deciding where to place cash
balances.
Foreign currency risk
Foreign exchange transaction risk
arises when individual Group operations enter into transactions
denominated in a currency other than the functional currency. The
principal risk arises from the Group's reliance on US Dollar
denominated annual revenues which amounted to $1.2m (2022: $1.8m)
with a trade debtor balance at the year-end of $228k (2022: $11k).
The Group mitigates foreign exchange risk by selling forward US
Dollars on a quarterly basis.
21.
|
SHARE CAPITAL
|
No.
|
Value
|
No.
|
Value
|
|
|
31 December
2023
|
£'000
|
31 December
2022
|
£'000
|
|
Called up share capital
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares of £0.01
each
|
117,923,393
|
1,179
|
117,923,393
|
1,179
|
|
|
---------------------------
|
------------
|
---------------------------
|
------------
|
|
|
117,923,393
|
1,179
|
117,923,393
|
1,179
|
|
|
=============
|
======
|
==============
|
======
|
|
|
|
|
|
|
22.
|
SHARE BASED PAYMENTS
|
|
|
|
|
|
|
|
During the year, the Group incurred
a £96k share based payment charge (2022: £62k). Of this total, £46k
(2022: £17k) was recorded as an expense in Digitalbox plc and £50k
(2022: £45k) was recorded as an expense in Digitalbox Publishing
Limited.
|
|
|
|
|
|
2023
No. of
share
options
|
Weighted average exercise
price
|
2022
No. of
share
options
|
Weighted average exercise
price
|
|
|
|
|
|
|
|
Outstanding at beginning of
year
|
4,541,919
|
5.51p
|
9,141,663
|
7.74p
|
|
Granted during the year
|
4,513,322
|
6.07p
|
-
|
-
|
|
Exercised during the year
|
-
|
-
|
(1,590,936)
|
5.51p
|
|
Expired during the year
|
(2,005,812)
|
5.20p
|
(3,008,808)
|
9.95p
|
|
Outstanding at the end of the
year
|
7,049,429
|
6.68p
|
4,541,919
|
5.51p
|
|
5,516,228 options are exercisable
after 3 years (see page 24), or an exit event.
169,285 options are exercisable
immediately.
1,363,916 options relates to
Warrants issued prior to the group's admission by Digitalbox
Publishing (Holdings) Limited, a subsidiary of the company. These
are exercisable upon the exercise of those warrants in a share for
share exchange arrangement, under which the company acquires all
shares issued in Digitalbox Publishing (Holdings) Limited and in
consideration, issues shares to the warrant holders.
|
A Black-Scholes model has been
used to determine the fair value of the share options on the date
of grant. The fair value is expensed to the income statement on a
straight-line basis over the vesting period, which is determined
annually. The model assesses a number of factors in
calculating the fair value. These include the market price on
the date of grant, the exercise price of the share options, the
expected share price volatility of the Company's share price, the
expected life of the options, the risk-free rate of interest and
the expected level of dividends in future periods.
|
22.
|
SHARE BASED PAYMENTS (continued)
|
|
|
The inputs into the models of
options previously granted which have contributed to the
share-based payment arising in the year are:
Date of
grant
|
17/04/2020
|
24/02/2021
|
06/04/2023
|
Model
type
|
Black
Scholes
|
Black
Scholes
|
Black
Scholes
|
Vesting
date
|
16/04/2023
|
23/02/2024
|
05/04/2026
|
Number of
options granted
|
2,005,812
|
1,002,906
|
4,513,322
|
Share
price at date of grant
|
6.75p
|
6.00p
|
7.88p
|
Exercise
price
|
6.75p
|
6.00p
|
7.88p
|
Option
life in years
|
10
|
10
|
10
|
Risk-free
rate
|
10%
|
10%
|
5.25%
|
Expected
volatility
|
65%
|
65%
|
65%
|
Expected
dividend yield
|
0%
|
0%
|
0%
|
Fair
value of options
|
4.62p
|
5.20p
|
6.07p
|
23.
RESERVES
Full details of movements in
reserves are set out in the consolidated statement of changes in
equity. The following describes the nature and purpose of each
reserve within owners' equity:
Share premium: Amount subscribed
for share capital in excess of nominal value.
Retained earnings: Cumulative net
gains and losses recognised in the consolidated statement of
comprehensive income.
Share based payment reserve:
Cumulative charges recognised in the consolidated statement of
comprehensive income in relation to share based
payments.
24.
CAPITAL COMMITMENTS
At 31 December 2023 and 31
December 2022 there were no capital commitments.
25. RELATED PARTY
TRANSACTIONS
During the year, Integral2 Limited
billed £73k (2022: £65k) to the Group, a company related by virtue
of David Joseph, a member of key management personnel, having
control over the entity. As at 31 December 2023, £7k (2022: £6k)
was owed to Integral2 Limited. During the year, David Joseph
acquired 550,000 shares in Digitalbox plc at 8 pence per share
through Integral 2 Limited.
During the year, M Capital
Investment Partners (Holdings) Limited billed £6k (2022: £25k) to
the Group, a company related by virtue of Martin Higginson, a
member of key management personnel for part of the year, having
control over the entity. As at 31 December 2023, £nil (2022: £3k),
was accrued as owing to M Capital Investment Partners (Holdings)
Limited. The balances stated here were for transactions up to the
point that Martin Higginson resigned as a director and was
therefore no longer a related party.
The key management personnel are
considered to be the Board of Directors. Their remuneration is
disclosed in detail in note 9. Key management were remunerated
£431k in the year ended 31 December 2023 (2022:
£406k).
The key management personnel have
been provided with a total of 1,363,916 effective share options
resulting in a charge of £46k in the period (2022:
£17k).
|
|
|
At 31 December
2023
£'000
|
|
At 31 December
2022
£'000
|
|
|
|
|
|
|
Fixed assets
|
|
|
|
|
|
Investments
|
III
|
|
6,226
|
|
11,209
|
Deferred tax asset
|
IV
|
|
17
|
|
-
|
|
|
|
-----------------
|
|
-----------------
|
|
|
|
6,243
|
|
11,209
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Trade and other
receivables
|
V
|
|
1,213
|
|
1,286
|
Cash and cash equivalents
|
VI
|
|
-
|
|
1
|
|
|
|
-----------------
|
|
-----------------
|
|
|
|
1,213
|
|
1,287
|
Current
liabilities
|
|
|
|
|
|
Bank
overdrafts and loans
|
VII
|
|
(38)
|
|
-
|
Trade and
other payables
|
VII
|
|
(31)
|
|
(73)
|
|
|
|
----------------
|
|
----------------
|
Total current liabilities
|
|
|
(69)
|
|
(73)
|
|
|
|
|
|
|
|
|
|
----------------
|
|
----------------
|
Total liabilities
|
|
|
(69)
|
|
(73)
|
|
|
|
|
|
|
Net
current assets
|
|
|
1,144
|
|
1,214
|
|
|
|
---------------
|
|
---------------
|
Total assets less total liabilities
|
|
|
7,387
|
|
12,423
|
|
|
|
=======
|
|
=======
|
|
|
|
|
|
|
Capital and reserves
|
|
|
|
|
|
Called up share capital
|
VIII
|
|
1,179
|
|
1,179
|
Share premium account
|
IX
|
|
11,169
|
|
11,169
|
Share-based payment
reserve
|
IX
|
|
138
|
|
196
|
Retained deficit
|
IX
|
|
(5,099)
|
|
(121)
|
|
|
|
------------------
|
|
------------------
|
Shareholders' funds
|
|
|
7,387
|
|
12,423
|
|
|
|
=========
|
|
=========
|
The Company has
taken advantage of the exemptions allowed under section 408 of the
Companies Act 2006 and has not presented its income statement in
these financial statements. The Group profit for the year included
a loss on ordinary activities after tax of £5,082k (2022: £102k
loss) in respect of the Company.
The financial
statements were approved by the Board and authorised for issue on
25 March 2024.
James
Carter
David Joseph
CEO
CFO
Company registration number:
04606754
|
Share
Capital
|
Share
Premium
|
Share-based
payment
|
Retained
deficit
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Balance at 1 January 2022
|
1,163
|
11,149
|
464
|
(349)
|
12,427
|
|
|
|
|
|
|
Loss
after tax
|
-
|
-
|
-
|
(102)
|
(102)
|
|
|
|
|
|
|
Issue of
new shares
|
16
|
20
|
-
|
-
|
36
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
62
|
-
|
62
|
|
|
|
|
|
|
Reserves
transfer in respect of lapsed options
|
-
|
-
|
(330)
|
330
|
-
|
|
|
|
|
|
|
|
-------------
|
-------------
|
-------------
|
-------------
|
-------------
|
Balance at 31 December
2022
|
1,179
|
11,169
|
196
|
(121)
|
12,423
|
|
-------------
|
--------------
|
-------------
|
-------------
|
-------------
|
|
|
|
|
|
|
Loss
after tax
|
-
|
-
|
-
|
(5,082)
|
(5,082)
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
46
|
-
|
46
|
|
|
|
|
|
|
Reserves
transfer in respect of lapsed options
|
-
|
-
|
(104)
|
104
|
-
|
|
|
|
|
|
|
|
-------------
|
--------------
|
--------------
|
--------------
|
--------------
|
Balance at 31 December
2023
|
1,179
|
11,169
|
138
|
(5,099)
|
7,387
|
|
-------------
|
--------------
|
-------------
|
-------------
|
-------------
|
|
|
|
|
|
|
I.
ACCOUNTING POLICIES
The separate financial statements
of the Company are presented as required by the Companies Act 2006.
As permitted by the Act the separate financial statements have been
prepared in accordance with Financial Reporting Standard 101
Reduced Disclosure Framework (FRS 101) and in accordance with
applicable accounting standards.
The company has taken advantage of
the following disclosure exemptions under FRS 101:
· the
requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based
Payment
· the
requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii),
B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business
Combinations;
· the
requirements IFRS 7 Financial Instruments: Disclosures;
· the
requirements of the second sentence of paragraph 110 and paragraphs
113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15
Revenue from Contracts with Customers;
· the
requirements of paragraph 58 of IFRS 16, provided that the
disclosure of details of indebtedness required by paragraph 61(1)
of Schedule 1 to the Regulations is presented separately for lease
liabilities and other liabilities, and in total;
· the
requirement in paragraph 38 of IAS 1 'Presentation of Financial
Statements' to present comparative information in respect of: (i)
paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16
Property Plant and Equipment and (iii) paragraph 118 (e) of IAS 38
Intangible Assets
· the
requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 40A to
40D, 111 and 134-136 of IAS 1 Presentation of Financial
Statements;
· the
requirements of IAS 7 Statement of Cash Flows;
· the
requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors;
· the
requirements of paragraph 17 and 18a of IAS 24 Related Party
Disclosures; and
· the
requirements in IAS 24 Related Party Disclosures to disclose
related party transactions entered into between two or more members
of a group, provided that any subsidiary which is a party to the
transaction is wholly owned by such a member.
Where required, equivalent
disclosures are given in the group financial statements of
Digitalbox plc.
The principal accounting policies
adopted are the same as those set out in note 4 to the consolidated
financial statements except as noted below:
Valuation of investments
Investments in subsidiaries are
stated at cost less any provision for impairment in
value.
II.
OPERATING PROFIT
The auditor remuneration for audit
and other services is disclosed in note 8 to the consolidated
financial statements.
The average number of employees of
the company during the year was 5 (2022: 6) and total staff costs
were £477k (2022: £468k). Directors' remuneration is disclosed in
note 9 to the consolidated financial statements.
III.
|
FIXED ASSET INVESTMENTS
|
|
31
December
2023
|
|
|
|
£'000
|
|
Subsidiary undertakings
|
|
|
|
|
|
|
|
Cost
|
|
|
|
Balance at 31 December 2022 and 31
December 2023
|
|
11,209
|
|
|
|
|
|
Provisions
|
|
|
|
Balance at 1 January 2023
|
|
-
|
|
Impairment charge for the
year*
|
|
(4,983)
|
|
|
|
--------------
|
|
Balance at 31 December
2023
|
|
(4,983)
|
|
|
|
--------------
|
|
Carrying value of
investments
|
|
6,226
|
|
|
|
=======
|
At the year end the Company had the
following subsidiaries:
Subsidiary
name
|
Class of
shares
|
Proportion of
ownership
|
Registered
office
|
|
|
|
|
|
|
Digitalbox Publishing
Limited
|
Ordinary
|
100%
Indirect
|
Jubilee
House, 92 Lincoln Road, Peterborough, PE1 2SN
|
|
Digitalbox Publishing (Holdings)
Limited
|
Ordinary
|
100%
Direct
|
Jubilee
House, 92 Lincoln Road, Peterborough, PE1 2SN
|
|
Subsidiary
name
|
Principal
activity
|
Digitalbox Publishing Limited
|
Sale of
digital advertising space
|
Digitalbox Publishing (Holdings)
Limited
|
Holding
company
|
|
|
|
|
|
|
|
|
|
|
* In
determining the required level of impairment on the investment held
by the Company in Digitalbox Publishing Limited, via its investment
in Digitalbox Publishing (Holdings) Limited, the directors
considered the aggregate contribution of the cash generating units
held in that subsidiary, using the same forecasts, Weighted average
cost of capital and lifetime term as that provided for the goodwill
and intangible asset impairment assessment. This demonstrated a
required impairment of £4,983k.
IV.
|
DEFERRED TAX
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
£'000
|
|
|
|
|
|
|
|
Balance at 1 January 2023
|
|
|
|
-
|
|
Deferred tax charge for the
year
|
|
|
|
(17)
|
|
|
|
|
|
-------------
|
|
Balance at 31 December
2023
|
|
|
|
(17)
|
|
|
|
|
|
=======
|
|
|
|
|
|
|
|
The deferred tax provision
comprises:
|
|
|
|
31
December
2023
|
|
|
|
|
|
£'000
|
|
|
|
|
|
|
|
Tax losses
|
|
|
|
(17)
|
|
|
|
|
|
-------------
|
|
|
|
|
|
(17)
|
|
|
|
|
|
-------------
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
V.
|
RECEIVABLES: due within one year
|
|
|
31
December
2023
|
31
December
2022
|
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Amounts owed by group
undertakings
|
|
|
1,177
|
1,261
|
|
Prepayments and accrued
income
|
|
|
36
|
25
|
|
|
|
|
------------
|
------------
|
|
|
|
|
1,213
|
1,286
|
|
|
|
|
=====
|
=====
|
VI. CASH AND CASH
EQUIVALENTS
|
|
|
31
December
2023
|
31
December
2022
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Cash at bank and in
hand
|
|
|
-
|
1
|
|
|
|
-------------
|
-------------
|
|
|
|
-
|
1
|
|
|
|
======
|
======
|
VII.
|
PAYABLES: amounts falling due within one
year
|
|
|
|
|
|
|
|
|
31
December
2023
|
31
December
2022
|
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Bank overdrafts and loans
|
|
|
38
|
-
|
|
Trade payables
|
|
|
8
|
10
|
|
Accruals
|
|
|
3
|
45
|
|
Other tax and social
security
|
|
|
20
|
18
|
|
|
|
|
------------
|
------------
|
|
|
|
|
69
|
73
|
|
|
|
|
======
|
======
|
VIII. SHARE
CAPITAL
Details of the
Company's share capital can be found in Note 21 to the consolidated
financial statements.
IX.
RESERVES
Full details of movements in
reserves are set out in the company statement of changes in equity.
The following describes the nature and purpose of each reserve
within owners' equity:
Share premium: Amount subscribed
for share capital in excess of nominal value.
Retained deficit: Cumulative net
losses recognised in the company statement of comprehensive
income.
Share based payment reserve:
Cumulative charges recognised in the company statement of
comprehensive income in relation to share based
payments.
X.
RELATED PARTY TRANSACTIONS
During the year, M Capital
Investment Partners (Holdings) Limited billed £6k (2022: £25k) to
the Group, a company related by virtue of Martin Higginson, a
member of key management personnel for part of the year, having
control over the entity. As at 31 December 2023, £nilk (2022: £3k),
was accrued as owing to M Capital Investment Partners (Holdings)
Limited. The balances stated here were for transactions up to the
point that Martin Higginson resigned as a director and was
therefore no longer a related party.
The key management personnel are
considered to be the Board of Directors. Their remuneration is
disclosed in detail in note 9. Key management were remunerated
£431k in the year ended 31 December 2023 (2022:
£406k).
The key management personnel have
been provided with a total of 1,363,916 effective share options
resulting in a charge of £46k in the period (2022:
£17k).
COMPANY STATEMENT OF FINANCIAL POSITION
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
|
|
At 31 December
2023
£'000
|
|
At 31 December
2022
£'000
|
|
|
|
|
|
|
Fixed assets
|
|
|
|
|
|
Investments
|
III
|
|
6,226
|
|
11,209
|
Deferred tax asset
|
IV
|
|
17
|
|
-
|
|
|
|
-----------------
|
|
-----------------
|
|
|
|
6,243
|
|
11,209
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Trade and other
receivables
|
V
|
|
1,213
|
|
1,286
|
Cash and cash equivalents
|
VI
|
|
-
|
|
1
|
|
|
|
-----------------
|
|
-----------------
|
|
|
|
1,213
|
|
1,287
|
Current
liabilities
|
|
|
|
|
|
Bank
overdrafts and loans
|
VII
|
|
(38)
|
|
-
|
Trade and
other payables
|
VII
|
|
(31)
|
|
(73)
|
|
|
|
----------------
|
|
----------------
|
Total current liabilities
|
|
|
(69)
|
|
(73)
|
|
|
|
|
|
|
|
|
|
----------------
|
|
----------------
|
Total liabilities
|
|
|
(69)
|
|
(73)
|
|
|
|
|
|
|
Net
current assets
|
|
|
1,144
|
|
1,214
|
|
|
|
---------------
|
|
---------------
|
Total assets less total liabilities
|
|
|
7,387
|
|
12,423
|
|
|
|
=======
|
|
=======
|
|
|
|
|
|
|
Capital and reserves
|
|
|
|
|
|
Called up share capital
|
VIII
|
|
1,179
|
|
1,179
|
Share premium account
|
IX
|
|
11,169
|
|
11,169
|
Share-based payment
reserve
|
IX
|
|
138
|
|
196
|
Retained deficit
|
IX
|
|
(5,099)
|
|
(121)
|
|
|
|
------------------
|
|
------------------
|
Shareholders' funds
|
|
|
7,387
|
|
12,423
|
|
|
|
=========
|
|
=========
|
The Company has
taken advantage of the exemptions allowed under section 408 of the
Companies Act 2006 and has not presented its income statement in
these financial statements. The Group profit for the year included
a loss on ordinary activities after tax of £5,082k (2022: £102k
loss) in respect of the Company.
The financial
statements were approved by the Board and authorised for issue on
25 March 2024.
James
Carter
David Joseph
CEO
CFO
Company registration number:
04606754
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
Share
Capital
|
Share
Premium
|
Share-based
payment
|
Retained
deficit
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Balance at 1 January 2022
|
1,163
|
11,149
|
464
|
(349)
|
12,427
|
|
|
|
|
|
|
Loss
after tax
|
-
|
-
|
-
|
(102)
|
(102)
|
|
|
|
|
|
|
Issue of
new shares
|
16
|
20
|
-
|
-
|
36
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
62
|
-
|
62
|
|
|
|
|
|
|
Reserves
transfer in respect of lapsed options
|
-
|
-
|
(330)
|
330
|
-
|
|
|
|
|
|
|
|
-------------
|
-------------
|
-------------
|
-------------
|
-------------
|
Balance at 31 December
2022
|
1,179
|
11,169
|
196
|
(121)
|
12,423
|
|
-------------
|
--------------
|
-------------
|
-------------
|
-------------
|
|
|
|
|
|
|
Loss
after tax
|
-
|
-
|
-
|
(5,082)
|
(5,082)
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
46
|
-
|
46
|
|
|
|
|
|
|
Reserves
transfer in respect of lapsed options
|
-
|
-
|
(104)
|
104
|
-
|
|
|
|
|
|
|
|
-------------
|
--------------
|
--------------
|
--------------
|
--------------
|
Balance at 31 December
2023
|
1,179
|
11,169
|
138
|
(5,099)
|
7,387
|
|
-------------
|
--------------
|
-------------
|
-------------
|
-------------
|
|
|
|
|
|
|
The notes on pages 66 to 69 form
part of the Company financial statements.
NOTES FORMING PART OF THE COMPANY FINANCIAL
STATEMENTS
FOR
THE YEAR ENDED 31 DECEMBER 2023
II.
ACCOUNTING POLICIES
The separate financial statements
of the Company are presented as required by the Companies Act 2006.
As permitted by the Act the separate financial statements have been
prepared in accordance with Financial Reporting Standard 101
Reduced Disclosure Framework (FRS 101) and in accordance with
applicable accounting standards.
The company has taken advantage of
the following disclosure exemptions under FRS 101:
· the
requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based
Payment
· the
requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii),
B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business
Combinations;
· the
requirements IFRS 7 Financial Instruments: Disclosures;
· the
requirements of the second sentence of paragraph 110 and paragraphs
113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15
Revenue from Contracts with Customers;
· the
requirements of paragraph 58 of IFRS 16, provided that the
disclosure of details of indebtedness required by paragraph 61(1)
of Schedule 1 to the Regulations is presented separately for lease
liabilities and other liabilities, and in total;
· the
requirement in paragraph 38 of IAS 1 'Presentation of Financial
Statements' to present comparative information in respect of: (i)
paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16
Property Plant and Equipment and (iii) paragraph 118 (e) of IAS 38
Intangible Assets
· the
requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 40A to
40D, 111 and 134-136 of IAS 1 Presentation of Financial
Statements;
· the
requirements of IAS 7 Statement of Cash Flows;
· the
requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors;
· the
requirements of paragraph 17 and 18a of IAS 24 Related Party
Disclosures; and
· the
requirements in IAS 24 Related Party Disclosures to disclose
related party transactions entered into between two or more members
of a group, provided that any subsidiary which is a party to the
transaction is wholly owned by such a member.
Where required, equivalent
disclosures are given in the group financial statements of
Digitalbox plc.
The principal accounting policies
adopted are the same as those set out in note 4 to the consolidated
financial statements except as noted below:
Valuation of investments
Investments in subsidiaries are
stated at cost less any provision for impairment in
value.
II.
OPERATING PROFIT
The auditor remuneration for audit
and other services is disclosed in note 8 to the consolidated
financial statements.
The average number of employees of
the company during the year was 5 (2022: 6) and total staff costs
were £477k (2022: £468k). Directors' remuneration is disclosed in
note 9 to the consolidated financial statements.
III.
|
FIXED ASSET INVESTMENTS
|
|
31
December
2023
|
|
|
|
£'000
|
|
Subsidiary undertakings
|
|
|
|
|
|
|
|
Cost
|
|
|
|
Balance at 31 December 2022 and 31
December 2023
|
|
11,209
|
|
|
|
|
|
Provisions
|
|
|
|
Balance at 1 January 2023
|
|
-
|
|
Impairment charge for the
year*
|
|
(4,983)
|
|
|
|
--------------
|
|
Balance at 31 December
2023
|
|
(4,983)
|
|
|
|
--------------
|
|
Carrying value of
investments
|
|
6,226
|
|
|
|
=======
|
At the year end the Company had the
following subsidiaries:
Subsidiary
name
|
Class of
shares
|
Proportion of
ownership
|
Registered
office
|
|
|
|
|
Digitalbox Publishing
Limited
|
Ordinary
|
100%
Indirect
|
Jubilee
House, 92 Lincoln Road, Peterborough, PE1 2SN
|
Digitalbox Publishing (Holdings)
Limited
|
Ordinary
|
100%
Direct
|
Jubilee
House, 92 Lincoln Road, Peterborough, PE1 2SN
|
Subsidiary
name
|
Principal
activity
|
|
Digitalbox Publishing Limited
|
Sale of
digital advertising space
|
|
Digitalbox Publishing (Holdings)
Limited
|
Holding
company
|
|
|
|
|
|
|
|
|
|
|
|
|
* In
determining the required level of impairment on the investment held
by the Company in Digitalbox Publishing Limited, via its investment
in Digitalbox Publishing (Holdings) Limited, the directors
considered the aggregate contribution of the cash generating units
held in that subsidiary, using the same forecasts, Weighted average
cost of capital and lifetime term as that provided for the goodwill
and intangible asset impairment assessment. This demonstrated a
required impairment of £4,983k.
IV.
|
DEFERRED TAX
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
£'000
|
|
|
|
|
|
|
|
Balance at 1 January 2023
|
|
|
|
-
|
|
Deferred tax charge for the
year
|
|
|
|
(17)
|
|
|
|
|
|
-------------
|
|
Balance at 31 December
2023
|
|
|
|
(17)
|
|
|
|
|
|
=======
|
|
|
|
|
|
|
|
The deferred tax provision
comprises:
|
|
|
|
31
December
2023
|
|
|
|
|
|
£'000
|
|
|
|
|
|
|
|
Tax losses
|
|
|
|
(17)
|
|
|
|
|
|
-------------
|
|
|
|
|
|
(17)
|
|
|
|
|
|
-------------
|
V.
|
RECEIVABLES: due within one year
|
|
|
31
December
2023
|
31
December
2022
|
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Amounts owed by group
undertakings
|
|
|
1,177
|
1,261
|
|
Prepayments and accrued
income
|
|
|
36
|
25
|
|
|
|
|
------------
|
------------
|
|
|
|
|
1,213
|
1,286
|
|
|
|
|
=====
|
=====
|
VI. CASH AND CASH
EQUIVALENTS
|
|
|
31
December
2023
|
31
December
2022
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Cash at bank and in
hand
|
|
|
-
|
1
|
|
|
|
-------------
|
-------------
|
|
|
|
-
|
1
|
|
|
|
======
|
======
|
VII.
|
PAYABLES: amounts falling due within one
year
|
|
|
|
|
|
|
|
|
31
December
2023
|
31
December
2022
|
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Bank overdrafts and loans
|
|
|
38
|
-
|
|
Trade payables
|
|
|
8
|
10
|
|
Accruals
|
|
|
3
|
45
|
|
Other tax and social
security
|
|
|
20
|
18
|
|
|
|
|
------------
|
------------
|
|
|
|
|
69
|
73
|
|
|
|
|
======
|
======
|
VIII. SHARE
CAPITAL
Details of the
Company's share capital can be found in Note 21 to the consolidated
financial statements.
IX.
RESERVES
Full details of movements in
reserves are set out in the company statement of changes in equity.
The following describes the nature and purpose of each reserve
within owners' equity:
Share premium: Amount subscribed
for share capital in excess of nominal value.
Retained deficit: Cumulative net
losses recognised in the company statement of comprehensive
income.
Share based payment reserve:
Cumulative charges recognised in the company statement of
comprehensive income in relation to share based
payments.
X.
RELATED PARTY TRANSACTIONS
During the year, M Capital
Investment Partners (Holdings) Limited billed £6k (2022: £25k) to
the Group, a company related by virtue of Martin Higginson, a
member of key management personnel for part of the year, having
control over the entity. As at 31 December 2023, £nilk (2022: £3k),
was accrued as owing to M Capital Investment Partners (Holdings)
Limited. The balances stated here were for transactions up to the
point that Martin Higginson resigned as a director and was
therefore no longer a related party.
The key management personnel are
considered to be the Board of Directors. Their remuneration is
disclosed in detail in note 9. Key management were remunerated
£431k in the year ended 31 December 2023 (2022:
£406k).
The key management personnel have
been provided with a total of 1,363,916 effective share options
resulting in a charge of £46k in the period (2022:
£17k).