DCD MEDIA PLC
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015
Company number 03393610
Contents
Audited results for the year ended 31 December 2015
Executive Chairman’s review
Group strategic report
Group report of the Directors for the year ended 31 December 2015
Board of Directors
Independent auditor’s report to the members of DCD Media Plc
Consolidated income statement for the year ended 31 December 2015
Consolidated statement of comprehensive income for the year ended 31 December 2015
Consolidated statement of financial position as at 31 December 2015
Consolidated statement of cash flows for the year ended 31 December 2015
Consolidated statement of changes in equity for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
Parent company balance sheet as at 31 December 2015
Notes to the parent company financial statements for the year ended 31 December 2015
Corporate information
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DCD Media Plc
Financial statements for the year ended 31 December 2015
DCD Media Plc
(“DCD Media” or the “Company”)
Audited results for the year ended 31 December 2015
DCD Media and its subsidiaries, the independent TV production and distribution group (the “Group”), today report results
for the year ended 31 December 2015.
Financial Summary
Continuing operations:
Revenue
Gross profit
Operating loss
Discontinued operations:
Revenue
Gross profit
Operating profit
Group results:
£11.1m (2014: £9.7m)
£2.9m (2014: £2.5m)
£2.2m (2014: £0.9m)
£0.0m (2014: £1.3m)
£0.0m (2014: £0.3m)
£0.0m (2014: £0.3m)
Operating loss
Adjusted EBITDA
Adjusted loss before tax
£2.2m (2014: £0.6m)
£0.2m (2014: (£0.2m))
£0.1m (2014: £0.5m)
Please refer to the table within the Performance section below for an explanation of the profit adjustments.
Business highlights
Continued focus on our rights business yields positive adjusted EBITDA of £0.2m and provides a platform for
further growth
DCD Rights acquired the Electric Sky Library
September Films produced a second series of Celebrity Squares for ITV
DCD Rights secured the co-production of Penn & Teller: Fool Us in Vegas for September Films in the USA
Rize USA won a commission to produce ten part series Got What it Takes? for CBBC
Sequence Post continued to expand its client base and improve its facilities
The Company continued the transformational work which began in 2013, to stabilise and rationalise DCD Media and we
can report that the Board is confident there is a stable and sustainable business going forward. The focus of activity has
been on the continued development of the rights and distribution business, while minimising the risk of losses in the
production businesses and assessing the future potential for these entities.
Following an assessment and review of the production businesses, and against the significant headwind of tough trading
conditions which has led to poor uptake of production commissions, the Board of DCD Media recently announced that it
would immediately cease development activity within its production division. As a consequence, the Group unfortunately
had to make a number of redundancies. The Group will, however, continue to focus on its two key production franchises,
September Films’ Penn and Teller: Fool Us in Vegas currently delivering season two to the CW Network in America,
and Rize USA’s Got What it Takes?, produced for CBBC in the UK.
The Board believes the business now has a solid platform for growth with a more focussed approach to rights and
distribution.
During the year, the rights division saw its third consecutive year of turnover growth and the Board expects this to
continue to drive the financial performance of the Group.
The rights division is already seeing encouraging trading and growth, resulting from a strong catalogue and unique mix of
content ranging from observational documentaries to award–winning dramas. Specifically, we were delighted to make
DCD Media Plc
1 Financial statements for the year ended 31 December 2015
the acquisition of the Electric Sky library, which further added to the diverse range of content and also brought with it a
viable IT platform which will assist with the further upscaling of the business planned in the short-term.
Notwithstanding the clear strategic shift to the rights and distribution model, the Board was delighted to record two
notable commissions for production franchises in the year. DCD Rights secured the co-production of hit network show
Penn & Teller: Fool Us for September Films in the USA with partners 1/17 Productions. And in the UK market, Rize
USA won a commission to produce a ten part series of the hugely popular talent show for teenagers Got What it Takes?
for CBBC.
David Craven, Executive Chairman and Chief Executive Officer, commented: “This has been another tough year for the
production division, and we have reflected and analysed the commercial challenges which face small independent TV
production companies in the UK. DCD Media has never benefitted from the large-scale operations which thrive in the
marketplace due to their economies of scale that enable large groups of creatives to focus on what the broadcaster
wants.
“The business reports a relatively modest adjusted EBITDA profit of £0.2m compared to £0.2m loss in 2014. This is a
consequence of continued consolidation work undertaken in the last 18 months, the growth in rights and the two
production franchises. The valuable intellectual property and back-catalogue, other format ownership and exploitation
will continue to be a key strategic plank and cash-flow driver for the rights and distribution business going forward. The
Board believes that it now has the platform for a sustainable rights and distribution business largely through a strong and
experienced management team, solid funding sources and a creditable reputation in the marketplace.
“The financial performance therefore reflects a more cohesive business at a revenue level, with adjusted EBITDA losses
eliminated and the reasonable expectation that the Group will report another adjusted EBITDA positive year in 2016.
“The Board is very confident we can see further expansion from the rights division in the new financial year. There is a
great deal of work to be done, not least of which involves the continued engagement of new funding sources to support
the buying process. However, we look forward to the rights business driving sustained growth in the coming years.’’
For further information please contact:
Angelica Tziotis
Investor Relations/ Media Relations, DCD Media Plc
Tel: +44 (0)20 3869 0190
Stuart Andrews / Carl Holmes / Giles Rolls
finnCap
Tel: +44 (0)20 7220 0500
ir@dcdmedia.co.uk
DCD Media Plc
2 Financial statements for the year ended 31 December 2015
Executive Chairman’s review
The business delivered a good underlying performance in the financial year to 31 December 2015.
Last year, the ambition once again for the Group was to focus on the future growth for the rights business and the Board
is pleased to report the expansion plan has succeeded with an impressive 20% growth in rights and licensing turnover
from the previous year with further expansion planned in the next financial year.
DCD Rights further consolidated its position as one of the world’s top independent TV rights distributors in 2015 with
considerable success in award-winning new dramas and factual programming as well as building its music library. The
company, once again, delivered a profit and is poised for further growth in the next financial year.
The DCD Rights team enjoy continued support from the Group’s major shareholder, Timeweave, which provides funding
for the acquisition of third-party distribution rights. Timeweave made this fund available to support the development of
the DCD Rights business whilst the restructuring of the Group was ongoing. Having demonstrated that such a fund is
commercially viable, the future development of DCD Rights will be augmented with third party funding from the wider
financial markets and significant progress has been made on this in 2016.
The Board now believes that we are well placed for the rights division to drive forward and deliver on the target of
consistent double digit sales growth in the forthcoming years.
DCD Rights’ drama library continues to go from strength to strength: Six-part political thriller series The Code scooped
six awards at the prestigious annual AACTA Awards in Sydney, including “Best Television Drama Series” and “Best
Direction in a Television Drama or Comedy”. Kiwi telemovie How To Murder Your Wife won the award for “Best TV
Movie” at the C21 Drama Awards, coming off the back of a triple win at the NYC International Film Festival earlier this
year. Office comedy Dreamland won “Most Outstanding Comedy Program” at the Logies - Australia’s annual television
awards.
In the production businesses, the output of which is overseen by DCD Media and complimented by the Group’s post-
production and rights divisions, the team delivered some creditable productions.
Following the success of the first series of Celebrity Squares in 2014, September Films produced a second eight-part
series of the Warwick Davis-fronted comedy game show in 2015 which premiered in April on primetime ITV. However,
following two successive commissions for this primetime comedy game show, DCD Media was informed by ITV in
November 2015 that a third series would not be commissioned for 2016, although Celebrity Squares may be re-
commissioned again at a future date.
The CW Network in the US commissioned a second 13 part series of Penn & Teller: Fool Us in Vegas, a co-production
between 1/17 Productions and September Films. The first series was fronted by Jonathan Ross, and aired on primetime
on The CW securing the network’s highest Monday night ratings in six years. In the UK, it successfully aired on
primetime on Sunday nights on Channel 5, with ratings 30% up on the slot average.
Production hit a high note at the start of 2016, with the transmission of episode one of Got What it Takes? airing on
CBBC in the first week of January. The 10-episode talent series had children competing for the chance to perform at
Radio 1’s Big Weekend festival. The show was received extremely well both in the press and on social media, and
regularly made the top 25 on BBC’s iPlayer chart.
Over the last year, Sequence, the London based post-production house, continued to develop relationships with
independent music producers working for JA Digital and Globe/Universal Productions, as well as forging new
relationships with local commercial producers.
Finally, the Board would like to thank members of the outgoing production team for their help and dedication to the
Group over the years and wish them well for the future.
D Craven
Executive Chairman and Chief Executive Officer
2 June 2016
DCD Media Plc
3 Financial statements for the year ended 31 December 2015
Group strategic report
Strategic outlook
We are greatly disappointed that the production entities have not proved capable of scaling nor reaching sustainable
commercial levels of output. We have invested heavily in the production division over the years but have taken the
difficult decision to curtail development work in the production companies.
We remain committed to two key franchises which remain part of the rights team focus. In this rapidly evolving TV and
convergent content market; the highly-regarded rights management team and business forms the basis for an optimistic
outlook for the forthcoming year.
If DCD Media acquires third party rights successfully and attracts further third party funders, the Board believes the
market will remain highly attractive in the coming years.
The digital marketplace features in almost all of our transactions and we do anticipate significant opportunities as the
convergent platforms continue to aggregate content in competition with traditional broadcasters. As ever, the secret to
success lies in acquiring quality content and DCD Rights has a strong reputation in the marketplace for delivering on this
measure.
Review of divisions for the year to 31 December 2015
Rights and Licensing
DCD Rights
The business remained profitable and delivered an increase in turnover of approximately 20% over the previous year;
having benefited from some large sales to major international cable and SVOD platforms, which are expected to continue
throughout 2016.
DCD Rights added to their extensive catalogue by acquiring a library from the administrators of Electric Sales Limited
and Electric Sky Productions Limited (together the “Electric Sky Library”).The Electric Sky Library comprises
approximately 253 hours across 50 titles of owned productions, including, The Fat Doctor multiple series, How Cities
Work and Amazing Lives.
DCD Rights’ drama library continues to go from strength to strength: Six-part political thriller series The Code scooped
six awards at the prestigious annual AACTA Awards in Sydney, including “Best Television Drama Series” and “Best
Direction in a Television Drama or Comedy”. Kiwi telemovie How To Murder Your Wife won the award for “Best TV
Movie” at the C21 Drama Awards, coming off the back of a triple win at the NYC International Film Festival earlier this
year. Office comedy Dreamland won “Most Outstanding Comedy Program” at the Logies - Australia’s annual television
awards.
At MIPTV 2015, DCD Rights launched the highly-anticipated US version of Penn & Teller: Fool Us. Commissioned by
The CW and produced by 1/17 Productions and September Films, Penn & Teller: Fool Us in Vegas was hosted by
Jonathan Ross and filmed at the Penn & Teller Theatre at the Rio Hotel in Las Vegas.
DCD Rights also secured a sale to Showtime in the USA of a 90’ film marking the 45th anniversary of Jimi Hendrix’
passing, Jimi Hendrix: Electric Church, which premiered exclusively on Showtime in September. The film, produced by
Experience Hendrix, features explosive, never-before-seen footage of one of the world’s greatest rock musicians. Jimi
Hendrix: Electric Church joins a raft of music acquisitions including David Gilmour: Wider Horizons, Miley Cyrus’
Bangerz Tour and Depeche Mode Live in Berlin.
DCD Rights expanded its cookery library due to increased demand in the genre for the talent represented. Following on
from the success of Bitten: Sarah Graham Cooks Cape Town, produced by Okhule Media, the new series Sarah
Graham’s Food Safari, explored some of Southern Africa’s most interesting and exciting food, travelling from the open
savannahs to beautiful cityscapes. DCD Rights secured a pre-sale acquisition for the series to The Cooking Channel in
the US. In addition, DCDR acquired the rights to BBC Productions’ prestigious series A Cook Abroad, 6 x 60’, featuring
some of the world’s best known chefs including John Turode, Rick Stein and Rachel Koo, embarking on a tour of the
world’s most inspiring food cultures. A second series of Sicily with Aldo & Enzo was launched in the second half of the
year, in which Sicilian chef, Enzo Oliveri, takes Italian mainland chef, Aldo Zilli, to ten uniquely different locations around
Sicily, uncovering the secrets of the island’s diverse culinary culture.
This year, there were two new appointments made to DCD Rights’ sales team: James Anderson, previously Sales
Manager at IMG Media, joined the company as Senior Sales Executive, responsible for Japan, Asia, Eastern Europe,
Benelux, Africa and the Middle East. Lenneke de Jong has also been appointed as Sales Executive, responsible for
Latin America, Spain, Portugal, Inflight, Non-Theatric and Clip sales.
DCD Media Plc
4 Financial statements for the year ended 31 December 2015
Group strategic report
DCD Publishing
DCD Publishing represented a range of properties and talent across all media, including television, book publishing,
DVD, licensed consumer products, product endorsement and monetised social media.
The division saw through the publication of three books in 2015: Sarah Shaw’s account of her affair with a lift attendant
as she worked at Bush House in the Seventies (Little Brown Book Group); the Porridge Pop-Up entrepreneur Nik
Williamson’s Book of Grains (Phaidon Art Books) and Made In The Office by Rachel Maylor (Frances Lincoln
Publishers), which has also been accompanied by the development of a short YouTube food series.
Revenues were boosted by re-prints of The Shard visitors’ guide and royalties from Jack Monroe’s A Girl Called Jack
cookery book, however, there was little expansion during the year, and due to limited new business it was concluded that
the division would be best absorbed within the enlarged Rights division, rather than operating as a stand-alone entity.
Productions
The DCD Media productions division comprised the following UK and US-based brands:
Rize USA
September Films USA
Prospect Cymru
London, UK
Los Angeles, California
London, UK
September Films UK
Prospect Pictures
London, UK
London, UK
The output of each organisation is overseen by DCD Media and complimented by the Group’s Post-Production and
Rights and Licensing divisions.
September Films
Following the success of the first series of Celebrity Squares in 2014, September Films produced a second eight-part
series of the Warwick Davis-fronted comedy game show in 2015 which premiered in April on primetime ITV.
September Films co-produced with US based 1/17 Productions the 13x60’ series, Penn & Teller: Fool Us in Vegas,
fronted by Jonathan Ross, which aired in primetime on The CW in the US. Here it secured the network’s highest
Monday night ratings in six years, and is currently being shown on Sunday night primetime on Channel 5 in the UK, with
ratings 30% up on the slot average.
September Films will continue to be involved in the production of future series of Penn & Teller: Fool Us in Vegas.
Rize USA
Rize USA kicked off 2015 with The Billion Pound Hotel, a behind-the-scenes documentary exploring the ins and outs of
one of Dubai’s most luxurious hotels, the Burj Al Arab Jumeirah. Premiering in March on Channel 4, the documentary
was highly successful, drawing in a 10.5% audience share, and trending 2nd in the UK, and 6th in the world on social
media.
This was followed by cutting edge documentary Love at First Swipe, another Channel 4 commission which aired in May
2015. The film explored the rise of techno-erotic interactions, and the role of dating apps in facilitating modern
relationships.
November saw the transmission of yet another Channel 4, 60-minute documentary, which followed the famous journey of
the Venice-Simplon Orient Express in The World’s Most Famous Train. The programme drew in over 2 million viewers
and an 8.7% audience share, as well as a very successful social media response.
Productions hit a high note at the start of 2016, with the transmission of episode one of Got What it Takes? airing on
CBBC in the first week of January. The 10-episode talent series saw children competing for the chance to perform at
Radio 1’s Big Weekend in May. The show was received extremely well, has regularly made the top 25 on BBC’s iPlayer
chart, and has continued to attract attention both in the press and on social media.
Rize USA will continue to be involved in the production of future series of Got What it Takes?.
Post - Production
Sequence Post
Over the last year, Sequence has continued to develop its relationships with independent music producers working for
JA Digital and Globe/Universal Productions, as well as forging new relationships with local commercial producers.
Major music projects included a feature length Concert for The Rolling Stones, the Ed Sheeran film Jumpers for
Goalposts (shown in Cinemas across the country), PJ Harvey’s The Hollow of the Hand, Eric Clapton Live at the
Royal Albert Hall and Adele: The Church Sessions.
These projects have contributed to a positive 12 months, despite a decline in the quantity of documentary work
contracted to Sequence from the Group. We have also secured another two promising projects which follow The Rolling
Stones around their current tour of South America. Between now and August, the team will also be completing full picture
post production on two feature films which are due for theatrical release. The first is a documentary, and the second, a
concert film based on The Rolling Stones’ historic night in Cuba.
DCD Media Plc
5 Financial statements for the year ended 31 December 2015
Group strategic report
Sequence Post (continued)
Sequence has continued to expand its facilities with the addition of an extra offline suite and an equipment upgrade to
include a new 4K suite. This addition is a pivotal investment, primarily in aiding the company to secure more features
work in the future.
Performance
At a turnover level, the Group delivered £11.1m in revenue all from continuing operations compared with £11.0m in 2014,
of which only £9.7m related to continuing operations.
The Group made an operating loss for the year of £2.2m (2014: loss of £0.6m), which is stated after impairment and
amortisation of intangible assets, including goodwill and trade names.
Adjusted EBITDA and Adjusted LBT are the key performance measures that are used by the Board, as they more fairly
reflect the underlying business performance by excluding the significant non-cash impacts of goodwill, trade name and
programme rights amortisation and impairments.
The headline Adjusted EBITDA in the year ended 31 December 2015 was a profit of £0.2m (2014: loss of £0.2m).
Adjusted loss before tax for the Group was £0.1m in 2015 against an adjusted loss of £0.5m for the year to 31 December
2014.
The following table represents the reconciliation between the operating loss per the consolidated income statement and
adjusted Loss Before Tax (LBT) and adjusted Earnings Before Interest Tax Depreciation and Amortisation (EBITDA):
Operating loss per statutory accounts (continuing operations)
Add: Discontinued operations (note 9)
Operating loss per statutory accounts
Add: Amortisation of programme rights (note 11)
Add: Impairment of programme rights (note 11)
Add: Amortisation of trade names (note 11)
Add: Impairment of goodwill and related intangibles (note 11)
Less: Capitalised programme rights intangibles (note 11)
Less : Gain on sale of subsidiary (note 9)
Add: Depreciation (note 12)
EBITDA
Add: Restructuring (income)/costs (note 5)
Add : Stock and other provisions
Deduct : Write back of creditor
Adjusted EBITDA
Continuing adjusted EBITDA
Discontinued adjusted EBITDA
Less: Net financial expense (note 7)
Less: Depreciation
Adjusted LBT
Continuing adjusted LBT
Discontinued adjusted LBT
Year ended
31 December
2015
£m
Year ended
31 December
2014
£m
(2.2)
0.0
(2.2)
0.7
0.2
0.4
1.8
(0.7)
0.0
0.1
0.3
(0.1)
0.0
0.0
0.2
0.2
0.0
(0.2)
(0.1)
(0.1)
(0.1)
0.0
(0.9)
0.3
(0.6)
0.9
0.0
0.4
0.0
(0.9)
(0.3)
0.1
(0.4)
0.3
0.1
(0.2)
(0.2)
(0.2)
(0.0)
(0.2)
(0.1)
(0.5)
(0.5)
(0.0)
DCD Media Plc
6 Financial statements for the year ended 31 December 2015
Group strategic report
Intangible assets
The Group’s consolidated income statement and consolidated statement of financial position has again this year been
impacted by the amortisation and impairment of intangible assets, see note 11.
The Group has seen amortisation and impairment of goodwill and trade names for the year of £2.2m (2014: £0.4m) and
a net amortisation and impairment of programme rights of £0.8m (2014: £1.0m).
The accounting implications, in terms of the effect of reporting impaired intangible assets under International Financial
Standards, are explained below.
Goodwill
As a result of the decision to stop new development activity, the Directors have assessed the carrying value of goodwill
attributable to September Films and have booked an impairment of £1.8m (2014: £nil).
Trade names
Trade names are amortised over ten years on a straight line basis and a non-cash expense of £0.4m was expensed in
the year relating to trade names. The carrying value of trade names after the amortisation was £0.6m (2014: £1.0m).
Restructuring costs
Restructuring income of £0.1m has been disclosed in the consolidated statement of comprehensive income and relates
to net income from the Group’s operations in the USA.
Earnings per share
Basic loss per share in the year was 254p (year ended 31 December 2014: 177p loss per share) and was calculated on
the loss after taxation of £2.3m (year ended 31 December 2014: loss £0.7m) divided by the weighted average number of
shares in issue during the year being 915,470 (2014: 414,281).
Balance sheet
The Group’s net cash balances have decreased to £1.2m at 31 December 2015 from £1.3m at 31 December 2014. A
substantial part of the Group cash balances represent working capital commitment in relation to its rights business and is
not considered free cash. The decrease in the year is largely due to temporary movements in receivables and payables
in working capital.
During the year, the 2013 and 2014 Convertible Loan Notes, which together with accrued interest totalled £2.1m, were
converted into ordinary shares.
During the year, the Group accrued £0.4m of recharges for director, management and financial services from Timeweave
Ltd, its major shareholder that remain unpaid. In addition, £0.2m of input VAT recovered by the Group and due to
Timeweave on these recharges was also not paid.
At the year end, the Group had an available gross overdraft facility of £0.5m and a net facility of £0.25m.
Shareholders’ equity
Retained earnings as at 31 December 2015 were £(60.8m) (2014: £(58.5m)) and total shareholders’ equity at that date
was £2.5m (2014: £2.6m).
Amounts attributable to non-controlling interests
At the year end, the Group held an 80% stake in Rize Television Ltd. An amount of £0.0m (2014: (£0.1m)) as equity
representing the non-controlling interest of the Group is reported as at the year end.
Current trading
2016 has begun well for the Group’s rights and distribution arm. However, as previously mentioned, the Board felt that
the production entities had not reached a sustainable commercial level of output and the division has been reduced to
continuing with two key franchises, ceasing all other production activity.
DCD Media Plc
7 Financial statements for the year ended 31 December 2015
Group strategic report
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position
are set out above. The financial position of the Group, its cash position and borrowings are set out in the Performance
section of the statement. In addition, note 18 sets out the Group's objectives, policies and processes for managing its
financial instruments and risk.
The Group's day-to-day operations are funded from cash generated from trading and the use of an overdraft facility with
other activities funded from a combination of equity and short and medium term debt instruments. The overdraft facility
reduced by £0.25m throughout 2015 to £0.25m and is scheduled for review by the Group’s principal bankers, Coutts &
Co (“Coutts”), on 31 July 2016. The Directors have a reasonable expectation that an overdraft facility will continue to be
available to the Group for a period in excess of 12 months from the date of approval of these financial statements.
In considering the going concern basis of preparation of the Group’s financial statements, the Board has prepared profit
and cash flow projections which incorporate reasonably foreseeable impacts of the ongoing challenging trading
environment. These projections reflect the management of the day to day cash flows of the Group which includes
assumptions on the profile of payment of certain existing liabilities of the Group. They show that the day to day
operations will continue to be cash generative. The forecasts show that the Group will continue to utilise its overdraft
facility provided by its principal bankers for the foreseeable future.
In addition, the Group is in discussion with Timeweave Ltd, its major shareholder, to formalise the debt that has built-up
on management charges which have not been cash-settled.
The Directors’ forecasts and projections, which make allowance for potential changes in its trading performance, show
that with the ongoing support of its shareholders, lenders and its bank; the Group can continue to generate cash to meet
its obligations as they fall due.
The Directors have regular discussions with the Group’s main shareholders and its principal bankers and have a
reasonable expectation that the Company and the Group will have adequate resources to continue in operational
existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual
report and financial statements.
Key Performance Indicators (KPIs)
Revenue from continuing operations (£m)
Operating loss from continuing operations (£m)
Adjusted EBITDA (£m)
Adjusted loss before tax (£m)
Principal risks and uncertainties
Year ended
31 December
2015
Year ended
31 December
2014
11.1
2.2
0.2
0.1
9.7
0.9
(0.2)
0.5
General commercial risks
The Group’s management aims to minimise risk of over-reliance on individual business segments, members of staff,
productions or customers by developing a broad, balanced stable of production and distribution activities and intellectual
property. Clear risk assessment and strong financial and operational management is essential to control and manage the
Group’s existing business, retain key staff and balance current development with future growth plans. As the Group
operates in overseas markets, it is also subject to exposures on transactions undertaken in foreign currencies.
Production and distribution revenue
Production revenue will fall as the Group has ceased to pursue productions in development and is due to focus on its two
current franchises. Distribution revenue is forecast to rise as this division is the prime focus of the Group going forward.
Funding and liquidity
Costs incurred during production are not always funded by the commissioning broadcaster. The Group policy is to
maintain its production cash balances to ensure there is no financial shortfall in the ability to produce a programme. It is
inherent in the production process that the short-term cash flows on productions can sometimes be negative initially. This
is due to costs incurred before contracted payments have been received, in order to meet delivery and transmission
dates. The Group funds these initial outflows, when they occur, in three ways: internally, ensuring that overall exposure is
minimised; through a short term advance from a bank or other finance house; or through a short term loan from
Timeweave Ltd, its main shareholder, which will be underwritten by the contracted sale. The Group regularly reviews the
cost/benefit of such decisions in order to obtain the optimum use from its working capital.
The Group’s cash and cash equivalents net of overdraft at the end of the period was £1.2m (2014: £1.3m) including
certain production related cash held to maintain the Group policy. The Group debt consists primarily of an overdraft,
DCD Media Plc
8 Financial statements for the year ended 31 December 2015
Group strategic report
Principal risks and uncertainties (continued)
Funding and liquidity (continued)
some convertible debt and accrued management recharges due to Timeweave. Details of interest payable, funding and
risk mitigation are disclosed in notes 7, 16 and 18 to the consolidated financial statements.
Exchange rate risk
The Group's exposure to exchange rate fluctuations has historically been small. Management review expected cash
inflows and outflows in source currency and when required, take out forward options to protect against any short term
fluctuations.
D Craven
Executive Chairman and Chief Executive Officer
2 June 2016
DCD Media Plc
9 Financial statements for the year ended 31 December 2015
Group report of the Directors for the year ended 31 December 2015
The Directors present their report together with the audited financial statements for the year ended 31 December 2015.
Principal activities
The main activities of the Group in the year continued to be distribution and rights exploitation and content production.
The main activity of the Company continued to be that of a holding company, providing support services to its
subsidiaries.
Business review
A detailed review of the Group’s business including key performance indicators and likely future developments is
contained in the Executive Chairman’s Review and Group Strategic Report on pages 3 to 9, which should be read in
conjunction with this report.
Results
The Group’s loss before taxation for the year ended 31 December 2015 was £2.4m (2014: £0.9m). The loss for the year
post-taxation was £2.2m (2014: £0.7m) and has been carried forward in reserves.
The Directors do not propose to recommend the payment of a dividend (2014: £nil).
Directors and their interests
At 31 December 2015
At 31 December 2014
Ordinary
shares of
£1 each
Deferred
shares of
£1 each
Ordinary
shares of
£1 each
Deferred
shares of
£1 each
D Green
N Davies Williams
D Craven
N McMyn
A Lindley
132,197
781
-
-
-
503,428
69,317
-
-
-
12,373
781
-
-
-
503,428
69,317
-
-
-
Mr Lindley, Mr McMyn and Mr Green are Non-Executive Directors. Biographies of the Company’s Directors can be found
on page 14.
Other than as disclosed in note 22 to the consolidated financial statements, none of the Directors had a material interest
in any other contract of any significance with the Company and its subsidiaries during or at the end of the financial year.
Substantial shareholdings
The Company has been notified, as at 1 June 2016, of the following material interests in the voting rights of the Company
under the provisions of the Disclosure and Transparency Rules:
Name
Timeweave Ltd*
Henderson Global Investors Ltd
Colter Ltd*
No. of £1 ordinary shares
1,562,180
637,040
124,000
%
61.47
25.07
4.88
*Timeweave Ltd and Colter Ltd are under common ownership (see note 27).
Share capital
Details of share capital are disclosed in note 19 to the consolidated financial statements.
Employment involvement
The Group’s policy is to encourage employee involvement at all levels as it believes this is essential for the success of
the business. There is significant competition for experienced and skilled creative staff and administrators. The Directors
are aware of this and have looked to encourage and develop internal resources and to put in place succession plans. In
addition, the Group has adopted an open management style to encourage communication and give employees the
opportunity to contribute to future strategy discussions and decisions on business issues.
DCD Media Plc
10 Financial statements for the year ended 31 December 2015
Group report of the Directors for the year ended 31 December 2015
Employment Involvement (continued)
The Group does not discriminate against anyone on any grounds. Criteria for selection and promotion are based on
suitability of an applicant for the job. Applications for employment by disabled persons are always fully considered,
bearing in mind the respective aptitudes of the applicants concerned. In the event of members of staff becoming
disabled, every effort will be made to ensure that their employment with the Group continues and that appropriate
training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons
should, as far as possible, be at least comparable with that of other employees.
Financial instruments
Details of the use of financial instruments by the Company are contained in note 18 of the consolidated financial
statements.
CORPORATE GOVERNANCE
Statement of compliance
The Group has adopted a framework for corporate governance which it believes is suitable for a company of its size with
reference to the key points within the UK Corporate Governance Code issued by the Financial Reporting Council (“the
Combined Code”).
DCD Media Plc's shares are quoted on AIM, a market operated by the London Stock Exchange Plc and as such there is
no requirement to publish a detailed Corporate Governance Statement nor comply with all the requirements of the
Combined Code. However, the Directors are committed to ensuring appropriate standards of Corporate Governance are
maintained by the Group and this statement sets out how the Board has applied the principles of good Corporate
Governance in its management of the business in the year ended 31 December 2015.
The Board recognises its collective responsibility for the long-term success of the Group. It assesses business
opportunities and seeks to ensure that appropriate controls are in place to assess and manage risk.
During a normal year, there are a number of scheduled Board meetings with other meetings being arranged at shorter
notice as necessary. The Board agenda is set by the Chairman in consultation with the other Directors and Company
Secretary.
The Board has a formal schedule of matters reserved to it for decision which is reviewed on an annual basis.
Under the provisions of the Company’s Articles of Association all Directors are required to offer themselves for re-
election at least once every three years. In addition, under the Articles, any Director appointed during the year will stand
for election at the next annual general meeting, ensuring that each Board member faces re-election at regular intervals.
The Directors are entitled to take independent professional advice at the expense of the Company and all have access to
the advice and services of the Company Secretary.
Board committees
The Board has established an Audit, Nomination and Remuneration Committee. All are formally constituted with written
terms of reference. The terms of reference are available on request from the Company Secretary.
Relations with shareholders
The Company communicates with its shareholders through the Annual and Interim Reports and maintains an on-going
dialogue with its principal institutional investors from time to time. The Board welcomes all shareholders at the annual
general meeting where they are able to put questions to the Board. This assists in ensuring that the members of the
Board, in particular the Non-Executive Directors, develop a balanced understanding of the views of major investors of the
Company.
The Group uses the website www.dcdmedia.co.uk to communicate with its shareholders.
Internal control
The Board has overall responsibility for ensuring that the Group maintains a sound system of internal control to provide it
with reasonable assurance that all information used within the business and for external publication is adequate,
including financial, operational and compliance control and risk management.
It should be recognised that any system of control can provide only reasonable and not absolute assurance against
material misstatement or loss, as it is designed to manage rather than eliminate those risks that may affect the Group
achieving its business objectives.
DCD Media Plc
11 Financial statements for the year ended 31 December 2015
Group report of the Directors for the year ended 31 December 2015
Going concern
For the reasons set out in the Executive Chairman’s Review, the Directors consider it is appropriate to continue to adopt
the going concern basis in preparing the annual report and financial statements.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors
have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union, and the parent company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (Financial Reporting Standard 102 “The Financial Reporting Standard
applicable in the United Kingdom and Republic of Ireland’ and applicable law). Under company law the Directors must
not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of
the Group and Company and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
•
• make judgements and accounting estimates that are reasonable and prudent;
•
state whether IFRSs as adopted by the European Union and applicable UK accounting standards have been
followed, subject to any material departures disclosed and explained in the Group and parent company financial
statements respectively; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
•
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Group’s and the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Group and of the Company and enable them to ensure that the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
Supplier payment policy
The Company and Group’s policy is to agree terms of payment with suppliers when agreeing the overall terms of each
transaction, to ensure that suppliers are aware of the terms of payment and that Group companies abide by the terms of
the payment.
Share Capital
Details of the Company’s share capital and changes to the share capital are shown in note 19 to the Consolidated
Financial Statements.
Resolutions at the Annual General Meeting
The Company’s AGM will be held on Thursday 30 June 2016. Accompanying this Report is the Notice of AGM which
sets out the resolutions to be considered and approved at the meeting together with some explanatory notes. The
resolutions cover such routine matters as the renewal of authority to allot shares, to disapply pre-emption rights and to
purchase own shares. In addition, the Notice of AGM also describes the resolutions that are required to authorise the
Board to issue shares related to the new convertible loan notes and the proposed capital reorganisation.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available on a
website. Financial statements are published on the Company's website (www.dcdmedia.co.uk) in accordance with
legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary
from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the
Directors. The Directors' responsibility also extends to the on-going integrity of the financial statements contained
therein.
Charitable and political donations
Group donations to charities worldwide were £nil (2014: £nil). No donations were made to any political party in either
year.
DCD Media Plc
12 Financial statements for the year ended 31 December 2015
Group report of the Directors for the year ended 31 December 2015
Auditors
A resolution to re-appoint SRLV as the Company’s auditors will be put forward at the AGM to be held on 30 June 2016.
Disclosure of information to the Auditors
In the case of each of the persons who are Directors at the time when the annual report is approved, the following
applies:
so far as that Director is aware, there is no relevant audit information of which the Company's auditor is
unaware; and
that Director has taken all the steps that they ought to have taken as a Director in order to be aware of any
relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies
Act 2006.
Directors’ Report approved by the Board on 2 June 2016 and signed on its behalf by:
D Craven
Executive Chairman and Chief Executive Officer
2 June 2016
DCD Media Plc
13 Financial statements for the year ended 31 December 2015
Board of Directors
David Craven (Executive Chairman & CEO)
David Craven was appointed CEO of DCD Media in October 2012 and Executive Chairman in January 2014. He is also
CEO and a Director of Timeweave Ltd, which he joined in April 2011. David brings significant sector-specific and broad
commercial experience to the Group, having held senior roles with News Corporation, UPC Media and Trinity
Newspapers. He was also joint MD of the Tote for six years and was closely involved in its privatisation, and has held
senior executive roles at UK Betting Plc and Wembley Plc. David was also a co-founder of broadband and interactive TV
media group, UPC Chello, and is a co-founder of the Gaming Media Group.
Nicky Davies Williams (Executive Director)
Nicky Davies Williams was appointed CEO of DCD Rights, DCD Media’s Distribution Division, in December 2005 when
she sold NBD TV, a company she founded and ran successfully for over 22 years, to the Group. An English Literature
graduate from Leeds University, she began her career in the music business, moving into film and television distribution
at Island Pictures, where she rose to the post of Sales Director, prior to founding her own company in 1983. She has
managed DCD Rights’ growth into one of the world’s leading independent distributors. Her experience includes
non-executive directorships on the Board of The Channel Television Group from 1991-1998, and as a founding
non-executive of the Women in Film and Television in the UK.
Neil McMyn (Non-Executive Director)
Neil McMyn is a chartered accountant and Chief Financial Officer for the European Investment Portfolio of Tavistock
Group, an international private investment organisation. Previously Neil spent nine years with Arthur Andersen Corporate
Finance in Edinburgh and six years in advisory and funds management roles at Westpac Institutional Bank in Sydney,
Australia. He became a Non-Executive Director of DCD Media in September 2012.
Andrew Lindley (Non-Executive Director)
Andrew Lindley joined the Board of DCD Media in September 2012. He is a practicing solicitor and holds another non-
executive role with Turf TV as well as being an executive director of Lightbulb. Andrew was Director of the Tote for the
six years up to its sale in 2011 and before that spent five years at Northern Foods Plc, where he focused on M&A and
complex contracts.
David Green (Non-Executive Director)
David Green joined the group in 2007 when London and LA-based TV and film production company September Films, of
which he was Chairman and Founder, was acquired by DCD Media. He took on the role of Group Chief Creative Officer
before becoming CEO in 2009 and Executive Chairman in 2012. In October 2012, he relinquished his corporate role to
return to production while remaining a Non-Executive Director of the Group.
DCD Media Plc
14 Financial statements for the year ended 31 December 2015
Independent auditor’s report to the members of DCD Media Plc
We have audited the Group and parent company financial statements (the ‘‘financial statements’’) of DCD Media Plc for
the year ended 31 December 2015 which comprise the consolidated income statement, the consolidated statement of
comprehensive income, the consolidated statement of financial position, the consolidated statement of cash flows, the
consolidated statement of changes in equity, the notes to the consolidated financial statements, the parent company
balance sheet and the notes to the parent company financial statements. The financial reporting framework that has
been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in the
preparation of the parent company financial statements is applicable law and the Financial Reporting Standard 102 “The
Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (‘FRS 102’).
Respective responsibilities of directors and auditors
As explained more fully in the statement of Directors’ responsibilities set out on page 12, the Directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is
to audit and express an opinion on the financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s
Ethical Standards for Auditors.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an Auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s and parent
company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In
addition, we read all the financial and non-financial information in the financial statements to identify material
inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect
based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we
become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs
as at 31 December 2015 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
the parent company financial statements have been properly prepared in accordance with FRS 102; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Executive Chairman’s Review, the Strategic Report and the Directors’ Report
for the financial year for which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you
if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Richard Gilbert (Senior Statutory Auditor)
for and on behalf of SRLV
Chartered Accountants and Statutory Auditor
89 New Bond Street
London
W1S 1DA
2 June 2016
DCD Media Plc
15 Financial statements for the year ended 31 December 2015
Consolidated income statement for the year ended 31 December 2015
Revenue
Cost of sales
Impairment of programme rights
Gross profit
Selling and distribution expenses
Administrative expenses:
- Other administrative expenses
- Impairment of goodwill and trade names
- Amortisation of trade names
- Restructuring income/(costs)
Operating loss
Finance costs
Loss before taxation
Taxation
Loss after taxation from continuing operations
Profit on discontinued operations net of tax
Loss for the financial year
(Loss)/profit attributable to:
Owners of the parent
Non-controlling interest
Note
4
5,11
5,11
5,11
5
7
8
9
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
11,115
(8,041)
(152)
(8,193)
2,922
(37)
(2,936)
(1,772)
(419)
54
(5,073)
(2,188)
(164)
9,708
(7,175)
(45)
(7,220)
2,488
(42)
(2,638)
-
(419)
(323)
(3,380)
(934)
(254)
(2,352)
(1,188)
118
(2,234)
-
(2,234)
(2,324)
90
(2,234)
202
(986)
293
(693)
(733)
40
(693)
Earnings per share attributable to the equity holders of the Company during the year (expressed as pence per
share)
Basic loss per share from continuing operations
Basic earnings per share from discontinued operations
Total basic loss per share
Diluted loss per share from continuing operations
Diluted earnings per share from discontinued operations
Total diluted loss per share
9
10
9
10
(254p)
-
(254p)
(254p)
-
(254p)
(248p)
71p
(177p)
(248p)
71p
(177p)
The notes on pages 21 to 47 are an integral part of these consolidated financial statements.
DCD Media Plc
16 Financial statements for the year ended 31 December 2015
Consolidated statement of comprehensive income for the year ended 31 December 2015
Loss for the financial year
Other comprehensive income
Exchange gains arising on translation of foreign operations
Total other comprehensive income
Total comprehensive expenses
Total comprehensive (expense)/income attributable to:
Owners of the parent
Non-controlling interest
Note
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
(2,234)
(693)
4
4
10
10
(2,230)
(683)
(2,320)
90
(2,230)
(723)
40
(683)
The notes on pages 21 to 47 are an integral part of these consolidated financial statements.
DCD Media Plc
17 Financial statements for the year ended 31 December 2015
Consolidated statement of financial position as at 31 December 2015
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Trade and other receivables
Current assets
Inventories and work in progress
Trade and other receivables
Cash and cash equivalents
Current liabilities
Bank overdrafts
Other loans
Unsecured convertible loan
Trade and other payables
Taxation and social security
Obligations under finance leases
Non-current liabilities
Unsecured convertible loan
Obligations under finance leases
Deferred tax liabilities
Net assets
Equity
Equity attributable to owners of the parent
Share capital
Share premium account
Equity element of convertible loan
Translation reserve
Own shares held
Retained earnings
Equity attributable to owners of the parent
Non-controlling interest
Total Equity
Note
11
11
12
14
13
14
16
16,18
16
15
15
16
16,18
16
17
19
Company number 03393610
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
1,017
745
68
398
2,228
5
8,149
1,594
9,748
(413)
(61)
(62)
(8,676)
(101)
(10)
(9,323)
-
(22)
(125)
(147)
2,506
12,272
51,215
1
(177)
(37)
(60,800)
2,474
32
2,506
2,789
1,316
79
823
5,007
49
5,905
1,948
7,902
(662)
(147)
(1,216)
(7,061)
(120)
(10)
(9,216)
(833)
(31)
(220)
(1,084)
2,609
10,145
51,118
98
(181)
(37)
(58,476)
2,667
(58)
2,609
The notes on pages 21 to 47 are an integral part of these consolidated financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 2 June 2016.
DCM Craven
Director
DCD Media Plc
18 Financial statements for the year ended 31 December 2015
Consolidated statement of cash flows for the year ended 31 December 2015
Cash flow from operating activities including discontinued operations
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
12
11
7
13
14
15
12
11
Net loss before taxation
Adjustments for:
Depreciation of tangible assets
Amortisation and impairment of intangible assets
Net bank and other interest charges
Profit on disposal of property, plant and equipment
Decrease/(increase) in provisions
Net exchange differences on translating foreign operations
Net cash flows before changes in working capital
Decrease in inventories
Increase in trade and other receivables
Increase in trade and other payables
Cash from continuing operations
Cash flow from discontinued operations
Net loss before taxation
Adjustments for:
Profit on disposal of undertakings
Depreciation of tangible assets
Net cash flows before changes in working capital
Increase in trade and other receivables
Decrease in trade and other payables
Cash from discontinued operations
Cash from operations
Interest paid
Net cash flows from operating activities
Investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Net cash flows used in investing activities
Financing activities
Repayment of finance leases
Repayment of loan
New loans raised
Net cash flows from financing activities
Net (decrease)/increase in cash
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
25
The notes on pages 21 to 47 are an integral part of these consolidated financial statements.
(2,422)
57
2,996
164
-
(51)
4
748
-
(1,750)
1,712
710
-
-
-
-
-
-
710
(22)
688
(46)
(653)
(699)
(8)
(147)
61
(94)
(105)
1,286
1,181
(854)
56
1,373
254
(12)
71
10
898
13
(1,072)
1,985
1,824
(41)
334
3
296
(46)
(160)
90
1,914
(51)
1,863
(4)
(930)
(934)
(6)
(480)
364
(122)
807
479
1,286
DCD Media Plc
19 Financial statements for the year ended 31 December 2015
Consolidated statement of changes in equity for the year ended 31 December 2015
Share
capital
£’000
Share
premium
£’000
Equity
element of
convertible
loan
£’000
Translation
reserve
£’000
Own
shares
held
£’000
Retained
earnings
£’000
Equity
attributable
to owners
of the
parent
£’000
Amounts
attributable
to non-
controlling
interest
£’000
Total
equity
£’000
Balance at 31 December
2013
10,145
51,118
55
(191)
(37)
(57,743)
3,347
(98)
3,249
Loss and total comprehensive
income for the year
Equity element on issue of
convertible loans
Exchange differences on
translating foreign operations
-
-
-
-
-
-
Balance at 31 December 2014 10,145
51,118
Loss and total comprehensive
income for the year
Shares allotted on conversion
of loan notes
Equity element on conversion
of convertible loans
Exchange differences on
translating foreign operations
-
2,127
-
-
-
-
97
-
Balance at 31 December 2015 12,272
51,215
-
43
-
98
-
-
(97)
-
1
-
-
10
-
-
-
(733)
(733)
40
(693)
43
10
-
-
43
10
-
(181)
(37)
(58,476)
2,667
(58)
2,609
-
-
-
4
-
-
-
-
(2,324)
(2,324)
90
(2,234)
-
-
-
2,127
-
4
-
-
-
2,127
-
4
(177)
(37)
(60,800)
2,474
32
2,506
DCD Media Plc
20 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
During the year, the principal activity of DCD Media Plc and subsidiaries (the Group) was the production of television
programmes in the United Kingdom, and the worldwide distribution of those programmes for television and other media;
the Group also distributes programmes on behalf of other independent producers. On 27 May 2016, the Group
announced the cessation of development in its TV production divisions and the continued focus is primarily on the
distribution division.
DCD Media Plc is the Group's ultimate parent company, and it is incorporated and domiciled in Great Britain. The
address of DCD Media Plc’s registered office is 9th Floor, Winchester House, 259 - 269 Old Marylebone Road, London,
NW1 5RA, and its principal place of business is London. DCD Media Plc’s shares are listed on the Alternative Investment
Market of the London Stock Exchange.
DCD Media Plc’s consolidated financial statements are presented in Pounds Sterling (£), which is also the functional
currency of the parent company. The accounts have been drawn up to the date of 31 December 2015.
1
Principal accounting policies
The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below.
The policies have been consistently applied to all the years presented, unless otherwise stated. The Group financial
statements have been prepared in accordance with International Financial Reporting Standards, International Accounting
Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB) as
adopted by European Union ("Adopted IFRSs"), and with those parts of the Companies Act 2006 applicable to
companies preparing their financial statements under Adopted IFRSs.
Basis of preparation – going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position
are set out in the Executive Chairman’s Review and the Strategic Report. The financial position of the Group, its cash
position and borrowings are set out in the financial review section of the Strategic Report. In addition, note 18 sets out
the Group's objectives, policies and processes for managing its financial instruments and risk.
The Group's day-to-day operations are funded from cash generated from trading and the use of an overdraft facility of
£0.25m, with other activities funded from a combination of equity and short and medium term debt instruments.
The Group’s overdraft facility has been extended by its principal bankers until 31 July 2016. The facility has reduced by
regular instalments from £0.5m. The term loan facility was fully repaid in 2014. The Directors have a reasonable
expectation that an overdraft facility will continue to be available to the Group for the foreseeable future.
During the year, the Group converted the 2013 and 2014 convertible loan notes into ordinary share capital.
In considering the going concern basis of preparation of the Group’s financial statements, the Board have prepared profit
and cash flow projections which incorporate reasonably foreseeable impacts of the ongoing challenging market
environment.
The Directors’ forecasts and projections, which make allowance for reasonably possible changes in its trading
performance, show that, with the ongoing support of its lenders and its bank, the Group can continue to generate cash to
meet its obligations as they fall due.
Through the recent negotiations with its major shareholder and its principal bankers, the Directors, after making
enquiries, have a reasonable expectation that the Company and the Group will have adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing
the annual report and financial statements.
The financial statements do not include the adjustments that would result if the Group or Company were unable to
continue as a going concern.
DCD Media Plc
21 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
1
Principal accounting policies (continued)
Changes in accounting policies
A number of amendments to standards issued by IASB become effective from 1 January 2015. These have been
reviewed and no adjustments deemed necessary. Those becoming effective from 1 January 2016 have not been
adopted early by the Group. Management have reviewed these standards and believe none are expected to have a
material effect on the Group’s future financial statements.
Revenue and attributable profit
Production revenue represents amounts receivable from producing programme/production content, and is recognised
over the period of the production in accordance with the milestones within the underlying signed contract. Profit
attributable to the period is calculated by capitalising all appropriate costs up to the stage of production completion, and
amortising production costs in the proportion that the revenue recognised in the year bears to estimated total revenue
from the programme. The carrying value of programme costs in the statement of financial position is subject to an annual
impairment review.
Where productions are in progress at the year end and where billing is in advance of the completed work per the
contract, the excess is classified as deferred income and is shown within trade and other payables.
Distribution revenue arises from the licensing of programme rights which have been obtained under distribution
agreements with either external parties or Group companies. Distribution revenue is recognised in the statement of
comprehensive income on signature of the licence agreement, and represents amounts receivable from such contracts.
Revenue from sales of DVDs and other sales is the amounts receivable from invoiced sales during the year.
All revenue excludes value added tax.
Basis of consolidation
The Group financial statements consolidate those of the Company and of its subsidiary undertakings drawn up to 31
December 2015. Subsidiaries are entities over which the Group has the power to control the financial and operating
policies so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights.
Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency
with the accounting policies adopted by the Group.
Non-controlling interests
For business combinations completed prior to 1 July 2009, the Group initially recognised any non-controlling interest in
the acquiree at the non-controlling interest’s proportionate share of the acquiree’s net assets. For business combinations
completed on or after 1 July 2009 the Group has the choice, on a transaction by transaction basis, to initially recognise
any non-controlling interest in the acquiree which is a present ownership interest and entitles its holders to a
proportionate share of the entity’s net assets in the event of liquidation at either acquisition date fair value or, at the
present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets.
Other components of non-controlling interest such as outstanding share options are generally measured at fair value.
The Group has not elected to take the option to use fair value in acquisitions completed to date.
From 1 July 2009, the total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent
and to the non-controlling interests in proportion to their relative ownership interests. Before this date, unfunded losses in
such subsidiaries were attributed entirely to the Group. In accordance with the transitional requirements of IAS 27 (2008),
the carrying value of non-controlling interests at the effective date of the amendment has not been restated.
Goodwill
Goodwill represents the excess of the cost of a business combination over, in the case of business combinations
completed prior to 1 January 2010, the Group’s interest in the fair value of identifiable assets, liabilities and contingent
liabilities acquired and, in the case of business combinations completed on or after 1 July 2009, the total acquisition date
fair value of the identifiable assets, liabilities and contingent liabilities acquired. For business combinations completed
prior to 1 July 2009, cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus
any direct costs of acquisition. Changes in the estimated value of contingent consideration arising on business
combinations completed by this date are treated as an adjustment to cost and, in consequence, result in a change in the
carrying value of goodwill.
DCD Media Plc
22 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
1
Principal accounting policies (continued)
Goodwill (continued)
For business combinations completed on or after 1 July 2009, cost comprised the fair value of assets given, liabilities
assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the
business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent
consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as
a financial liability, re-measured subsequently through profit or loss. For business combinations completed on or after 1
January 2010, direct costs of acquisition are recognised immediately as an expense.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated
statement of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities
exceed the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive
income on the acquisition date.
Property, plant and equipment
Property, plant and equipment are stated at cost net of depreciation and any provision for impairment. Depreciation is
calculated to write down the cost less estimated residual value by equal annual instalments over their expected useful
lives. The rates generally applicable are:
Motor vehicles
Office and technical equipment
25% on cost
25%-33% on cost
The assets’ residual values and useful lives are reviewed at each statement of financial position date and adjusted if
appropriate.
Other intangible assets
Trade names
Trade names acquired through business combinations are stated at their fair value at the date of acquisition. They are
amortised through the statement of comprehensive income, following a periodic impairment review, on a straight line
basis over their useful economic lives, such periods not to exceed 10 years.
Programme rights
Internally developed programme rights are stated at the lower of cost, less accumulated amortisation, or recoverable
amount. Cost comprises the cost of all productions and all other directly attributable costs incurred up to completion of
the programme and all programme development costs. Where programme development is not expected to proceed, the
related costs are written off to the statement of comprehensive income. Amortisation of programme costs is charged in
the ratio that actual revenue recognised in the current year bears to estimated ultimate revenue. At each statement of
financial position date, the Directors review the carrying value of programme rights and consider whether a provision is
required to reduce the carrying value of the investment in programmes to the recoverable amount. The expected life of
these assets is not expected to exceed 7 years.
Purchased programme rights are stated at the lower of cost, less accumulated amortisation, or recoverable amount.
Purchased programme rights are amortised over a period in-line with expected useful life, not exceeding 7 years.
Amortisation and any charge in respect of writing down to recoverable amount during the year are included in the
statement of comprehensive income within cost of sales.
Leased assets
Property, plant and equipment acquired under finance leases or hire purchase contracts are capitalised and depreciated
in the same manner as other property, plant and equipment, and the interest element of the lease is charged to the
statement of comprehensive income over the period of the finance lease. Minimum lease payments are apportioned
between the finance charge and the reduction of the outstanding liability by using an effective interest rate. The related
obligations, net of future finance charges, are included in liabilities.
Rentals payable under operating leases are charged to the statement of comprehensive income on a straight line basis
over the period of the lease.
Inventories
Inventories comprise pre-production costs incurred in respect of programmes deemed probable to be commissioned, and
finished stock of DVDs available for resale. Where it is virtually certain production will occur, pre-production costs are
capitalised in inventories and transferred to intangibles on commencement of production. Finished stock of DVDs
available for re-sale is also included within inventories. Inventories are valued at the lower of cost or recoverable amount.
DCD Media Plc
23 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
1
Principal accounting policies (continued)
Programme distribution advances
Advances paid in order to secure distribution rights on third party catalogues or programmes are included within current
assets. Distribution rights entitle the Company to license the programmes to broadcasters and DVD labels for a sales
commission, whilst the underlying rights continue to be held by the programme owner. The advances are stated at the
lower of the amounts advanced to the rights' owners less actual amounts due to rights owners based on sales to date.
Impairment of non-current assets
For the purposes of assessing impairment, assets are grouped into separately identifiable cash-generating units.
Goodwill is allocated to those cash-generating units that have arisen from business combinations.
At each statement of financial position date, the Group reviews the carrying amounts of its non-current assets, to
determine whether there is any indication those assets have suffered an impairment loss. If any such indication exists the
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Goodwill is
tested for impairment annually. Goodwill impairment charges are not reversed.
An impairment loss is recognised for the amount by which the asset's or cash-generating unit's carrying amount exceeds
its recoverable amount. The recoverable amount is the higher of fair value and value in use based on an internal
discounted cash flow evaluation.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and demand deposits. Bank overdrafts that are repayable on demand
and form an integral part of the Group's cash management are included as a component of cash and cash equivalents.
Bank overdrafts are shown in current liabilities on the statement of financial position. Overdrafts are included in cash and
cash equivalents for the purpose of the cash flow statement.
Assets held for sale
Non-current assets and disposal groups are classified as held for sale when:
they are available for immediate sale;
management is committed to a plan to sell;
it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn;
an active programme to locate a buyer has been initiated;
the asset or disposal group is being marketed at a reasonable price in relation to its fair value; and
a sale is expected to complete within 12 months from the date of classification.
Non-current assets and disposal groups classified as held for sale are measured at the lower of:
their carrying amount immediately prior to being classified as held for sale in accordance with the Group's
accounting policy; and
fair value less costs to sell.
Following their classification as held for sale, non-current assets (including those in a disposal group) are not
depreciated.
Discontinued operations
The results of operations disposed during the year are included in the consolidated statement of comprehensive income
up to the date of disposal.
A discontinued operation is a component of the Group's business that represents a separate major line of business or
geographical area of operations or is a subsidiary acquired exclusively with a view to resale, that has been disposed of,
has been abandoned or that meets the criteria to be classified as held for sale.
Discontinued operations are presented in the consolidated statement of comprehensive income as a single line which
comprises the post-tax profit or loss of the discontinued operation along with the post-tax gain or loss recognised on the
re-measurement to fair value less costs to sell or on disposal of the assets or disposal groups constituting discontinued
operations.
DCD Media Plc
24 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
1 Principal accounting policies (continued)
Equity
Equity comprises the following:
Share capital represents the nominal value of issued Ordinary shares and Deferred shares;
Share premium represents the excess over nominal value of the fair value of consideration received for equity
shares, net of expenses of the share issue;
Equity element of convertible loan represents the part of the loan classified as equity rather than liability;
Translation reserve represents the exchange rate differences on the translation of subsidiaries from a
functional currency to Sterling at the year end;
Own shares held represents shares in employee benefit trust;
Retained earnings represents retained profits and losses; and
Non-controlling interest represents net assets owed to non-controlling interests.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of
financial position differs from its tax base, except for differences arising on:
the initial recognition of goodwill;
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 or taxable profit; and
investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the
reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available
against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the
statement of financial position 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.
Foreign currency
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary
assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the statement of financial
position date. Exchange differences arising on the settlement and retranslation of monetary items are taken to the
statement of comprehensive income.
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign
operations are translated at the exchange rate ruling at the statement of financial position date. Income and expense
items are translated at the average exchange rates for the year. Exchange differences arising are classified as equity
and transferred to the Group’s retained earnings reserve.
Financial instruments
Financial assets and financial liabilities are initially recognised in the Group’s statement of financial position when the
Group becomes a party to the contractual provisions of the instrument at their fair value and thereafter at amortised cost.
Trade receivables
Trade receivables are recorded at their amortised cost less any provision for doubtful debts. Trade receivables due in
more than one year are discounted to their present value.
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the
part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the
amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying
amount and the present value of the future expected cash flows associated with the impaired receivable. For trade
receivables, which are reported net, such provisions are reported in a separate allowance account with the loss being
DCD Media Plc
25 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
1 Principal accounting policies (continued)
Trade receivables (continued)
recognised within administrative expenses in the statement of comprehensive income. On confirmation that the trade
receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
Convertible loans
Convertible loan notes are regarded as compound instruments, consisting of a liability component and an equity
component. At the date of issue the fair value of the liability component is estimated using the prevailing market interest
rate for similar non-convertible debt. The difference between the proceeds of issue of the convertible loan note and the
fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the
Group, is included in equity.
Issue costs are apportioned between the liability and equity components of the convertible loan notes based on their
relative carrying amounts at the date of issue. The portion relating to the equity component is charged directly against
equity.
The interest expense of the liability component is calculated by applying the effective interest rate to the liability
component of the instrument. The difference between this amount and the interest paid is added to the carrying amount
of the convertible loan note.
Bank borrowings
Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the
instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate
method, which ensures that any interest expense over the year to repayment is at a constant rate on the balance of the
liability carried in the consolidated statement of financial position. Finance charges are accounted for on an effective
interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the year
in which they arise.
Trade payables
Trade payables are stated at their amortised cost.
Equity instruments
Equity instruments issued by the Group are recorded as the proceeds received, net of direct costs.
Retirement benefits
The Group contributes to the personal pension plans for the benefit of a number of its employees. Contributions are
charged against profits as they accrue.
2
Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of
the financial statements. If in the future such estimates and assumptions which are based on management’s best
judgement at the date of the financial statements, deviate from the actual circumstances, the original estimates and
assumptions will be modified as appropriate in the year in which the circumstances change. Where necessary, the
comparatives have been reclassified or extended from the previously reported results to take into account presentational
changes.
Critical judgements in applying the Group’s accounting policies
In the process of applying the Group’s accounting policies, which are described in note 1, management has made the
following judgements that have the most significant effect on the amounts recognised in the financial statements (apart
from those involving estimations, which are dealt with below).
Sale and leaseback
As explained in note 20, the Group has entered into sale and leaseback arrangements to finance programme production.
The obligations to the lessee are matched by deposits held with financial institutions. The Group is not able to control the
deposit accounts, nor is it able to withhold payments to the investor from the accounts. Accordingly, the Group has
determined that, under IAS39 ‘Financial instruments: Recognition and Measurement’, each sale and leaseback
transaction entered into by the Group has, from inception, failed to meet the definition of an asset and liability and has
therefore not been recognised in these financial statements. The Group has applied guidance from SIC27 ‘Evaluating the
substance of transactions involving the legal form of a lease’.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the statement of financial
position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.
DCD Media Plc
26 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
2
Critical accounting judgements and key sources of estimation uncertainty (continued)
Revenue recognition
Production revenue represents amounts receivable from producing programme/production content, and is recognised
over the period of the production in accordance with the milestones within the underlying signed contract.
Recoverability of programmes in the course of production
During the year, management reviewed the recoverability of its programmes in the course of production which are
included in its statement of financial position. The projects continue to progress satisfactorily and management continue
to believe that the anticipated revenues will enable the carrying amount to be recovered in full.
Carrying value of goodwill and trade names
Determining whether goodwill and trade names are impaired requires an estimation of the value in use of the cash-
generating unit to which the goodwill has been allocated. The value in use calculation requires the entity to estimate the
future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate
present value. The carrying amount of goodwill and trade names at the statement of financial position date was £1.6m.
Details relating to the allocation of goodwill to cash-generating units and potential impairment calculations are given in
note 11.
Carrying value of programme rights
Determining whether programme rights are impaired requires an estimation of the value in use of the cash-generating
unit to which the rights have been allocated. The value in use calculation requires the entity to estimate the future cash
flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The
carrying amount of programme rights at the statement of financial position date was £0.1m. Details of the impairment
review calculations are given in note 11.
Adequacy of accruals and provisions
Determining whether accruals and provisions are adequate requires an estimate to be made of the likelihood of a liability
crystallising and the potential amount. Management has reviewed each provision and, where considered necessary, has
taken external advice to ensure adequacy.
3
Segment information
Under IFRS 8 the accounting policy for identifying segments is based on the internal management reporting information
that is regularly reviewed by the senior management team.
The Group has three main reportable segments:
Rights and Licensing – This division is involved with the sale of distribution rights, DVDs, music and
publishing deals through the aggregate of the following reporting lines: DCD Rights, DC DVD, DCD Music and
DCD Publishing.
Production - This division is involved in the production of television content.
Post-Production – This division is involved in post-production and contains Sequence Post.
The Group’s reportable segments are strategic business divisions that offer different products to different markets, while
its Other division is its head office function which manages activities that cannot be reported within the other reportable
segments. They are managed separately because each business requires different management and marketing
strategies.
Uniform accounting policies are applied across the entire Group. These are described in note 1 of the financial
statements.
The Group evaluates performance of the basis of profit or loss from operations but excluding exceptional items such as
goodwill impairments. The Board considers the most important KPIs within its business segments to be revenue,
segmental adjusted EBITDA and adjusted profit before tax.
Inter-segmental trading occurs between the Rights and Licensing division and the production divisions where sales are
made of distribution rights. Royalties and commissions paid are governed by an umbrella agreement covering the Group
that applies an appropriate rate that is acceptable to the local tax authorities.
Segment assets include all trading assets held and used by the segments for their day to day operations. Goodwill and
trade-names are allocated to their respective segments. Segment liabilities include all trading liabilities incurred by the
segments. Loans and borrowings incurred by the Group are not allocated to segments. Details of these balances are
provided in the reconciliations below:
DCD Media Plc
27 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
3
Segment information (continued)
2015 Segmental Analysis – income statement
Total revenue
Inter-segmental revenue
Total revenue from external customers
Discontinued operations
Group’s revenue per consolidated statement of
comprehensive income
Operating (loss)/profit before tax – continuing operations
Operating (loss)/profit before interest and tax
Capitalisation of programme rights
Amortisation of programme rights
Impairment of programme rights
Amortisation of goodwill and trade names
Impairment of goodwill and trade names
Depreciation
Segmental EBITDA
Restructuring income
n
o
i
t
c
u
d
o
r
P
d
n
a
s
t
h
g
R
i
i
g
n
s
n
e
c
L
i
t
s
o
P
n
o
i
t
c
u
d
o
r
P
r
e
h
t
O
5
1
0
2
l
a
t
o
T
£’000
£’000
£’000
£’000
£’000
3,936
(148)
3,788
6,841
-
6,841
-
-
535
(91)
444
-
147
(105)
42
11,459
(344)
11,115
-
-
3,788
6,841
444
42
11,115
(1,939)
(1,939)
(653)
653
152
419
1,772
-
680
680
-
-
-
-
-
19
404
699
(54)
-
14
14
-
-
-
-
-
32
46
-
(943)
(2,188)
(943)
(2,188)
-
-
-
-
-
6
(937)
-
(653)
653
152
419
1,772
57
212
(54)
158
Segmental adjusted EBITDA
350
699
46
(937)
Net finance expense
Depreciation
-
-
(3)
(19)
-
(32)
(161)
(6)
(164)
(57)
Segmental adjusted profit/(loss) before tax
350
677
14
(1,104)
(63)
DCD Media Plc
28 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
3
Segment information (continued)
2015 Segmental analysis – financial position
n
o
i
t
c
u
d
o
r
P
d
n
a
s
t
h
g
R
i
i
g
n
s
n
e
c
L
i
t
s
o
P
n
o
i
t
c
u
d
o
r
P
r
e
h
t
O
5
1
0
2
l
a
t
o
T
£’000
£’000
£’000
£’000
£’000
Non-current assets
117
46
21
1
185
Reportable segment assets
828
9,097
145
261
10,331
Goodwill
Trade-names
Total Group assets
393
628
624
-
-
-
-
-
1,017
628
1,849
9,721
145
261
11,976
Reportable segment liabilities
(488)
(7,684)
(91)
(927)
(9,190)
Loans and borrowings
Deferred tax liabilities
Total Group liabilities
(61)
(125)
(32)
-
-
-
(62)
-
(155)
(125)
(674)
(7,716)
(91)
(989)
(9,470)
DCD Media Plc
29 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
3
Segment information (continued)
2014 Segmental analysis – income statement
n
o
i
t
c
u
d
o
r
P
d
n
a
s
t
h
g
R
i
i
g
n
s
n
e
c
L
i
t
s
o
P
n
o
i
t
c
u
d
o
r
P
r
e
h
t
O
4
1
0
2
l
a
t
o
T
Total revenue
Inter-segmental revenue
Total revenue from external customers
£’000
£’000
£’000
£’000
£’000
4,766
-
4,766
6,015
(310)
5,705
609
(142)
467
173
(128)
45
11,563
(580)
10,983
Discontinued operations
(1,275)
-
-
-
(1,275)
Group’s revenue per consolidated statement of
comprehensive income
3,491
5,705
467
45
9,708
Operating (loss)/profit before tax – continuing operations
Operating profit (loss) before tax - discontinued operations
Operating (loss)/profit before interest and tax
Capitalisation of programme rights
Amortisation of programme rights
Impairment of programme rights
Amortisation of goodwill and trade names
Gain on sale of subsidiary
Depreciation
Segmental EBITDA
Restructuring costs
Write back of creditor
Stock and other provisions
Results of sold subsidiary
Segmental adjusted EBITDA
Net finance expense
Depreciation
(572)
294
(278)
(930)
909
45
419
(334)
4
220
-
220
-
-
-
-
-
10
(165)
230
294
-
-
41
170
-
(4)
-
-
80
-
310
(2)
(10)
(9)
-
(573)
(1)
(934)
293
(9)
(574)
(641)
-
-
-
-
-
35
26
-
-
-
-
-
-
-
-
-
10
(930)
909
45
419
(334)
59
(564)
(473)
29
(177)
-
-
323
(177)
80
41
26
(712)
(206)
-
(35)
(252)
(10)
(254)
(59)
Segmental adjusted profit/(loss) before tax
166
298
(9)
(974)
(519)
DCD Media Plc
30 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
3
Segment information (continued)
2014 Segmental analysis – financial position
)
n
o
i
t
c
u
d
o
r
P
(
d
n
a
s
t
h
g
R
i
i
g
n
s
n
e
c
L
i
t
s
o
P
n
o
i
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c
u
d
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r
P
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e
h
t
O
4
1
0
2
l
a
t
o
T
£’000
£’000
£’000
£’000
£’000
Non-current assets
269
43
30
6
348
Reportable segment assets
1,459
7,158
129
327
9,073
Goodwill
Trade-names
Total Group assets
2,165
1,047
624
-
-
-
-
-
2,789
1,047
4,671
7,782
129
327
12,909
Reportable segment liabilities
1,206
6,222
52
363
7,843
Loans and borrowings
Deferred tax liabilities
Total Group liabilities
4 Revenue
147
220
41
-
-
-
2,049
-
2,237
220
1,573
6,263
52
2,412
10,300
The Group's headquarters is based in the United Kingdom. Outside the United Kingdom, sales are generally
denominated in US dollars.
Revenue, which excludes value added tax and transactions between Group companies, represents the sale of television
production services, commissions on television and film distribution rights and the sale of television and film distribution
rights on behalf of third party producers.
The following table provides an analysis of the Group's revenue from continuing operations by geographical market,
irrespective of the origin of the goods or services:
United Kingdom
Rest of Europe
North and South America, including Canada
Rest of the World
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
5,939
1,416
3,056
704
11,115
5,013
1,099
1,687
1,909
9,708
DCD Media Plc
31 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
5
Expenses by nature
Auditor’s remuneration:
Fees payable to the Company's auditor:
For the audit of the Company's annual accounts
For the audit of other Group companies
Operating lease rentals:
Other
(Gain)/loss on foreign exchange fluctuations
Depreciation, amortisation and impairment:
Intangible assets - programme amortisation in cost of sales (note 11)
Intangible assets - programme impairment in cost of sales (note 11)
Intangible assets - goodwill impairment in administrative expenses (note 11)
Intangible assets - trade names amortisation in administrative expenses (note 11)
Property, plant and equipment (note 12)
Staff costs (note 6)
Restructuring (income)/costs (see below)
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
25
44
208
(24)
653
152
1,772
419
57
1,790
(54)
25
43
259
57
909
45
-
419
59
2,277
323
In 2015, net restructuring income arises out of the Group’s US production companies and restructuring costs in 2014
relate largely to redundancies.
6
Directors and employees
Staff costs during the year, including Directors, were as follows:
Wages and salaries
Social security costs
Other pension costs (note 23)
The average number of employees of the Group during the year were as follows:
Sales and distribution
Production
Post-production
Directors and administration
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
1,611
176
3
1,790
2,052
222
3
2,277
Year ended
31 December
2015
No.
Year ended
31 December
2014
No.
13
6
7
5
31
13
14
7
5
39
DCD Media Plc
32 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
6
Directors and employees (continued)
Remuneration in respect of the Directors, who are the key management personnel of the Group was as follows for the
year:
Emoluments
£'000
Pension
Contributions
£'000
Money value
of non-cash
benefits
received
£'000
-
100
141
131
9
381
-
-
-
-
-
-
-
-
10
-
-
10
Emoluments
£'000
Pension
Contributions
£'000
Money value
of non-cash
benefits
received
£'000
-
200
69
60
-
329
-
-
-
-
-
-
-
-
1
6
-
-
7
2015
Total
£'000
-
100
151
131
9
391
2014
Total
£'000
-
201
75
60
-
336
D Green
D Craven
N Davies Williams
N McMyn
A Lindley
D Green
D Craven
N Davies Williams
N McMyn
A Lindley
Employee Benefit Trust
In 2012, 7,218,750 shares, that had been held by the directors of Done and Dusted Ltd, were transferred into an
employee benefit trust. After the share consolidation in 2013, the number of shares reduced to 7,218 and following a
transfer of 4,000 to an ex-director in 2013, the number of shares at 31 December 2015 was 3,218 (2014: 3,218).
Employee Share Option Scheme
In 2013, 18,800,000 options over the Company’s 1p ordinary share capital were granted. As a result of share
consolidations in the interim, the equivalent number of options would be 18,800 over the Company’s £1.00 ordinary
share capital. 25% of the options were due to vest in January 2014 and a further 25% in January of each of the three
following years should certain share price hurdles be met. Should the price hurdle in one year not be met, the options
will be available for vesting should the share price meet the subsequent hurdle. No options have been exercised to date.
If all hurdles were to be met in line with the agreement, the weighted average number of options outstanding at 31
December 2015 is 1,500. The Directors have assessed the likelihood that the future hurdle rates will be met and that
any charge to the income statement in the current or future years to be immaterial and as a consequence, no charge has
been booked. The Directors will reassess this on a regular basis.
7
Finance costs
Bank overdraft
Convertible loan interest charge
Bank loan
Other interest charges
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
13
141
-
10
164
27
203
12
12
254
DCD Media Plc
33 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
8
Taxation on ordinary activities
Recognised in the statement of comprehensive income:
Current tax credit/(expense):
Continuing operations
UK corporation tax
US federal and state income taxes
Current year credit
Deferred tax credit:
Reversal of temporary differences under IFRS
Total tax credit in statement of comprehensive income
Tax credit represents:
Loss on ordinary activities – continuing operations
Profit on ordinary activities – discontinued operations
Loss on ordinary activities multiplied by standard rate of corporation tax in the
UK of 20.0% (2014: 21.5%)
Effects of:
Expenses not deductible for tax purposes (amortisation and impairment of
intangibles)
Expenses not deductible for tax purposes (other)
Net losses in year carried forward/(brought forward losses utilised)
Depreciation in excess of capital allowances
Rate differential on foreign taxes
Prior year tax adjustment
Total tax credit
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
-
23
23
95
118
(16)
123
107
95
202
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
(2,352)
-
(2,352)
(470)
(1,188)
293
(895)
(192)
533
-
2
11
42
-
118
185
14
(12)
13
210
(16)
202
A deferred tax asset of approximately £3.9m (2014: £4.0m) arising principally from losses in the company has not been
recognised. The Directors believe that it is prudent not to recognise the deferred tax asset within the financial statements.
The asset has been calculated based upon the 2016 tax rate of 20% (2014 asset based on the 2015 rate of 20%).
9
Discontinued operations
In June 2011, the Board took the decision to part company with key management at one of its subsidiaries, Done and
Dusted Group Ltd (“Done and Dusted”). This decision was to allow the Company to focus on its key markets, that of
television production and distribution. Done and Dusted remained within the Group, however trade names were passed
to key management in consideration of key management returning their shares in the Company. Operations within Done
and Dusted ceased from 1 January 2012.
Result of discontinued operations
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
Loss from discontinued operations after tax
-
(1)
DCD Media Plc
34 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
9
Discontinued operations (continued)
On 9 October 2014, the Group announced that it had sold its interest in Matchlight Limited.
Result of discontinued operations
Revenue
Expenses
Loss from discontinued operations before tax
Tax expense
Loss from discontinued operations after tax
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
-
-
-
-
-
1,275
(1,315)
(40)
-
(40)
The entity had net liabilities of £470,000 at the date of sale. The entity did not have any significant non-current assets at
the date of disposal. The profit on disposal amounted to £334,000.
Profit on discontinued operations
Basic earnings per share (pence)
Year ended
31 December
2015
£’000
Year ended
31 December
2014
£’000
-
-
293
71p
As mentioned in note 10 below, diluted earnings per share has not been considered for either the 2015 or 2014 figures
as, due to the overall loss position of the group, this effect would be anti-dilutive.
10 Earnings per share
The calculation of the basic loss per share is based on the loss attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the year. The calculation of diluted loss per share is based on the
basic loss per share, adjusted to allow for the issue of shares and the post tax effect of dividends and interest, on the
assumed conversion of all other dilutive options and other potential ordinary shares.
Weighted
average
number
of shares
2015
Per share
amount
pence
Loss
£'000
Weighted
average
number of
shares
2014
Per share
amount
pence
Loss
£'000
Basic and diluted loss per share
Loss attributable to ordinary shareholders
(2,324)
915,470
(254)
(733)
414,281
(177)
If convertible loan balances held at the year-end were converted at their respective conversion prices the number of
shares issued would be 2,603,880 (2014: 2,495,234 shares if all the convertible loan balances held at the prior year end
had been converted at their respective conversion prices).
The consequence of this transaction has not been considered for either the 2015 or 2014 figures as the effect would be
anti-dilutive.
DCD Media Plc
35 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
11 Goodwill and intangible assets
Cost
At 1 January 2014
Additions
Disposals
At 31 December 2014
At 1 January 2015
Additions
Disposals
At 31 December 2015
Amortisation and impairment
At 1 January 2014
Amortisation provided in year in cost of sales
Impairment provided in year in cost of sales
Amortisation provided in year in administrative expenses
Disposals
Goodwill
£'000
Trade
Names
£'000
Programme
Rights
£'000
Total
£'000
17,388
-
-
8,036
-
-
39,599
930
(2,832)
65,023
930
(2,832)
17,388
8,036
37,697
63,121
17,388
-
-
8,036
-
-
37,697
653
(1,600)
63,121
653
(1,600)
17,388
8,036
36,750
62,174
14,599
6,570
39,239
60,408
-
-
-
-
-
-
419
-
909
45
-
(2,765)
909
45
419
(2,765)
At 31 December 2014
14,599
6,989
37,428
59,016
At 1 January 2015
Amortisation provided in year in cost of sales
Impairment provided in year in cost of sales
Amortisation provided in year in administrative expenses
Impairment provided in year in administrative expenses
Disposals
At 31 December 2015
Net book value
At 31 December 2015
At 31 December 2014
Goodwill and trade names
14,599
-
-
-
1,772
-
6,989
-
-
419
-
-
37,428
653
152
-
-
(1,600)
59,016
653
152
419
1,772
(1,600)
16,371
7,408
36,633
60,412
1,017
2,789
628
1,047
117
269
1,762
4,105
Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGUs) that are
expected to benefit from that business combination.
Details of goodwill allocated to cash generating units for which the amount of goodwill so allocated is as follows:
Cash generating units (CGU):
DCD Rights Ltd
September Films Ltd
Segment (note 3)
Rights and Licensing
Production
Goodwill carrying amount
31 December
2015
£’000
31 December
2014
£’000
624
393
1,017
624
2,165
2,789
DCD Media Plc
36 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
11 Goodwill and intangible assets (continued)
Goodwill and trade names (continued)
Segment (note 3)
Trade name carrying amount
31 December
2015
£’000
31 December
2014
£’000
Cash generating units (CGU):
September Films Ltd
Production
628
628
1,047
1,047
Goodwill and trade names are allocated to CGUs for the purpose of the impairment review. The recoverable amounts of
the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations are those
regarding the discount rates, growth rates and expected profitability of the CGUs over the future seven years.
Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of
money and the risks inherent in the CGUs.
The Board performs an annual impairment review of all intangible assets, including goodwill and trade names. The
recoverable amounts of all the above CGUs have been determined from value in use calculations. Detailed budgets and
forecasts cover a two year period to December 2017. The forecasts are then extrapolated for a further three years using
growth rates noted below and then a further two years to December 2022 with no growth. The Board uses this seven
year period of projection as it believes it is reasonably aligned with the expected lifespan of a TV production. The
impairments arising from this value in use calculation are recorded below.
Goodwill
Segment (note 3)
Cash generating units (CGU):
September Films Ltd
Production
Impairment charge
31 December
2015
£’000
31 December
2014
£’000
1,772
-
-
-
Trade names
Segment
(note 3)
Amortisation charge
Impairment charge
31 December
2015
£’000
31 December
2014
£’000
31 December
2015
£’000
31 December
2014
£’000
Cash generating units (CGU):
September Films Ltd
Production
419
419
419
419
-
-
-
-
The key assumptions used for value in use calculations are the discount factor and growth rates applied to the forecasts.
The rate used to discount the forecast cash flows is 12.5% for all CGUs. If the discount rates used were increased by 3%
to 15.5%, it is estimated that the recoverable amount of goodwill would have impaired by approximately £0.06m. If the
discount rates were decreased to 9.5%, it is estimated that the recoverable amount of goodwill would be increased by
approximately £0.06m.
DCD Media Plc
37 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
11 Goodwill and intangible assets (continued)
Varying growth rates are applied dependent upon the historical growth of the CGU. These growth rates are only applied
for the five years subsequent to the initial period of formally approved budgets.
Discount factor
Growth rate
31 December
2015
%
31 December
2014
%
31 December
2015
%
31 December
2014
%
12.5
12.5
11.8
11.8
5
5
5
5
Cash generating units (CGU):
DCD Rights Ltd
September Films Ltd
Programme rights
The Board performed an impairment review of programme rights held by the business. The valuations of programme
rights are based on the recoverable amounts from their value in use using a discount factor of 12.5%. The forecasts are
based on historic sales of the programmes and future sales are forecast over a seven year period on a reducing basis.
Seven years is used for the forecasts because the programme rights are held for periods longer than five years, but not
more than ten years. If the discount rate was increased by 3% to 15.5% the carrying values would decrease by £2,000. If
the discount rate was decreased by 3% to 9.5% the carrying value of assets would increase by £2,000.
12 Property, plant and equipment
Cost
At 1 January 2014
Additions
Disposals
At 31 December 2014
At 1 January 2015
Additions
At 31 December 2015
Depreciation
At 1 January 2014
Provided in year
Disposed in year
At 31 December 2014
At 1 January 2015
Provided in year
At 31 December 2015
Net book value
At 31 December 2015
At 31 December 2014
Office and
technical
equipment
£'000
Motor
vehicles
£'000
457
4
(57)
404
404
45
449
370
49
(54)
365
365
47
412
37
39
46
47
(46)
47
47
1
48
28
10
(31)
7
7
10
17
31
40
Total
£'000
503
51
(103)
451
451
46
497
398
59
(85)
372
372
57
429
68
79
The net book value of property, plant and equipment includes an amount of £30,709 (2014: £40,717) in respect of assets
held under finance leases and hire purchase contracts. The related depreciation charge on these assets for the year was
£10,008 (2014: £9,562).
DCD Media Plc
38 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
13
Inventories and work in progress
Pre-production costs
Finished stocks
14 Trade and other receivables
Due after one year
Trade receivables
Other receivables
Total trade and other receivables due after one year
Due within one year
Trade receivables
Less: provision for impairment of trade receivables
Trade receivables – net
Taxation and social security
Other receivables
Due from related parties (note 22)
Prepayments and accrued income
Total trade and other receivables due within one year
Total financial assets other than cash and cash equivalents classified as
loans and receivables
31 December
2015
£’000
31 December
2014
£’000
5
-
5
13
36
49
31 December
2015
£’000
31 December
2014
£’000
325
73
398
702
121
823
31 December
2015
£’000
31 December
2014
£’000
2,088
(35)
2,053
75
787
611
4,623
8,149
2,664
1,447
(9)
1,438
401
160
492
3,414
5,905
1,930
The average credit period taken on sales of goods is 96 days (2014: 84 days). No interest is charged on receivables
within the agreed credit terms. Thereafter, interest may be charged.
An allowance for impairment is made where there is an identified event which, based on previous experience, is
evidence of a reduction in the recoverability of the outstanding amount. The Group provides, in full, for any debts it
believes have become non-recoverable. The figures shown above are after deducting a specific provision for bad and
doubtful debts of £35,000 (2014: £9,000). The movement in the bad debt provision is related to a small increase in the
number of debts being identified where the Directors deem recovery of amounts owed to be unlikely. The Directors have
reviewed their customer portfolio and marketplace and do not consider the risk of bad debt to be material to the
business.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable set out above.
DCD Media Plc
39 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
14 Trade and other receivables (continued)
The ageing of trade receivables that have not been provided for are:
Not due yet
0-29 days
Overdue
30-59 days
60-89 days
90-119 days
120+ days
Trade debtors in current assets
Trade debtors in non-current assets
15 Trade and other payables
Trade payables
Other payables
Accruals and deferred income
Taxation and social security
Amount owed to related parties (note 22)
Total trade and other payables
Total financial liabilities, excluding loans and borrowings, classified as
financial liability measured at amortised cost
16
Interest bearing loans and borrowings
Due within one year
Bank overdrafts (secured)
Convertible debt (unsecured)
Amount owed to related parties (note 22)
Obligations under finance leases
31 December
2015
£’000
31 December
2014
£’000
1,501
405
97
105
270
2,378
2,053
325
2,378
995
560
124
204
257
2,140
1,438
702
2,140
31 December
2015
£’000
31 December
2014
£’000
636
652
6,480
101
908
8,777
1,288
2,107
260
4,154
120
540
7,181
2,367
31 December
2015
£’000
31 December
2014
£’000
413
62
61
10
546
662
1,216
147
10
2,035
The principal terms and the debt repayment schedule for the Group’s loans and borrowings are as follows as at 31
December 2015:
Bank overdrafts (secured) *
Convertible debt (unsecured)
Other debt
Obligations under finance leases
Currency Nominal rate %
Sterling
Sterling
Sterling
Sterling
3.5 over Base
Rate
8.22
10.0
6.7
Year of
maturity
2016
2016
2016
2017
DCD Media Plc
40 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
16
Interest bearing loans and borrowings (continued)
Bank borrowings
* The bank overdraft has been extended to the 31 July 2016, but is repayable on demand. The Directors expect an
overdraft facility to be available to the Group for the foreseeable future.
Bank overdrafts are secured by a fixed charge over the Group’s intangible programme rights and a floating charge over
the remaining assets of the Group.
Convertible debt
Convertible debt is unsecured and is subordinate to the bank overdraft.
In 2013, the Group’s largest shareholders agreed to lend £1.0m in the form of new convertible loan notes, that had an
interest rate of 10% and a conversion price of 0.5p. As a result of the share consolidation in 2013 the conversion price
became £5.00 and as a result of the capital re-organisation approved by the shareholders at the AGM on 30 June 2014,
the conversion price became £1.00. On 28 May 2015, DCD Media agreed with Timeweave Ltd and Henderson, together
being the Special Majority Noteholders, that the conversion date of the 2013 Convertible Loan Note Instrument would be
extended from 30 May 2015 to such further date as agreed by the Majority Noteholders. On 7 October 2015, they were
converted along with accrued interest (being £1,200,000 in total) into 1,200,000 ordinary £1 shares.
In 2014, the Group’s largest shareholders agreed to lend a further £0.8m in the form of new convertible loan notes,
having an interest rate of 10% and a conversion price of £5.00. As a result of the capital re-organisation approved by the
shareholders at the AGM on 30 June 2014, the conversion price became £1.00. On 7 October 2015, these convertible
loan notes and accrued interest to that date totalling £927,138 were converted into 927,138 ordinary £1 shares.
Due after more than one year
Convertible debt (unsecured)
Obligations under finance leases
17 Deferred tax liabilities
Deferred tax liabilities are attributable to the following:
31 December
2015
£’000
31 December
2014
£’000
-
22
22
833
31
864
Intangible assets
Net tax liabilities
Liabilities
Net
31 December
2015
£'000
31 December
2014
£'000
31 December
2015
£'000
31 December
2014
£'000
125
125
220
220
125
125
220
220
A deferred tax asset of £3.9m, arising principally from losses in the Group of £18.8m, has not been recognised (2014:
£4.0m and £19.9m). These losses can be offset against future trading profits generated. The Directors believe at this
stage that it is prudent not to recognise the deferred tax asset within the financial statements as the Directors do not
believe that sufficient profits will be recognised in the near future to make use of these losses.
Movement in deferred tax during the year:
Intangible assets
Tax value of temporary difference
1 January
2015
£'000
Recognised in
income
£'000
31 December
2015
£'000
220
220
95
95
125
125
DCD Media Plc
41 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
18 Financial risk management
Financial risk factors
The Group's financial assets and liabilities comprise cash, including short term deposits, trade and other receivables and
trade and other payables that arise directly from its operations, overdrafts, bank loans and convertible debt. The main
risks arising from the Group's financial assets and liabilities are interest rate risk, liquidity risk, credit risk and currency
risk. The Board has reviewed and agreed policies for managing each of these risks and they are summarised below. The
Group has no financial assets other than trade receivables and cash at bank. The values in the Consolidated Statement
of Financial Position for the financial assets and liabilities are not materially different from their fair values.
Interest rate risk
The Group finances its operations at present through equity, bank overdraft, convertible debt and production and other
loan facilities provided by banks and other organisations. The Group manages its exposure to interest rate fluctuations
by mixing the duration of its deposits and borrowings to reduce the impact of interest rate fluctuations. Production loan
facilities are short term and secured on the licence fee payable by the commissioning broadcaster at various stages of
the production, which minimises the impact of any variation in interest rates.
Liquidity risk
The Group seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs and to
invest cash assets safely and profitably. Some liquidity risk arises from the nature of production income, which does not
always arise in an even manner, and the Group's policy is to ensure there are sufficient cash reserves to meet liabilities
during such periods.
Liquidity risk also arises from the interest charges and repayment terms of convertible debt, which the Group seeks to
manage by means of periodic charges for central administration services and support to each Group entity. These are
incorporated into rolling twelve month Group cash flow forecasts, which are reviewed by the Board monthly, and the cash
flows are monitored at Group level by weekly cash reports from each operating entity. Short term flexibility is provided
through the availability of bank overdraft facilities.
Credit risk
The Group’s principal financial assets are bank balances, cash and trade and other receivables. The Group’s credit risk
is primarily attributable to its trade receivables. The Group operates to ensure that the payment terms of customers are
matched to the Group's own contractual obligations in terms of delivery of programmes and rights. The principal source
of Group income is commissioning broadcasters, who are not considered to be a significant credit risk because of their
size and financial resources. Other Group income is derived from distribution sales worldwide, and credit risk is assessed
in relation to knowledge of the customer or by credit references. To minimise credit risk contractual terms may require
that payment is made before delivery of materials.
Currency risk
The Group operates in overseas markets and is subject to exposures on transactions undertaken during the year. The
Group's exposure to exchange rate fluctuations is small based on its revenue and cost base and its policy is not to hedge
against foreign currency transactions.
The sterling equivalent of the Group's assets and liabilities denominated in foreign currencies at 31 December 2015 and
31 December 2014 was as follows:
US dollar
Euros
Other
Total assets/(liabilities)
Assets
Liabilities
31 December
2015
£'000
31 December
2014
£'000
31 December
2015
£'000
31 December
2014
£'000
2,178
147
190
2,515
3,351
473
489
4,313
(352)
(48)
(148)
(548)
(281)
(499)
-
(780)
Whilst the main foreign currency that the Group is exposed to is US dollar, a 10% movement in its rate would not have a
material impact on its reported results.
DCD Media Plc
42 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
18 Financial risk management (continued)
Interest rate and liquidity risk
Interest rate sensitivity
The sensitivity analysis has been based on the average exposure to floating rate debt during the year. It has been
assumed that floating interest rates were 200 basis point higher than those actually incurred. The effect of such a
change would be to increase the loss before tax for the year by £8,000 (2014: loss of £23,000).
Capital risk management
The capital structure of the Group consists of convertible loan note loan financing, bank loan financing and the
shareholders’ equity comprising issued share capital and reserves.
The capital structure of the Group is reviewed on an ongoing basis with reference to the costs applicable to each element
of capital, future requirements of the Group, flexibility of capital to be drawn down and availability of further capital should
it be required. Management prepare cash flow projections to plan for repayment of loan facilities used. These projections
are reviewed on a regular basis to check that the Group will be able to settle liabilities as they fall due.
The Group’s objectives when maintaining capital are:
to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for
shareholders and benefits for other stakeholders; and
to provide an adequate return to shareholders by pricing products and services commensurately with the level
of risk.
Liquidity and interest risk tables
The following table details the Group’s remaining contractual maturity for its financial liabilities. The tables have been
drawn up based on the undiscounted contractual maturities of the financial liabilities.
Weighted
average
effective
interest
rate
%
Less than
1 month
or on
demand
£'000
6.7%
N/a
8.2%
N/a
10.0%
1
636
-
-
3.5%
413
Weighted
average
effective
interest rate
%
Less than
1 month
or on
demand
£'000
1-3
months
£'000
3-12
months
£'000
1-5 years
£'000
More than
5 years
£'000
Total
£'000
2
-
-
-
-
7
-
39
23
61
-
22
-
-
-
-
-
-
-
-
-
1-3
months
£'000
3-12
months
£'000
1-5 years
£'000
More than
5 years
£'000
6.7%
N/a
8.2%
N/a
10%
N/a
7.7%
1
1,202
-
-
-
-
3.5%
662
2
-
-
-
-
-
-
-
10
-
39
19
947
211
147
28
-
-
-
772
61
-
-
-
-
-
-
-
-
-
-
-
32
636
39
23
61
413
Total
£'000
41
1,202
39
19
1,719
272
147
662
31 December 2015
Fixed rate
Finance lease
obligations
Trade payables
Convertible debt
Interest on
convertible debt
Other debt
Floating rate
Bank overdrafts
31 December 2014
Fixed rate
Finance lease
obligations
Trade payables
Convertible debt
Interest on
convertible debt
Convertible debt
Interest on
convertible debt
Other debt
Floating rate
Bank overdrafts
DCD Media Plc
43 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
19 Share capital
Allotted, called up and fully paid
31 December
2015
£'000
31 December
2014
£'000
2,541,419 ordinary shares of £1 each (2014: 414,281 ordinary shares of £1 each)
9,730,514 deferred shares of £1 each (2014: 9,730,514 deferred shares of £1
each)
2,541
9,731
414
9,731
12,272
10,145
Pursuant to a resolution passed on 24 July 2012 and in accordance with the provisions of the Companies Act 2006 the
Company ceased to have authorised share capital.
The deferred shares are not entitled to receive a dividend or other distribution, to attend or vote at any General Meeting
and on return of capital on a winding up, shall only be entitled to receive the amount paid up on the shares after holders
of the ordinary shares have received £100,000 for each ordinary share.
On 7 October 2015, the 2013 and 2014 Convertible Loan Notes and accrued interest to that date were converted into
2,127,138 ordinary £1 shares.
20 Contingent liabilities – sale and leaseback agreements
Subsidiary companies have entered into sale and leaseback agreements relating to television programme rights where
the obligations to pay rentals are guaranteed by amounts payable from bank deposits. These obligations have not been
recognised in the financial statements because the contingent liability would only crystallise upon the failure of the bank
holding the deposit. Further:
the Group is not able to control the deposit account in pursuit of its own objectives and any payments under the
lease are due out of this restricted account. The Group has neither control over the bank balance nor over any
interest earned thereon;
the risk of reimbursing the amount of fee receivable by the Group in respect of tax losses transferred and the
risk of paying an amount due under the guarantee in case of collapse of the bank holding the deposit are
remote; and
other than the initial cash flows at inception of the arrangement, the only cash flows expected under this
arrangement are the lease payments satisfied solely from funds withdrawn from the separate account
established for this arrangement.
Given the above, the asset and the liability in respect of the sale and leaseback transactions do not represent an asset
and a liability of the Group and according to SIC-27 "Evaluating the Substance of Transactions Involving the Legal Form
of a Lease", and have not been recognised in these financial statements.
The liabilities from these agreements are as follows:
As at 31 December 2015
As at 31 December 2014
21 Capital commitments
Due within 1
year
£'000
Due within 2
to 5 years
£'000
Due after 5
years
£'000
1,629
1,777
771
2,400
-
-
Total
£'000
2,400
4,177
There were no capital commitments at 31 December 2015 or 31 December 2014.
DCD Media Plc
44 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
22 Transactions with directors and other related parties
Loans to Directors
At 31 December 2015 and 2014 there were no loans due to Directors.
Other transactions
During the year the following amounts were charged by companies in which the Directors have an interest or share
directorships:
Company
Director
Amount charged
2015
£'000
2014
£'000 Description
Timeweave Ltd
D Craven
417
378
Provision of director, finance and management
services
The balances outstanding at the year-end were as follows:
Company
Director
Amount payable
2015
£'000
2014
£'000 Description
Timeweave Ltd
D Craven
603
Provision of director, finance and management
services
-
Other related party transactions
In 2012, DCD Rights Ltd secured a deal with Timeweave Ltd, a shareholder of DCD Media plc, to create a new fund for
the acquisition of third-party distribution rights. At 31 December 2015, DCD Rights Ltd was owed £611,122 from
Timeweave Ltd (31 December 2014: £491,604) and owed £305,446 to Timeweave Ltd (31 December 2014: £540,111).
In September 2015, Rize Television Ltd obtained a loan from Timeweave Ltd to fund the production of Got What it
Takes? for CBBC. The facility was for £125,582 and at 31 December 2015, £60,887 was outstanding. At the date of
signing these accounts, the full facility balance is outstanding.
In November 2014, Rize Television Ltd obtained a loan from Timeweave Ltd to fund the production of How to
Remember Everything for ITV. At 31 December 2014, £146,676 was outstanding. The loan was fully repaid in 2015.
During 2013 and 2014, the Group issued convertible loan notes to major shareholders.
2013 Convertible Loan Notes
31
December
2015
Loan Note
£'000
£'000
-
-
-
-
31
December
2015
Accrued
Interest
£'000
31
December
2015
31
December
2014
Total
£'000
Loan Note
£'000
-
-
-
-
-
-
-
-
676
252
72
1,000
31
December
2014
Accrued
Interest
£'000
£'000
107
40
12
159
31
December
2014
Total
£'000
783
293
83
1,159
Timeweave Ltd *
Henderson *
David Green **
On 7 October 2015, the 2013 convertible loan notes and accrued interest to that date totalling £1,200,000 were
converted into 1,200,000 ordinary £1 shares.
DCD Media Plc
45 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
22 Transactions with directors and other related parties (continued)
2014 Convertible Loan Notes
31
December
2015
Loan Note
£'000
£'000
-
-
-
-
31
December
2015
Accrued
Interest
£'000
£'000
-
-
-
-
31
December
2015
Total
£'000
-
-
-
-
31
December
2014
Loan Note
£'000
£'000
569
217
30
816
31
December
2014
Accrued
Interest
£'000
£'000
33
13
2
48
31
December
2014
Total
£'000
602
230
32
864
Timeweave Ltd *
Henderson *
David Green **
*denotes shareholder
** denotes shareholder and director
On 7 October 2015, the 2014 convertible loan notes and accrued interest to that date totalling £927,138 were converted
into 927,138 ordinary £1 shares.
Compensation of key management personnel of the Group
Short-term employee benefits
Termination payments
Pension benefits
31 December
2015
£'000
31 December
2014
£'000
696
-
3
699
785
-
3
788
Only directors and employees who attend the monthly executive meetings are deemed to be key management
personnel.
The principal operating subsidiary companies are listed below:
Subsidiary
Country of incorporation % owned
Nature of business
DCD Publishing Ltd
England & Wales
DCD Productions (UK) Ltd England & Wales
England & Wales
DCD Rights Ltd
England & Wales
September Films Ltd
Sequence Post Ltd
England & Wales
Prospect Cymru/Wales Ltd England & Wales
England & Wales
Rize Television Ltd
100%
100%
100%
100%
100%
100%
80%
Production, marketing of DVDs and brand
representation
Production of programmes for television
Distribution of programme rights
Production of programmes for television
Post production
Production of programmes for television
Production of programmes for television
23 Retirement benefit schemes
The Group contributes to the personal pension plans of one employee (2014: one). Contributions in the year amounted
to £2,880 (2014: £2,880)
24 Operating lease rental commitments
The Group maintains property, plant and equipment on operating leases.
The total future value of minimum lease payments are is due as follows:
Not later than one year
Later than one year and not later than five years
31 December
2015
£'000
31 December
2014
£'000
148
77
225
199
62
261
DCD Media Plc
46 Financial statements for the year ended 31 December 2015
Notes to the consolidated financial statements for the year ended 31 December 2015
25 Notes supporting the cash flow statement
Cash and cash equivalents for the purposes of the cash flow statement comprises:
Cash available on demand
Overdraft
26 Events after the reporting date
31 December
2015
£'000
31 December
2014
£'000
1,594
(413)
1,181
1,948
(662)
1,286
On 27 May 2016, the Board announced the reduction of its production division to focus on two key franchises,
September Films’ Penn and Teller: Fool Us in Vegas currently delivering season two to the CW Network in America,
and Rize USA’s Got What it Takes?, produced for CBBC in the UK. As a consequence, the Group will make a number
of redundancies in its production division.
Additionally, the Board announced that DCD Publishing has been absorbed within DCD Rights and will no longer operate
as a separate business division within the group.
27 Ultimate parent company and ultimate controlling party
The immediate parent company is Timeweave Ltd, registered in England and Wales. The results of DCD Media Plc are
consolidated in the accounts of Mayfair Capital Investments UK Ltd, registered in England and Wales.
The Directors consider the family interests of Mr Joe Lewis to have ultimate control by virtue of their indirect beneficial
ownership of the issued share capital of Mayfair Capital Investments UK Ltd and Colter Ltd, a company incorporated in
the Bahamas.
DCD Media Plc
47 Financial statements for the year ended 31 December 2015
Parent company balance sheet as at 31 December 2015
Company number 03393610
31 December
2015
£’000
31 December
2014
£’000
Note
Fixed assets
Intangible assets
Property, plant and equipment
Investments
Trade and other receivables
Current assets
Trade and other receivables
Cash at bank and in hand
Creditors: amounts falling due within one year
Net current liabilities
Total assets less current liabilities
Creditors: amounts falling due after more than one year
Net assets
Capital and reserves
Called up share capital
Share premium account
Equity element of convertible loan
Own shares held
Profit and loss account
Shareholders' funds
3
4
5
6
6
7
8
10
11
11
11
11
-
1
4,008
73
4,082
1,050
-
1,050
-
6
6,134
121
6,261
751
12
763
(2,939)
(3,440)
(1,889)
(2,677)
2,193
-
2,193
12,272
51,215
1
(37)
(61,258)
3,584
(833)
2,751
10,145
51,118
98
(37)
(58,573)
2,193
2,751
The notes on pages 49 to 55 are an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 2 June 2016.
DCM Craven
Director
DCD Media Plc
48 Financial statements for the year ended 31 December 2015
Notes to the parent company financial statements for the year ended 31 December 2015
1
Principal accounting policies
These financial statements are prepared on the going concern basis, under the historical cost convention and in
accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 – 'The
Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102'), and with the
Companies Act 2006.
The Group's business activities, together with the factors likely to affect its future development, performance and position
are set out in the CEO's statement. The financial position of the Group, its cash position and borrowings are set out in
the financial review section of the statement. In addition note 18 of the consolidated financial statements sets out the
Group's objectives, policies and processes for managing its financial instruments and risk. The Directors have adopted
the going concern assumption in the preparation of the financial statements; please see note 1 of the Group accounts for
more detail.
Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the directors have made the following judgements:
Determine whether amounts recoverable from group companies are recoverable and the carrying value of
investments are appropriate. These decisions depend on the financial position of the relevant group company
and forecasts of future cash flows.
Assess the recoverability of other debtors. The directors have assessed the financial position of the relevant
counterparties.
Determine whether leases are finance or operating leases. Material leases have been reviewed to assess
appropriateness of classification.
Review the carrying value of tangible fixed assets.
Assess the adequacy of accruals and provisions. Directors have assessed the likelihood and scale of potential
liabilities that were present at the balance sheet date.
Changes to accounting standards
The company has adopted FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”
which is effective for accounting periods beginning on or after 1 January 2015.
No adjustments to comparatives or opening reserves have been considered necessary to bring prior periods in line with
this standard and therefore no reconciliation at transition or between 2014 comparatives and previously reported results
has been presented.
Leasing
Rentals payable under operating leases are charged to the income statement on a straight line basis over the period of
the lease.
Pension costs
The Company has made no contributions to employee personal pension plans during the year. Contributions in prior
years were charged against profits as they accrued.
Deferred taxation
Deferred tax is recognised on all timing differences where the transactions or events that give the company an obligation
to pay more tax in the future, or right to pay less tax in the future, have occurred by the statement of financial position
date. Deferred tax assets are recognised when it is more likely than not that they will be recovered. Deferred tax is
measured using rates of tax that have been enacted or substantively enacted by the statement of financial position date.
Deferred tax balances are not discounted.
Foreign currency
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary
assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the statement of financial
position date. Any differences are taken to the income statement.
DCD Media Plc
49 Financial statements for the year ended 31 December 2015
Notes to the parent company financial statements for the year ended 31 December 2015
Principal accounting policies (continued)
Intangible assets - programme rights
Internally developed programme rights are stated at the lower of cost, less accumulated amortisation, or recoverable
amount. Cost comprises the cost of all productions and all other directly attributable costs incurred up to completion of
the programme and all programme development costs. Where programme development is not expected to proceed, the
related costs are written-off to the income statement. Amortisation of programme costs is charged in the ratio that actual
revenue recognised in the current year bears to estimated ultimate revenue. At each statement of financial position date,
the Directors review the carrying value of programme rights and consider whether a provision is required to reduce the
carrying value of the investment in programmes to the recoverable amount. The expected life of these assets is not
expected to exceed 7 years.
Purchased programme rights are stated at the lower of cost, less accumulated amortisation, or recoverable amount.
Purchased programme rights are amortised over a period in line with expected useful life, not exceeding 7 years.
Amortisation and any charge in respect of writing down to recoverable amount during the year are included in the income
statement within cost of sales.
Tangible fixed assets and depreciation
Property, plant and equipment are stated at cost net of depreciation and any provision for impairment. Depreciation is
provided at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over the
expected useful economic lives on the following basis:
Office and technical equipment
25-33% straight line
Financial instruments
Financial assets are recognised in the statement of financial position at the lower of cost and net realisable value.
Provision is made for diminution in value where appropriate. Income and expenditure arising on financial instruments is
recognised on the accruals basis, and credited or charged to the income statement in the financial year to which it
relates.
Convertible debt
The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity
components and presented separately in the balance sheet.
The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest
that would be payable on a similar debt instrument that did not include an option to convert.
The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is
credited direct to equity and not subsequently re-measured. On conversion, the debt and equity elements are credited to
share capital and share premium as appropriate.
Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the
instrument in proportion to the allocation of proceeds.
Investments
Investments held as fixed assets are stated at cost less any provision for impairment. Investments held as current assets
are stated at the lower of cost or net realisable value.
2
Loss for the financial year
DCD Media Plc has taken advantage of section s408 Companies Act 2006 and has not included its own income
statement in these financial statements. The Company's loss for the year after tax was £2,685,200 (2014: loss
£1,091,960).
DCD Media Plc
50 Financial statements for the year ended 31 December 2015
Notes to the parent company financial statements for the year ended 31 December 2015
3
Intangible assets
Cost
At 1 January 2015 and at 31 December 2015
Amortisation and impairment
At 1 January 2015 and at 31 December 2015
Net book value
At 31 December 2015
At 31 December 2014
4
Property, plant and equipment
Cost
At 1 January 2015 and at 31 December 2015
Depreciation
At 1 January 2015
Provided in year
At 31 December 2015
Net book value
At 31 December 2015
At 31 December 2014
5
Fixed asset investments
Cost or valuation
At 1 January 2015 and 31 December 2015
Accumulated amortisation
At 1 January 2015
Provided in year
At 31 December 2015
Net book value
At 31 December 2015
At 31 December 2014
Programme Rights
£'000
320
320
-
-
Office and technical equipment
£'000
32
26
5
31
1
6
Shares in subsidiary
undertakings
£’000
25,294
19,160
2,126
21,286
4,008
6,134
The principal operating subsidiary companies are listed below. All are 100% owned, unless noted otherwise:
DCD Publishing Ltd
DCD Productions (UK) Ltd
DCD Rights Ltd
September Films Ltd
Rize Television Ltd (80%)
Prospect Cymru/Wales Ltd
Sequence Post Ltd
DCD Media Plc
51 Financial statements for the year ended 31 December 2015
Notes to the parent company financial statements for the year ended 31 December 2015
5
Fixed asset investments (continued)
September Films Ltd, DCD Productions (UK) Ltd, Prospect Pictures Ltd, Prospect Cymru/Wales Ltd, September Films
USA Incorporated and Rize Television Ltd are involved with the production of programmes for television and other
media.
The company holds an 80% equity stake in Rize Television Ltd, a production company that focuses on factual, factual
entertainment and reality programming for the international market.
DCD Rights Ltd sell programme rights worldwide to all media. DCD Publishing Ltd is an agency specialising in 360
degree brand development in all areas such as television, book publishing, consumer products, brand endorsements,
public appearances and DVD sales.
Sequence Post Ltd is involved in post-production.
Box TV Ltd, DCD Drama Ltd, Done and Dusted Group Ltd, September Films NY Inc., September Films West Coast Inc.
and September Scripted Incorporated are not part of ongoing trading operations.
All the subsidiary companies are incorporated in England and Wales, except for:
September Films NY Inc. which is incorporated in New York, and September Films West Coast Inc. which is
incorporated in California. Both of these companies are 100% owned by Done and Dusted Group Ltd;
September Films USA Incorporated, which is incorporated in California and is 100% owned by September Films
Ltd;
September Scripted Incorporated, which is incorporated in California and is 100% owned by September Films
Ltd.
6
Trade and other receivables
Non-current assets
Other debtors
Current assets
Trade debtors
Amounts owed by group undertakings
VAT recoverable
Other debtors
Prepayments and accrued income
7
Creditors: amounts falling due within one year
Bank overdraft (secured)
Convertible debt (unsecured)
Trade creditors
Amounts owed to group undertakings
Amounts due to related parties
Taxation and social security
Other creditors
Accruals and deferred income
31 December
2015
£'000
31 December
2014
£'000
73
121
31 December
2015
£'000
31 December
2014
£'000
-
868
45
59
78
1,050
1
564
60
51
76
751
31 December
2015
£'000
31 December
2014
£'000
6
62
72
2,044
603
4
-
148
2,939
-
1,216
175
1,966
-
4
-
79
3,440
DCD Media Plc
52 Financial statements for the year ended 31 December 2015
Notes to the parent company financial statements for the year ended 31 December 2015
8 Creditors: amounts falling due after more than one year
Convertible debt (unsecured)
9
Bank and other borrowings
Due within one year or on demand
Bank overdrafts - secured (a)
Convertible loan notes (b)
Convertible loan notes (c)
Due after more than one year
Convertible loan notes (d)
Total borrowings
31 December
2015
£'000
31 December
2014
£'000
-
833
31 December
2015
£'000
31 December
2014
£'000
6
62
-
68
-
68
-
58
1,158
1,216
833
2,049
a) The Group's day-to-day operations are funded from cash generated from trading and the use of a net overdraft
facility of £0.25m. The facility is repayable on demand. At the time of signing the accounts the facility has been
extended by its principal bankers until 31 July 2016. The directors expect a facility to remain available to the Group
for the foreseeable future. Accounts with positive balances in the overall overdraft facility are reflected in bank and
cash in the current assets section of the balance sheet.
The overdraft is secured by a fixed charge over the company’s and group’s intangible programme rights assets.
(b) The 2005 and 2008 loan notes are repayable once the Coutts facilities have been repaid.
(c) In 2013, the Group’s largest shareholders agreed to lend £1.0m in the form of new convertible loan notes, that had
an interest rate of 10% and a conversion price of 0.5p. As a result of the share consolidation in 2013 the conversion
price became £5.00. As a result of the capital re-organisation approved by the shareholders at the AGM on 30
June 2014, the conversion price became £1.00. On 1 October 2015, DCD Media received notice from noteholders
that they intended to convert their holdings into ordinary shares.
(d)
In 2014, the Group’s largest shareholders agreed to lend a further £0.8m in the form of new convertible loan notes
that had an interest rate of 10% and a conversion price of £5.00. As a result of the capital re-organisation approved
by the shareholders at the AGM on 30 June 2015, the conversion price became £1.00. On 7 October 2015, the
2014 convertible loan notes and accrued interest to that date totalling £927,138 were converted into 927,138
ordinary £1 shares.
10 Share capital
See Group accounts note 19.
11 Share premium account and reserves
Equity
element of
convertible
loan
£'000
Profit and loss
account
£'000
55
43
98
98
-
(97)
1
(57,481)
(1,092)
-
(58,573)
(58,573)
(2,685)
-
(61,258)
Share
premium
£'000
51,118
-
51,118
51,118
-
97
51,215
Own shares
held
£’000
-
(37)
-
(37)
(37)
-
-
(37)
Total
£'000
(6,345)
(1,092)
43
(7,394)
(7,394)
(2,685)
-
(10,079)
At 1 January 2014
Loss for the year
element
Equity
convertible loans
on
issue
of
At 31 December 2014
At 1 January 2015
Loss for the year
Equity element on conversion of
convertible loans
At 31 December 2015
DCD Media Plc
53 Financial statements for the year ended 31 December 2015
Notes to the parent company financial statements for the year ended 31 December 2015
12 Financial instruments
Financial assets
Financial assets measured at fair value through the profit and loss
Financial assets that are debt instruments measured at amortised cost
Financial liabilities
Financial liabilities measured at amortised cost
31 December
2015
£'000
31 December
2014
£'000
-
1,050
1,050
2,939
2,939
12
751
763
4,273
4,273
Financial assets measured at amortised cost include trade and other debtors, recoverable VAT, prepayments and
accrued income and amounts owed by group undertakings.
Financial liabilities measured at amortised cost include trade and other creditors, amounts owed to group undertakings
and related parties, accruals and deferred income and convertible debt.
13 Pension costs
The Company did not make any contributions to personal pension schemes (2014: contribution of £550 for one
employee for part of the year).
14 Events after the reporting date
See Group accounts note 26.
15 Transactions with Directors and other related parties
During the year the following amounts were charged by companies in which the Directors have an interest:
Company
Director
Amount paid
2015
£'000
2014
£'000 Description
Timeweave Ltd
D Craven
417
378
Provision of director and accounting
services to DCD Media Plc.
At 31 December 2015, £602,776 was due to Timeweave Ltd (2014: £nil).
The company has taken advantage of the exemptions available under FRS 102 not to disclose any transactions or
balances with entities that are 100% controlled by DCD Media plc. Balances outstanding with group companies that are
not 100% controlled by DCD Media plc are disclosed below.
Balance
outstanding at
31 December 2015
£
Transactions in
the year to 31
December 2015
£
Balance
outstanding at
31 December 2014
£
Transactions in
the year to 31
December 2014
£
(13,638)
(13,638)
70,816
70,816
(12,796)
(12,796)
62,275
62,275
Amounts owed from:
Rize Television Limited
2013 Convertible Loan Notes
31
December
2015
Loan Note
£'000
£'000
-
-
-
-
31
December
2015
Accrued
Interest
£'000
31
December
2015
31
December
2014
Total
£'000
Loan Note
£'000
-
-
-
-
-
-
-
-
676
252
72
1,000
31
December
2014
Accrued
Interest
£'000
£'000
107
40
12
159
31
December
2014
Total
£'000
783
293
83
1,159
Timeweave Ltd *
Henderson *
David Green **
DCD Media Plc
54 Financial statements for the year ended 31 December 2015
Notes to the parent company financial statements for the year ended 31 December 2015
15 Transactions with Directors and other related parties (continued)
2014 Convertible Loan Notes
31
December
2015
Loan Note
£'000
£'000
-
-
-
-
31
December
2015
Accrued
Interest
£'000
£'000
-
-
-
-
31
December
2015
Total
£'000
-
-
-
-
31
December
2014
Loan Note
£'000
£'000
569
217
30
816
31
December
2014
Accrued
Interest
£'000
£'000
33
13
2
48
31
December
2014
Total
£'000
602
230
32
864
Timeweave Ltd *
Henderson *
David Green **
*denotes shareholder
** denotes shareholder and director
16 Ultimate parent company and ultimate controlling party
The immediate parent company is Timeweave Ltd, registered in England and Wales. The results of DCD Media Plc are
consolidated in the accounts of Mayfair Capital Investments UK Ltd, registered in England and Wales.
The Directors consider the family interests of Mr Joe Lewis to have ultimate control by virtue of their indirect beneficial
ownership of the issued share capital of Mayfair Capital Investments UK Ltd and Colter Ltd, a company incorporated in
the Bahamas.
DCD Media Plc
55 Financial statements for the year ended 31 December 2015
Corporate information
Company secretary and registered offices
Registrars
Andrew Lindley
9th Floor, Winchester House,
259 - 269 Old Marylebone Road,
London, NW1 5RA
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
www.capitaregistrars.com
Nominated Adviser and Broker
Auditors
SRLV
89 New Bond Street
London
W1S 1DA
www.srlv.co.uk
Solicitors
Dickson Minto WS
16 Charlotte Square
Edinburgh
EH2 4DF
www.dicksonminto.com
finnCap
60 New Broad Street
London
EC2M 1JJ
www.finncap.com
Bankers
Coutts & Co
440 Strand
London
WC2R 0QS
www.coutts.com
Company Headquarters
DCD Media Plc
9th Floor, Winchester House,
259 - 269 Old Marylebone Road,
London, NW1 5RA
+44 (0)20 3869 0190
info@dcdmedia.co.uk
www.dcdmedia.co.uk
DCD Media Plc
56 Financial statements for the year ended 31 December 2015