DCD MEDIA PLC
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2017
Company number 03393610
Contents
Audited results for the year ended 31 December 2017
Executive Chairman’s review
Group strategic report
Group report of the Directors for the year ended 31 December 2017
Board of Directors
Independent auditor’s report to the members of DCD Media Plc
Consolidated income statement for the year ended 31 December 2017
Consolidated statement of comprehensive income for the year ended 31 December 2017
Consolidated statement of financial position as at 31 December 2017
Consolidated statement of cash flows for the year ended 31 December 2017
Consolidated statement of changes in equity for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
Parent company balance sheet as at 31 December 2017
Parent company statement of changes in equity for the year ended 31 December 2017
Notes to the parent company financial statements for the year ended 31 December 2017
Corporate information
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DCD Media Plc
Financial statements for the year ended 31 December 2017
DCD Media Plc
(“DCD Media” or the “Company”)
Audited results for the year ended 31 December 2017
DCD Media and its subsidiaries, the independent TV distribution and production group (the “Group”), today report results
for the year ended 31 December 2017.
Financial Summary
Continuing operations:
• Revenue
• Gross profit
• Operating profit/(loss)
Discontinued operations:
• Revenue
• Gross profit
• Operating (loss)/profit
Group results:
£10.2m (2016: £8.2m)
£2.5m (2016: £2.5m)
£0.5m (2016: (£0.1m))
£0.4m (2016: £0.4m)
£0.3m (2016: £0.3m)
(£0.1m) (2016: £0.1m)
• Operating profit
• Adjusted EBITDA
• Adjusted profit before tax
£0.4m (2016: £0.0m)
£0.8m (2016: £0.8m)
£0.8m (2016: £0.8m)
Please refer to the table within the Performance section within the Group Strategic Report for an explanation of the profit
adjustments.
Business highlights
•
Filming of the third series of Penn & Teller: Fool Us in Vegas was completed in H1 2017. The series is a co-
production between 1/17 Productions and September Films for the CW Network in the USA.
• DCD Rights secured the distribution rights for the ongoing hit American series Mama June: From Not to Hot
following its premiere on WE tv.
• DCD Rights signed a number of new deals for its diverse selection of factual and factual entertainment content,
including presales for the brand new second season of Electric Pictures’ reality series Aussie Gold Hunters.
• DCD Rights’ distribution title, My Baby, Psychosis & Me, won Best Factual Documentary at the RTS Scotland
Awards.
• DCD Rights signed a multi-territory deal with SundanceTV Global for conspiracy thriller Acceptable Risk as well
as major deals with a number of high profile subscription streaming services.
• MIPTV – DCD Rights celebrated its first 10 years with an event at MIPTV in Cannes. After signing a number of
early sales for the factual entertainment series James Martin’s French Adventures distributed by DCD Rights,
James Martin was on hand at the event, speaking directly to more potential buyers.
• DCD Rights has continued to secure additional funding for content acquisition.
• Series two of Rize USA’s hugely popular talent show for teenagers Got What it Takes? aired on CBBC.
• DCD Rights secured a format deal with WE TV for the return of the highly popular and long running September
Films’ series Bridezillas, which will make its debut in early 2018 on WEtv.
• Series three of Rize’s popular children’s reality show Got What it Takes? began to air in Q1 2018.
DCD Media Plc
1 Financial statements for the year ended 31 December 2017
Overview
We are pleased to announce the full year results for DCD Media which demonstrate a strong operational platform that
positions the company well for future organic growth.
Turnover for the year ending 31 December 2017 was £10.2m (2016: £8.2m) which represents a highly credible
achievement of c.25% top-line growth. The Company achieved a 2.0% increase in adjusted EBITDA to £0.80m (2016:
£0.79m). Operating profit was recorded at £0.4m and continued to improve against previous years (2016: £0.0m).
During the year, the business was profitable and the rights division saw its fifth consecutive year of turnover growth and
with the benefit of access to additional funding, acquired rights and primed the market for sales in this fiscal year. The
Board expects revenue growth to continue in the current financial year.
We were delighted that anticipated revenue growth in the second half of the fiscal year was delivered by a highly
professional and energised management team. The Board believes the stable and scalable operational platform will enable
the team to drive further sales growth. The Board is confident that the market backdrop will present significant opportunities
and the prospects for further expansion are positive going forward into the new fiscal year.
The Board remains confident in the long-term potential of the DCD Media business. Continued year-on-year improvements
in both revenue and EBITDA are a reflection of the historic work undertaken to consolidate the business into a pure-play
international TV rights distribution. The growth has also been made possible as a consequence of access to competitively-
priced third-party funding for the acquisition of programming rights.
Following an office move in the previous year; the team is now well-established with its new headquarters in premises off
Edgware Road, Marylebone, close to the BBC and other key UK-based customers.
Over the last few years, under Timeweave’s management, actions to restructure the Group, reduce the cost structure and
refocus the business on the burgeoning sales and distribution market have been taken. This work also included the
rationalising of the production divisions ensuring that output from productions has remained very strong through outsourced
co-production arrangements.
The Board is particularly pleased, therefore, to note that core formats vesting in the production entities have been
recommissioned under co-production arrangements which provides both continued cash flow for the Group and a growing
library of ‘owned’ content to complement the third-party rights held under licence.
Notably, filming of the third series of Penn & Teller: Fool Us in Vegas was completed in the year H1 2017. The series is
a co-production between 1/17 Productions and September Films for the CW Network in the USA. And series three of
Rize’s popular children’s reality show Got What it Takes? is currently in production and began to air in Q1 2018.
We believe the marketplace continues to evolve and the consumption model for consumers shifting heavily towards on-
demand content provision shows no signs of abating. Demand for quality content is therefore high and DCD Media has
capitalised by increasing its sales territories as well as booking block deals with major international cable and SVOD
platforms. The year also saw the continued expansion of the catalogue across all genres, with approximately 10% more
hours available than in the previous year.
David Craven, Executive Chairman and Chief Executive Officer, commented: “We are delighted to report very strong sales
growth in the business this year and there is plenty of capacity to grow in the market going forward. Positive trading
conditions generally increases competition in the market for quality content and the DCD Rights team have prevailed
against the tough commercial challenges which face small independent TV distributors.
“The key challenge going forward is to ensure the business has available funding together with strong pipelines and
sources for award-winning content to showcase in the library for the coming years. DCD Media is very well-placed to
benefit from a scaled operation and we fully expect the business to thrive in the marketplace.
“The DCD Media business reports an adjusted EBITDA profit of £0.80m compared with £0.79m in 2016. Although a modest
increase, the top-line growth of c.25% in sales sets the business on the correct footing for continued growth. The success
in revenue growth is brought about through a strong and experienced management team, more sources of programme
funding and a strong, credible reputation in the marketplace.
“The Board remains optimistic for the future and we see expansion from the rights division. With continued access to
funding; we have a thriving rights business capable of sustained growth in the future.’’
For further information please contact:
Lucy Pryke
Investor Relations/ Media Relations, DCD Media Plc
Tel: +44 (0)20 3869 0190
ir@dcdmedia.co.uk
Stuart Andrews / Carl Holmes / Giles Rolls
finnCap
Tel: +44 (0)20 7220 0500
DCD Media Plc
2 Financial statements for the year ended 31 December 2017
Executive Chairman’s review
The core rights business continued its expansion phase with strong year-on-year revenue growth supported by a solid
underlying EBITDA performance for the financial year.
Supporting this financial performance, DCD Rights consolidated its position as one of the world’s top independent TV rights
distributors in 2017 with quality additions to the library and sales to a wider client base than ever before. The team struck
two significant ‘block’ international deals with major SVOD channels, as well as achieving a large number of international,
multi-territory sales worldwide.
The DCD Rights team successfully negotiated a further season of the 1/17 Productions and DCD Media’s co-production
of Penn & Teller: Fool Us, for US network The CW. The entertainment show features world famous magicians Penn and
Teller and continues to prove a top-rated show for the network.
Also, the team reached agreement with WEtv in the US to bring back the iconic, long-running show Bridezillas, in a new
series of the September Films format, to be produced by WEtv. This new series reinvigorates the catalogue which sees
more than 200 episodes of Bridezillas featured within the DCD Rights factual entertainment portfolio.
At MIPTV in April, DCD Rights celebrated its first 10 years of business, with the launch of James Martin’s French
Adventure. The celebrity chef was on hand to encourage buyers directly to acquire the show for audiences internationally.
Earlier in 2017, DCD Rights announced the completion of a variety of early sales deals ahead of the launch and the series
has now been marketed to over 40 territories.
DCD Rights’ Factual Catalogue scooped awards including; Ocean Adventurer at the SAFTA’s (South Africa Film and
Television Awards), My Baby, Psychosis & Me at the RTS Scotland Awards together with Real Detective, which received
four nominations at the Canadian Screen Awards.
At MIPCOM in autumn 2017, DCD Rights launched a major new contemporary political thriller Romper Stomper, starring
David Wenham and Sophie Lowe. The STAN original series, which recorded more viewing in its first 24 hours than any
previous premiere, was acquired by BBC Three UK and Sundance TV in an international, multi-territory deal with its
contemporary and topical issues being faced by many countries worldwide.
The Board wants to thank the management team and staff at DCD Media for their hard work and dedication in the fiscal
year and for their support over recent years helping to consolidate and reshape the business.
The Board believes that we are well placed for DCD Media’s rights and distribution business to deliver strong growth in
2018 and beyond.
D Craven
Executive Chairman and Chief Executive Officer
31 May 2018
DCD Media Plc
3 Financial statements for the year ended 31 December 2017
Group strategic report
Strategic outlook
The backdrop for TV content consumption is positive, albeit TV markets can be volatile and smaller companies will continue
to be under-funded when high value third-party rights are presented to the market.
Accordingly, and in common with other rights acquirers, the Group requires access to affordable third-party TV
programming and funding, but remains confident that its key value drivers will continue to deliver these and associated
year-on-year growth.
The Group’s development strategy has an underlying value philosophy, focusing primarily on layering market leading
quality content into the library supported by Timeweave and third-party funding. Management are now working more closely
with evolving producers in the market and are taking initiatives to acquire small wholesale libraries where possible to create
shareholder value and to generate improved equity returns.
The Board is therefore optimistic in its outlook for 2018 with all elements of the content acquisition process well advanced
to ensure the Group has secured licence deals on quality titles to bring the library to market with a fresh and compelling
offering.
The Board looks forward to future growth in 2018.
Review of divisions for the year to 31 December 2017
Rights and Licensing
DCD Rights
During the year, DCD Rights negotiated a further season of the 1/17 Productions and DCD Media owned, September
Films, co-production of Penn & Teller: Fool Us, for US Network The CW. The competition based entertainment show
features world famous magicians Penn and Teller and continues to prove a top rated show for the network.
In addition, the team reached agreement with WEtv in the US to bring back the iconic, long running show Bridezillas, in a
new series of the September Films format, to be produced by WEtv. This new series reinvigorates the catalogue which
now sees more than 200 episodes of Bridezillas featured within the DCD Rights factual entertainment portfolio with a
plethora of international sales to territories ranging from the UK, Poland, Belgium and Australia.
Having already achieved success with reality content including the Bridezillas spin-off, Marriage Boot Camp: Bridezillas,
Marriage Boot Camp Reality Stars, DCD Rights secured a deal for distribution rights for America’s number one new
reality show Mama June: From Not To Hot. The series included 30 hours of new reality content and the latter has captured
the imagination of buyers from Italy, Latin America, Africa and New Zealand.
Following the success of factual crime programming, Swipe Right for Murder, in association with UKTV’s Really Channel,
Australia’s Seven Network and MediaWorks New Zealand, became part of a new slate of co-production projects for DCD
Rights, with the intention to boost its output to five series per year. A second series of Nurses Who Kill, also a co-
production partnership, was unveiled for sales in October. Throughout the year, DCD Rights continued long-term
relationships with independent producers in order to maintain the increased demand for market tailored programming.
During MIPTV in April, DCD Rights celebrated its first 10 years of business, with a cocktail party in Cannes and where the
launch of James Martin’s French Adventure was its focus. The celebrity chef was the guest of honour and encouraged
buyers directly to acquire the show for audiences internationally. Earlier in the year, it was announced that DCD Rights
had completed a variety of early sales deals ahead of the launch and the series has now been sold to over 40 territories.
At the midpoint, DCD Rights continued to match the demand for high quality factual and factual entertainment content. An
assembly of new deals were signed, as well as pre-sales for a second season of reality series Aussie Gold Hunters,
before heading to NATPE Budapest to showcase their latest releases.
With preparations to showcase even more factual content at MIPCOM, DCD Rights signed a number of significant presales
for a range of new programming including; Dangerous Borders: A Journey Across India And Pakistan picked up by
Arte (France and Germany), Best Laid Plans sold to Foxtel Australia and a second series of Art Detectives, which hit the
headlines with its discovery of a Rubens masterpiece. Factual programming performed well on the international front and
continues to sell well globally, alongside ongoing relationships with industry leading production companies. DCD Rights
also continued to work alongside Matchlight in an output deal that includes recent titles, The Real Doctor Zhivago and
the three-part Darcey Bussell: Looking For… series.
DCD Rights’ Factual Catalogue also achieved great results by winning awards which included; Ocean Adventurer at the
SAFTA’s (South Africa Film and Television Awards), My Baby, Psychosis & Me at the RTS Scotland Awards together
with Real Detective, which received four nominations at the Canadian Screen Awards.
DCD Media Plc
4 Financial statements for the year ended 31 December 2017
Group strategic report
The DCD Rights Drama Catalogue maintained its excellence ahead of MIPTV earlier in the year with a significant multi-
territory deal with Sundance TV Global for Acceptable Risk. The internationally produced conspiracy thriller aired across
many countries later in the year and proved to be one of the highest rated shows on Danmarks Radio in Denmark.
At MIPCOM, DCD Rights launched a major new contemporary political thriller Romper Stomper, starring David Wenham
and Sophie Lowe. The STAN original series, which recorded more viewing in its first 24 hours than any previous premiere,
was acquired by BBC Three UK and Sundance TV in an international, multi-territory deal with its contemporary and topical
issues being faced by many countries worldwide.
Having already proved popular with the first series, returning drama Striking Out was renewed in two early presale deals,
extending its potential to international buyers as a trademark series. Both series were picked up by Channel 5 later in the
year, to air during the launch of their new channel, 5Select. The first series also saw Amy Huberman win the award for
‘Best Actress In A Lead Role In Drama’ at the IFTA’s and picked up a nomination for ‘Best Drama’.
Dreamland (Utopia), a comedy now in its third series, accepted the award for ‘Best Comedy Television Series’ for the
second time at the annual AACTA Awards, as well as nominations for its artistic flair. This was alongside nominations for
distributed titles Janet King: Playing Advantage and Deep Water: The Real Story.
Deep Water and Deep Water: The Real Story were also nominated for six awards across both projects at the LOGIE
awards in April. Deep Water continued its excellence at the Seoul Drama Awards, where the short series won the ‘Silver
Bird’ Excellence Award For Mini Series. This deeply moving series sold into the BBC, North America and played out in a
multi-territory deal on significant SVOD platforms.
Productions
The DCD Media productions division comprised the following brands:
September Films UK
Rize Television
London, UK
London, UK
The output of September Films is overseen by DCD Media and complimented by the Group’s Rights and Licensing division.
September Films
As announced on 22 December 2017, September Films agreed to co-produce, with US based 1/17 Productions, a further
series of the highly successful entertainment show, Penn & Teller: Fool Us. This is the fourth season produced in the US
and the fifth season overall. It will consist of 13 episodes and continue to be hosted by Alyson Hannigan and again feature
the world famous magicians Penn & Teller. The show will continue to be aired on The CW network in the US following the
renewal of the licence accordingly.
September Films will continue to be involved in the production of future series of Penn & Teller: Fool Us. The company
continues to review its library of formats and titles.
Rize
Rize continues to be involved in the production of Got What It Takes? which is now into its third series and began to air
in Q1 2018. The second series finished in April 2017 culminating with the winner playing at BBC Radio 1’s Big Weekend
summer festival in Hull.
Rize USA will continue to be involved in the production of future series of Got What it Takes?.
Post - Production
Sequence Post
During the year Sequence Post ceased trading following an over burdening rent increase imposed on it. Despite several
attempts to save the business, management were unable to locate suitable and affordable new premises or to find an
interested buyer to take the business forward. As a result, the staff were made redundant and the business ceased trading
at the end of November 2017.
DCD Media Plc
5 Financial statements for the year ended 31 December 2017
Group strategic report
Performance
At a turnover level, the Group delivered £10.6m in revenue, £10.2m from continuing operations compared with £8.2m in
2016. The Group is now entering a growth stage having previously consolidated the less profitable production strands of
the business as mentioned in prior years.
The Group made an operating result for the year of £0.4m (2016: £0.0m), which is stated after impairment and amortisation
of intangible assets, including goodwill and trade names.
Adjusted EBITDA and Adjusted PBT 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 2017 was £0.8m (2016: £0.8m), inclusive of £0.3m of
foreign exchange gains (2016: £0.5m).
Adjusted continuing profit before tax for the Group was £0.8m in 2017 (2016: £0.8m).
The following table represents the reconciliation between the operating profit/(loss) per the consolidated income statement
and adjusted Profit Before Tax (PBT) and adjusted Earnings Before Interest Tax Depreciation and Amortisation (EBITDA):
Operating profit/(loss) per statutory accounts (continuing
operations)
Add: Discontinued operations (note 9)
Operating result 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)
Add: Depreciation (note 12)
EBITDA
Add: Restructuring costs (note 5)
Add: Loss on discontinued operations
Adjusted EBITDA
Less: Net financial expense (note 7)
Less: Depreciation (note 12)
Adjusted profit before tax
Intangible assets
Year ended
31 December
2017
£m
Year ended
31 December
2016
£m
0.5
(0.1)
0.4
0.1
0.0
0.2
0.0
0.0
0.0
0.7
-
0.1
0.8
(0.0)
(0.0)
0.8
(0.1)
0.1
0.0
0.3
0.0
0.4
0.0
(0.2)
0.0
0.5
0.3
-
0.8
(0.0)
(0.0)
0.8
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 £0.2m (2016: £0.4m) and a
net amortisation and impairment of programme rights of £0.0m (2016: £0.3m).
The accounting implications, in terms of the effect of reporting impaired intangible assets under International Financial
Standards, are explained below.
Goodwill
The Directors have assessed the carrying value of goodwill attributable to September Films and have booked no
impairment in 2017 (2016: £Nil). This is in light of the back-end catalogue income expected to be received within the
business.
DCD Media Plc
6 Financial statements for the year ended 31 December 2017
Group strategic report
Trade names
Trade names are amortised over ten years on a straight line basis and a non-cash expense of £0.2m was expensed in the
year relating to trade names. The carrying value of trade names after the amortisation was £Nil (2016: £0.2m).
Restructuring costs
Restructuring costs of £0.0m (2016: £0.3m) have been disclosed in the consolidated statement of comprehensive income.
The 2016 amount relates to non-recurring costs within the production entities whose activity was wound down in that year.
Earnings per share
Basic profit per share in the year was 17p (year ended 31 December 2016: 1p) and was calculated on the result after
taxation of £0.422m (year ended 31 December 2016: £0.033m) divided by the weighted average number of shares in issue
during the year being 2,541,419 (2016: 2,541,419).
Balance sheet
The Group’s net cash balances have decreased to £1.3m at 31 December 2017 from £2.2m at 31 December 2016. 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.
At the year end, the Group had an available gross overdraft facility of £0.35m and a net facility of £0.175m.
Shareholders’ equity
Retained earnings as at 31 December 2017 were £(60.6m) (2016: £(61.0m)) and total shareholders’ equity at that date
was £2.9m (2016: £2.5m).
Current trading
The Group has experienced a challenging start to the year in line with other content distribution companies. However, the
second quarter has been more fruitful and the team at DCD Rights are confident in surpassing 2017 sales levels and will
continue to grow the business.
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance, financial
position and borrowings are set out above. In addition, note 17 to the consolidated financial statements 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 from £0.25m to £0.175m during the year and has recently been extended to November 2018. The facility reduced
by a further £25k after the year end giving a revised current limit of £0.15m. The overdraft will be reviewed further by the
Group’s principal bankers, Coutts & Co (“Coutts”), on 30 November 2018 but 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 Directors’ forecasts and projections, which make allowance for potential changes in its trading performance, show that
with the ongoing support of its shareholder 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.
DCD Media Plc
7 Financial statements for the year ended 31 December 2017
Group strategic report
Key Performance Indicators (KPIs)
Revenue from continuing operations (£m)
Continuing operating profit/(loss) from operations (£m)
Adjusted EBITDA (£m)
Adjusted profit before tax (£m)
Principal risks and uncertainties
Year ended
31 December
2017
Year ended
31 December
2016
10.2
0.5
0.8
0.8
8.2
(0.1)
0.8
0.8
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 £1.3m (2016: £2.2m) including certain
production related cash held to maintain the Group policy. The Group debt consists primarily of an overdraft, some
convertible debt and accrued management recharges due to Timeweave. Details of interest payable, funding and risk
mitigation are disclosed in notes 7, 15 and 17 to the consolidated financial statements.
Exchange rate risk
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
31 May 2018
DCD Media Plc
8 Financial statements for the year ended 31 December 2017
Group report of the Directors for the year ended 31 December 2017
The Directors present their report together with the audited financial statements for the year ended 31 December 2017.
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 4 to 8, which should be read in conjunction with
this report.
Results
The Group’s profit before taxation for the year ended 31 December 2017 was £0.5m (2016: loss of £0.1m). The result for
the year post-taxation was £0.4m (2016: £0.0m) and has been carried forward in reserves.
The Directors do not propose to recommend the payment of a dividend (2016: £nil).
Directors and their interests
At 31 December 2017
At 31 December 2016
Ordinary
shares of
£1 each
Deferred
shares of
£1 each
Ordinary
shares of
£1 each
Deferred
shares of
£1 each
N Davies Williams
D Craven
N McMyn
A Lindley
781
-
-
-
69,317
-
-
-
781
-
-
-
69,317
-
-
-
Mr Lindley and Mr McMyn are Non-Executive Directors. Biographies of the Company’s Directors can be found on page 13.
Other than as disclosed in note 21 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 30 May 2018, of the following material interests in the voting rights of the Company
under the provisions of the Disclosure and Transparency Rules:
Name
Timeweave Ltd
Lombard Odier Investment Managers
No. of £1 ordinary shares
1,818,377
664,728
%
71.55
26.16
Share capital
Details of share capital are disclosed in note 18 to the consolidated financial statements.
Employee 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.
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.
DCD Media Plc
9 Financial statements for the year ended 31 December 2017
Group report of the Directors for the year ended 31 December 2017
Financial instruments
Details of the use of financial instruments by the Company are contained in note 17 to 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 2017.
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
10 Financial statements for the year ended 31 December 2017
Group report of the Directors for the year ended 31 December 2017
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 consolidated 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 consolidated 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 18 to the consolidated financial
statements.
Resolutions at the Annual General Meeting
The Company’s AGM will be held on Wednesday 27 June 2018. 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 dis-apply pre-emption rights and to
purchase own shares.
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 (2016: £nil). No donations were made to any political party in either year.
DCD Media Plc
11 Financial statements for the year ended 31 December 2017
Group report of the Directors for the year ended 31 December 2017
Auditors
After the year end, SRLV Audit Limited was appointed as auditor. A resolution to re-appoint SRLV Audit Limited as the
Company’s auditors will be put forward at the AGM to be held on 27 June 2018.
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 31 May 2018 and signed on its behalf by:
D Craven
Executive Chairman and Chief Executive Officer
31 May 2018
DCD Media Plc
12 Financial statements for the year ended 31 December 2017
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 and licencing 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 of Tavistock Europe, 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. Neil was also appointed as Chief Financial
Officer of Ultimate Finance Group in July 2015. 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. Andrew was a Director of the Tote for the six years up to its sale in 2011 and spent five years
at Northern Foods plc before that.
DCD Media Plc
13 Financial statements for the year ended 31 December 2017
Independent auditor’s report to the members of DCD Media Plc
Opinion
We have audited the financial statements of DCD Media Plc (the ‘parent company’) and its subsidiaries (the ‘Group’) for
the year ended 31 December 2017 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, the statement of changes in equity and the notes to the parent company financial statements, including a
summary of significant accounting policies. 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 United Kingdom Accounting Standards, including Financial Reporting Standard
102 ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’ (United Kingdom
Generally Accepted Accounting Practice).
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 2017 and of the Group’s result for the year then ended;
the consolidated 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 United Kingdom
Generally Accepted Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the Group and the parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you
where:
•
the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is not
appropriate; or
the Directors have not disclosed in the financial statements any identified material uncertainties that may cast significant
doubt about the Group’s or the parent company’s ability to continue to adopt the going concern basis of accounting for
a period of at least twelve months from the date when the financial statements are authorised for issue.
•
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of
the financial statements of the current period and include the most significance in the audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)
identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on
the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list
of all risks identified by our audit.
Valuation of intangibles, rights and licences
In line with the Group’s accounting policy, management is required to perform an annual impairment assessment by
comparing the carrying value of intangible assets to the net present value of forecast future cash flows generated from the
underlying businesses (“Cash Generating Unit or CGU”) or specific cash flows (for programme rights).
Management has developed two separate models for this purpose, one to assess the carrying value of goodwill and trade
names, and the other to assess the carrying value of programme rights. At the year end, the Group held goodwill, trade
names and programme rights.
Our response
We reviewed the capitalisation policy adopted by management, the method of determining amortisation and management’s
impairment assessment, plus allocation of items to the consolidated income statement where matched to related income.
Goodwill is fully amortised. The trade names and programme rights were amortised in line with policies adopted by
management and the determination of discount factors utilised in management calculations supporting impairment
assessments were considered reasonable.
DCD Media Plc
14 Financial statements for the year ended 31 December 2017
Independent auditor’s report to the members of DCD Media Plc
Revenue recognition
Distribution revenue arises from the licensing of programme rights which have been obtained under distribution
agreements. Distribution revenue is recognised in the statement of comprehensive income on signature of the licence
agreement, and represents amounts receivable from such contracts. In line with the Group’s accounting policy, 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.
Our response
Revenue is recognised appropriately in line with the stated consolidated or parent company financial statements accounting
policy, IFRS requirements and the principles for revenue recognition contained within UK GAAP respectively.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the financial statements as a whole.
Based upon our professional judgement, we determined materiality for the financial statements as a whole as follows:
•
•
For the consolidated financial statements, overall materiality was £162,000 (2016 - £172,000). We calculated this
using 1.5% of revenue, including the revenue of discontinued operations (2016 – 2% of revenue).
For the parent company financial statements, overall materiality was £117,000 (2016 - £167,000). We calculated
this using 2% of total assets. In accordance with the ISA’s, we restricted parent company materiality.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across the components was between £6,000 and £162,000. Certain
components were audited to a local statutory audit materiality that was also less than our overall Group materiality.
We agreed with the audit committee that we would report to them misstatements identified during our audit above £8,000
(Group audit) (2016 - £9,000) £6,000 (parent company audit) (2016 - £8,000) as well as misstatements below those
amounts that, in our view, warranted reporting for qualitative reasons.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements, including those that required significant auditor consideration at the component and Group level. In particular,
we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain. As in all our audits, we also
addressed the risk of management override of internal controls, including estimates whether there was evidence of bias
by the Directors that represented a risk of material misstatement due to fraud. The Group engagement team performed all
of the audit procedures. Procedures were performed to address the risks identified and for the most significant assessed
risks of material misstatement. The procedures performed are outlined in the key audit matters section of this report.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the Directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
DCD Media Plc
15 Financial statements for the year ended 31 December 2017
Independent auditor’s report to the members of DCD Media Plc
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which 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.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement on page 11, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal
control as the Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
SRLV Audit Limited was appointed by the audit committee on 14 February 2018 to audit the financial statements for the
year ended 31 December 2017. SRLV Audit Limited is associated with the previous auditor, SRLV and therefore the total
uninterrupted period of engagement is six years, covering the periods ending 31 December 2012 to 31 December 2017.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent company
and we remain independent of the Group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
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 auditors' 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.
Marc Voulters (Senior Statutory Auditor)
for and on behalf of
SRLV Audit Limited
Chartered Accountants
Statutory Auditor
89 New Bond Street
London
W1S 1DA
31 May 2018
DCD Media Plc
16 Financial statements for the year ended 31 December 2017
Consolidated income statement for the year ended 31 December 2017
Revenue
Cost of sales
Impairment of programme rights
Gross profit
Administrative expenses:
- Other administrative expenses
- Amortisation of trade names
- Restructuring costs
Operating profit/(loss)
Finance costs
Profit/(loss) before taxation
Taxation
Profit/(loss) after taxation from continuing operations
(Loss)/profit on discontinued operations net of tax
Profit for the financial year
Profit attributable to:
Owners of the parent
Note
4
5,11
5,11
5
7
8
9
Year ended
31 December
2017
£’000
Year ended
31 December
2016
£’000
10,243
(7,708)
(13)
(7,721)
2,522
(1,792)
(209)
-
(2,001)
521
(2)
519
40
559
(137)
422
422
422
8,165
(5,642)
(9)
(5,651)
2,514
(1,914)
(419)
(287)
(2,620)
(106)
(24)
(130)
76
(54)
87
33
33
33
Earnings per share attributable to the equity holders of the Company during the year (expressed as pence per
share)
Basic profit/(loss) per share from continuing operations
Basic earnings per share from discontinued operations
Total basic profit per share
Diluted profit/(loss) per share from continuing operations
Diluted earnings per share from discontinued operations
Total diluted profit per share
9
10
9
10
22p
(5p)
17p
21p
(5p)
16p
(2p)
3p
1p
(2p)
3p
1p
The notes on pages 22 to 46 are an integral part of these consolidated financial statements.
DCD Media Plc
17 Financial statements for the year ended 31 December 2017
Consolidated statement of comprehensive income for the year ended 31 December 2017
Profit for the financial year
Other comprehensive income
Exchange gains arising on translation of foreign operations
Total other comprehensive income
Total comprehensive income
Total comprehensive income attributable to:
Owners of the parent
Year ended
31 December
2017
£’000
Year ended
31 December
2016
£’000
422
-
-
422
422
422
33
177
177
210
210
210
The notes on pages 22 to 46 are an integral part of these consolidated financial statements.
DCD Media Plc
18 Financial statements for the year ended 31 December 2017
Consolidated statement of financial position as at 31 December 2017
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Trade and other receivables
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Bank overdrafts
Other loans
Unsecured convertible loan
Trade and other payables
Taxation and social security
Obligations under finance leases
Non-current liabilities
Deferred tax liabilities
Total 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
Total equity
Note
11
11
12
13
13
24
24
15,17
15
14
14
15
16
18
18
Company number 03393610
As at
31 December
2017
£’000
As at
31 December
2016
£’000
1,017
19
35
64
1,135
10,937
1,323
12,260
13,395
-
-
(73)
(10,378)
(48)
-
(10,499)
-
-
(10,499)
2,896
12,272
51,215
1
-
(37)
(60,555)
2,896
2,896
1,017
265
94
224
1,600
8,975
2,628
11,603
13,203
(427)
(133)
(67)
(10,014)
(25)
(23)
(10,689)
(40)
(40)
(10,729)
2,474
12,272
51,215
1
-
(37)
(60,977)
2,474
2,474
The notes on pages 22 to 46 are an integral part of these consolidated financial statements.
The consolidated financial statements were approved and authorised for issue by the Board of Directors on 31 May 2018.
D Craven
Director
DCD Media Plc
19 Financial statements for the year ended 31 December 2017
Consolidated statement of cash flows for the year ended 31 December 2017
Cash flow from operating activities including discontinued operations
Year ended
31 December
2017
£’000
Year ended
31 December
2016
£’000
12
11
7
13
14
12
12
11
Net profit/(loss) before taxation
Adjustments for:
Depreciation of tangible assets
Amortisation and impairment of intangible assets
Net bank and other interest charges
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 profit before taxation
Adjustments for:
Loss/(profit) on discontinued operations
Net cash flows before changes in working capital
Cash from discontinued operations
Cash from operations
Interest paid
Net cash flows from operating activities
Investing activities
Sale of property, plant and equipment
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
24
The notes on pages 22 to 46 are an integral part of these consolidated financial statements.
382
47
246
2
677
-
(1,793)
387
(729)
(137)
137
-
-
(729)
(2)
(731)
13
(4)
-
9
(23)
(133)
-
(156)
(878)
2,201
1,323
(43)
37
676
24
694
5
(652)
1,257
1,304
87
(87)
-
-
1,304
(25)
1,279
-
(63)
(196)
(259)
(10)
(61)
71
-
1,020
1,181
2,201
DCD Media Plc
20 Financial statements for the year ended 31 December 2017
Consolidated statement of changes in equity for the year ended 31 December 2017
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 2015 12,272
51,215
Profit and total comprehensive
income for the year
Exchange differences on
translating foreign operations
Movement between reserves
-
-
-
-
-
-
Balance at 31 December 2016 12,272
51,215
Profit and total comprehensive
income for the year
-
-
Balance at 31 December 2017 12,272
51,215
1
-
-
-
1
-
1
(177)
(37)
(60,800)
2,474
32
2,506
-
(33)
210
-
-
-
-
-
-
33
-
(210)
33
(33)
-
(37)
(60,977)
2,474
-
422
422
(37)
(60,555)
2,896
(32)
-
-
-
-
-
1
(33)
-
2,474
422
2,896
DCD Media Plc
21 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
During the year, the principal activity of DCD Media Plc and subsidiaries (the Group) was the worldwide distribution of
programmes for television and other media; the Group also distributes programmes on behalf of other independent
producers.
DCD Media Plc is the Group's ultimate parent company, and it is incorporated and registered in England and Wales. 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. Amounts are presented in rounded thousands. The accounts have been drawn up to the
date of 31 December 2017.
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 performance section of the Strategic Report. In addition, note 17 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
£0.15m (£0.175m at 31 December 2017) 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 30 November 2018. The Directors have a
reasonable expectation that an overdraft facility will continue to be available to the Group for the foreseeable future and
beyond the current extension period.
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.
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
22 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
1
Principal accounting policies (continued)
Changes in accounting policies
A number of amendments to standards issued by IASB become effective from 1 January 2017. These have been reviewed
and no adjustments deemed necessary. Those becoming effective from 1 January 2018 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.
Application of new and revised International Financial Reporting Standards (IFRSs)
New and revised IFRSs in issue but not yet effective
The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:
Standard
Description
IFRS 9 Financial Instruments
IFRS 17 Insurance Contracts
IAS 28 Investments in Associates
and Joint Ventures
IFRS 15 Revenue from Contracts
with Customers
IFRS 16 Leases
Amendments regarding prepayment features with
negative compensation and modifications of financial
liabilities
Original issue
Amendments regarding long-term interests in associates
and joint ventures
Clarifications to IFRS 15
Relates to measurement, presentation and disclosure of
leases
Issued
date
Effective
date
Oct-17
Jan-19
May-17
Oct-17
Jan-21
Jan-19
Apr-16
Jan-18
Jan-16
Jan-19
No early adoption has been taken up where permitted on any of the above revisions, amendments and original issue
IFRSs.
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.
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 2017. 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.
DCD Media Plc
23 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
1
Principal accounting policies (continued)
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.
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.
DCD Media Plc
24 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
1
Principal accounting policies (continued)
Programme rights (continued)
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.
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
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.
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
25 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
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.
DCD Media Plc
26 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
1
Principal accounting policies (continued)
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 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.
DCD Media Plc
27 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
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 19, 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.
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 £1.0m. 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 £0.0m. 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 DCD Rights.
• Production - This division is involved in the production of television content.
• Post-Production – This division is involved in post-production and contains Sequence Post.
DCD Media Plc
28 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
3
Segment information (continued)
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:
2017 Segmental analysis – income statement
n
o
i
t
c
u
d
o
r
P
d
n
a
s
t
h
g
R
i
g
n
i
s
n
e
c
i
L
t
s
o
P
n
o
i
t
c
u
d
o
r
P
r
e
h
t
O
7
1
0
2
l
a
t
o
T
£’000
£’000
£’000
£’000
£’000
Total revenue
Inter-segmental revenue
Total revenue from external customers
409
(91)
318
9,925
-
9,925
349
-
349
65
(65)
-
Discontinued operations
-
-
(349)
Group’s revenue per consolidated statement of
comprehensive income
318
9,925
-
-
-
10,748
(156)
10,592
(349)
10,243
Operating (loss)/profit before tax – continuing operations
Operating loss before tax – discontinued operations
(194)
-
1,155
-
-
(137)
(440)
-
521
(137)
Operating (loss)/profit before interest and tax
(194)
1,155
(137)
(440)
Amortisation of programme rights
Impairment of programme rights
Amortisation of goodwill and trade names
Depreciation
Segmental EBITDA
Continuing adjusted EBITDA
Discontinued adjusted EBITDA
Net finance expense
Depreciation
24
10
-
-
(160)
(160)
-
(10)
-
-
-
-
34
1,189
1,189
-
-
(34)
-
-
-
13
(124)
-
(124)
-
(13)
-
3
209
-
(228)
(228)
-
8
-
Segmental adjusted (loss)/profit before tax
(170)
1,155
(137)
(220)
Continuing segmental adjusted (loss)/profit before tax
Discontinuing segmental adjusted (loss)/profit before tax
(170)
-
1,155
-
-
(137)
(220)
-
384
24
13
209
47
677
801
(124)
(2)
(47)
628
765
(137)
DCD Media Plc
29 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
3
Segment information (continued)
2017 Segmental analysis – financial position
Non-current assets
Reportable segment assets
Goodwill
Total Group assets
n
o
i
t
c
u
d
o
r
P
d
n
a
s
t
h
g
R
i
g
n
i
s
n
e
c
i
L
t
s
o
P
n
o
i
t
c
u
d
o
r
P
r
e
h
t
O
7
1
0
2
l
a
t
o
T
£’000
£’000
£’000
£’000
£’000
-
35
128
12,049
393
624
521
12,673
-
42
-
42
-
35
159
12,378
-
1,017
159
13,395
Reportable segment liabilities
(56)
(9,338)
(62)
(970)
(10,426)
Loans and borrowings
Total Group liabilities
2016 Segmental analysis – income statement
Total revenue
Inter-segmental revenue
Total revenue from external customers
-
-
-
(73)
(73)
(56)
(9,338)
(62)
(1,043)
(10,499)
n
o
i
t
c
u
d
o
r
P
d
n
a
s
t
h
g
R
i
g
n
i
s
n
e
c
i
L
t
s
o
P
n
o
i
t
c
u
d
o
r
P
r
e
h
t
O
6
1
0
2
l
a
t
o
T
£’000
£’000
£’000
£’000
£’000
703
(147)
556
7,558
-
7,558
455
(23)
432
105
(54)
51
8,821
(224)
8,597
Discontinued operations
-
-
(432)
-
(432)
Group’s revenue per consolidated statement of
comprehensive income
556
7,558
Operating (loss)/profit before tax – continuing operations
Operating profit 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
Depreciation
Segmental EBITDA
Restructuring expense
Segmental adjusted EBITDA
Net finance income/(expense)
Depreciation
Segmental adjusted profit/(loss) before tax
Continuing segmental adjusted (loss)/profit before tax
Discontinuing segmental adjusted (loss)/profit before tax
(750)
-
(750)
(196)
248
9
419
-
655
-
655
-
-
-
-
27
(270)
682
287
-
17
3
-
20
20
-
682
(2)
(27)
653
653
-
-
(9)
-
(9)
-
-
-
-
9
-
-
-
-
(9)
(9)
-
(9)
51
8,165
(11)
96
(115)
96
85
(19)
-
-
-
-
1
86
-
86
(25)
(1)
60
60
-
(196)
248
9
419
37
498
287
785
(24)
(37)
724
733
(9)
DCD Media Plc
30 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
3
Segment information (continued)
2016 Segmental analysis – financial position
Non-current assets
Reportable segment assets
Goodwill
Trade-names
Total Group assets
n
o
i
t
c
u
d
o
r
P
d
n
a
s
t
h
g
R
i
g
n
i
s
n
e
c
i
L
t
s
o
P
n
o
i
t
c
u
d
o
r
P
r
e
h
t
O
6
1
0
2
l
a
t
o
T
£’000
£’000
£’000
£’000
£’000
-
46
571
11,179
393
209
624
-
21
83
-
-
27
94
144
11,977
-
-
1,017
209
1,173
11,803
83
144
13,203
Reportable segment liabilities
(361)
(9,060)
(33)
(1,019)
(10,473)
Loans and borrowings
Deferred tax liabilities
Total Group liabilities
4 Revenue
(126)
(40)
(23)
-
-
-
(67)
-
(216)
(40)
(527)
(9,083)
(33)
(1,086)
(10,729)
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
2017
£’000
Year ended
31 December
2016
£’000
1,286
1,458
1,857
5,642
10,243
1,252
5,053
1,345
515
8,165
Due to the significant change in the way in which television programming can be viewed, more towards streaming video
on demand (SVOD) platforms, deals are becoming increasingly multi-territory ones. This has resulted in many sales being
classed as “Rest of the World” where previously they would have been more easily assessed under one of the other
categories.
DCD Media Plc
31 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
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 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 - trade names amortisation in administrative expenses (note 11)
Property, plant and equipment (note 12)
Staff costs (note 6)
Restructuring costs (see below)
Year ended
31 December
2017
£’000
Year ended
31 December
2016
£’000
25
25
250
(268)
24
13
209
47
1,204
-
25
37
151
(535)
248
9
419
37
1,394
287
In 2016, restructuring costs arise from wages for staff who are now redundant and the corresponding redundancy charges
made within the production side of the business that is now closed. Other restructuring costs included non-recurring
expenses in relation to production activity that will no longer be incurred going forward.
6
Directors and employees
Staff costs during the year, including Directors, were as follows:
Wages and salaries
Social security costs
Other pension costs (note 22)
Redundancy costs
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
2017
£’000
Year ended
31 December
2016
£’000
1,070
120
26
5
1,221
1,145
120
6
123
1,394
Year ended
31 December
2017
No.
Year ended
31 December
2016
No.
13
-
4
5
22
12
2
4
4
22
DCD Media Plc
32 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
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:
D Craven
N Davies Williams
N McMyn
A Lindley
D Green*
D Craven
N Davies Williams
N McMyn
A Lindley
Emoluments
£'000
Pension
Contributions
£'000
100
169
24
-
293
-
19
-
-
19
Emoluments
£'000
Pension
Contributions
£'000
-
75
160
32
5
272
-
-
1
-
-
1
Money value
of non-cash
benefits
received
£'000
-
12
-
-
12
Money value
of non-cash
benefits
received
£'000
-
-
11
-
-
11
2017
Total
£'000
100
200
24
-
324
2016
Total
£'000
-
75
172
32
5
284
* David Green resigned from the board on 18 August 2016
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 2017 was 3,218 (2016: 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. None of the hurdles were met and the options have now lapsed.
7
Finance costs
Bank overdraft
Convertible loan interest charge
Other interest charges
Year ended
31 December
2017
£’000
Year ended
31 December
2016
£’000
7
5
(10)
2
16
5
3
24
DCD Media Plc
33 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
8
Taxation on ordinary activities
Recognised in the statement of comprehensive income:
Current tax (expense)/credit:
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:
Profit/(loss) on ordinary activities – continuing operations
(Loss)/profit on ordinary activities – discontinued operations
Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in
the UK of 19.00% (2016: 19.25%)
Effects of:
Expenses not deductible for tax purposes (amortisation and impairment of
intangibles)
Brought forward losses utilised
Depreciation in excess of capital allowances
Rate differential on foreign taxes
Total tax charge/(credit)
Year ended
31 December
2017
£’000
Year ended
31 December
2016
£’000
-
-
-
40
40
-
(10)
(10)
86
76
Year ended
31 December
2017
£’000
Year ended
31 December
2016
£’000
519
(137)
382
73
90
(191)
(12)
-
(40)
(130)
87
(43)
(8)
114
(180)
7
(9)
(76)
A deferred tax asset of approximately £2.3m (2016: £2.5m) arising principally from losses in the Group 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 2017 tax rate of 19% (2016 asset based on a rate of 19%).
9
Discontinued operations
During 2017, the Board made the decision to cease trading within Sequence Post Ltd. The business had been loss making
and following a notification to increase rental charges the business was no longer viable. The staff were made redundant
in November 2017 and it is the Board’s intention to strike the company off by 31 December 2018.
Result of discontinued operations
Loss from discontinued operations before tax
Tax expense
Loss from discontinued operations after tax
Year ended
31 December
2017
£’000
Year ended
31 December
2016
£’000
(137)
-
(137)
(9)
-
(9)
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 and it was subsequently struck off the register on 9 January 2018.
DCD Media Plc
34 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
9
Discontinued operations (continued)
Result of discontinued operations
Profit from discontinued operations before tax
Tax expense
Profit from discontinued operations after tax
(Loss)/profit on discontinued operations
Basic earnings per share (pence)
Year ended
31 December
2017
£’000
Year ended
31 December
2016
£’000
-
-
-
96
-
96
Year ended
31 December
2017
£’000
Year ended
31 December
2016
£’000
(137)
(5p)
87
3p
Diluted earnings per share would remain at a loss of 5 pence (2016: remains at a profit of 3 pence) were convertible loan
balances held at the year-end converted at their respective conversion prices.
10 Earnings per share
The calculation of the basic profit per share is based on the profit attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the year. The calculation of diluted profit per share is based on the
basic profit 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
2017
Per share
amount
pence
Profit
£'000
Weighted
average
number of
shares
2016
Per share
amount
pence
Profit
£'000
Basic and diluted profit per share
Profit attributable to ordinary shareholders
422 2,541,419
17
33
2,541,419
1
If convertible loan balances held at the year-end were converted at their respective conversion prices the number of shares
issued would be 2,614,288 (2016: 2,608,890 shares if all the convertible loan balances held at the prior year end had been
converted at their respective conversion prices). Diluted earnings per share would decrease to 16 pence were this
transaction to take place. Prior year figures have not been restated as there would be no change to the prior year numbers
due to the small profit made.
DCD Media Plc
35 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
11 Goodwill and intangible assets
Cost
At 1 January 2016
Additions
At 31 December 2016
At 1 January 2017
Additions
At 31 December 2017
Amortisation and impairment
At 1 January 2016
Goodwill
£'000
Trade
Names
£'000
Programme
Rights
£'000
Total
£'000
17,388
-
8,036
-
36,750
196
62,174
196
17,388
8,036
36,946
62,370
17,388
-
8,036
-
36,946
-
62,370
-
17,388
8,036
36,946
62,370
16,371
7,408
36,633
60,412
Amortisation provided in year in cost of sales
Impairment provided in year in cost of sales
Amortisation provided in year in administrative expenses
-
-
-
-
-
419
248
9
-
248
9
419
At 31 December 2016
At 1 January 2017
16,371
7,827
36,890
61,088
16,371
7,827
36,890
61,088
Amortisation provided in year in cost of sales
Impairment provided in year in cost of sales
Amortisation provided in year in administrative expenses
-
-
-
-
-
209
24
13
-
24
13
209
At 31 December 2017
Net book value
At 31 December 2017
At 31 December 2016
Goodwill and trade names
16,371
8,036
36,927
61,334
1,017
1,017
-
209
19
56
1,036
1,282
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
2017
£’000
31 December
2016
£’000
624
393
624
393
1,017
1,017
DCD Media Plc
36 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
11 Goodwill and intangible assets (continued)
Goodwill and trade names (continued)
Segment (note 3)
Trade name carrying amount
31 December
2017
£’000
31 December
2016
£’000
Cash generating units (CGU):
September Films Ltd
Production
-
-
209
209
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 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 2019. The forecasts are then extrapolated for a further five years using
models that estimate the distribution income profile of the GGU’s library. 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
2017
£’000
31 December
2016
£’000
-
-
-
-
Trade names
Segment
(note 3)
Amortisation charge
Impairment charge
31 December
2017
£’000
31 December
2016
£’000
31 December
2017
£’000
31 December
2016
£’000
Cash generating units (CGU):
September Films Ltd
Production
209
209
419
419
-
-
-
-
The key assumption used for value in use calculations is the discount factor applied to the forecasts.
The rate used to discount the forecast cash flows is 6.9% for all CGUs. If the discount rates used were increased by 3%
to 9.9%, the carrying value of goodwill would still not be impaired.
DCD Media Plc
37 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
11 Goodwill and intangible assets (continued)
Cash generating units (CGU):
DCD Rights Ltd
September Films Ltd
Programme rights
Discount factor
31 December
2017
%
31 December
2016
%
6.9
6.9
4.9
4.9
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 6.9%. 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 or decreased by 3% to 9.9% or 3.9% the change in carrying value would not be
a material amount.
12 Property, plant and equipment
Cost
At 1 January 2016
Additions
Disposals
At 31 December 2016
At 1 January 2017
Additions
Disposals
At 31 December 2017
Depreciation
At 1 January 2016
Provided in year
Disposals
At 31 December 2016
At 1 January 2017
Provided in year
Disposals
At 31 December 2017
Net book value
At 31 December 2017
At 31 December 2016
Office and
technical
equipment
£'000
Motor
vehicles
£'000
449
63
(246)
266
266
4
(164)
106
412
27
(246)
193
193
42
(164)
71
35
73
48
-
-
48
48
-
(48)
-
17
10
-
27
27
5
(32)
-
-
21
Total
£'000
497
63
(246)
314
314
4
(212)
106
429
37
(246)
220
220
47
(196)
71
35
94
The net book value of property, plant and equipment includes an amount of £nil (2016: £21,221) in respect of assets held
under finance leases and hire purchase contracts. The related depreciation charge on these assets for the year was £4,874
(2016: £10,008).
DCD Media Plc
38 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
13 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 21)
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
2017
£’000
31 December
2016
£’000
6
58
64
147
77
224
31 December
2017
£’000
31 December
2016
£’000
5,109
-
5,109
58
737
413
4,620
10,937
5,846
3,800
(11)
3,789
340
736
902
3,208
8,975
4,525
The average credit period taken on sales of goods is 185 days (2016: 168 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
£nil (2016: £11k). 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.
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
31 December
2017
£’000
31 December
2016
£’000
1,758
1,686
419
220
92
2,626
5,115
5,109
6
5,115
596
185
8
1,461
3,936
3,789
147
3,936
DCD Media Plc
39 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
14 Trade and other payables
Trade payables
Other payables
Accruals and deferred income
Taxation and social security
Amount owed to related parties (note 21)
31 December
2017
£’000
31 December
2016
£’000
221
600
8,330
48
1,227
697
339
6,811
25
2,167
Total trade and other payables
Total financial liabilities, excluding loans and borrowings, classified as
financial liability measured at amortised cost
10,426
10,039
821
1,036
15
Interest bearing loans and borrowings
Due within one year
Bank overdraft (secured)
Convertible debt (unsecured)
Amount owed to related parties (note 21)
Obligations under finance leases
31 December
2017
£’000
31 December
2016
£’000
-
73
-
-
73
427
67
133
23
650
The principal terms and the debt repayment schedule for the Group’s loans and borrowings are as follows as at 31
December 2017:
Bank overdraft (secured)
Convertible debt (unsecured)
Bank borrowings
Currency Nominal rate %
Sterling
Sterling
3.5 over Base
Rate
8.0
Year of
maturity
2018
2018
The bank overdraft has been extended to 30 November 2018, 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.
DCD Media Plc
40 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
16 Deferred tax liabilities
Deferred tax liabilities are attributable to the following:
Intangible assets
Net tax liabilities
Liabilities
Net
31 December
2017
£'000
31 December
2016
£'000
31 December
2017
£'000
31 December
2016
£'000
-
-
40
40
-
-
40
40
A deferred tax asset of £2.3m, arising principally from losses in the Group of £12.1m, has not been recognised (2016:
£2.5m and £13.1m). 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 in the relevant
entities to make use of these losses.
Movement in deferred tax during the year:
Intangible assets
Tax value of temporary difference
17 Financial risk management
Financial risk factors
1 January
2017
£'000
Recognised in
income
£'000
31 December
2017
£'000
40
40
40
40
-
-
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 working capital. 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.
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.
DCD Media Plc
41 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
17 Financial risk management (continued)
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 2017 and
31 December 2016 was as follows:
US dollar
Euros
Other
Total assets/(liabilities)
Assets
Liabilities
31 December
2017
£'000
31 December
2016
£'000
31 December
2017
£'000
31 December
2016
£'000
3,788
429
398
4,615
3,644
444
175
4,263
(11)
(10)
-
(21)
(12)
(33)
-
(45)
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.
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 points higher than those actually incurred. The effect of such a change would
be to decrease the profit before tax for the year by £1,000 (2016: loss of £9,000).
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.
DCD Media Plc
42 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
17 Financial risk management (continued)
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
1-3
months
£'000
3-12
months
£'000
1-5 years
£'000
More than
5 years
£'000
n/a
8.0%
n/a
3.5%
282
-
-
-
-
-
-
-
-
39
34
-
-
-
-
-
-
-
-
-
Total
£'000
282
39
34
-
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
6.7%
n/a
8.0%
n/a
10.0%
1
807
-
-
-
3.5%
427
2
-
-
-
94
-
20
-
39
28
39
-
-
-
-
-
-
-
-
-
-
-
-
-
23
807
39
28
133
427
31 December 2017
Fixed rate
Trade payables
Convertible debt
Interest on
convertible debt
Floating rate
Bank overdrafts
31 December 2016
Fixed rate
Finance lease
obligations
Trade payables
Convertible debt
Interest on
convertible debt
Other debt
Floating rate
Bank overdrafts
DCD Media Plc
43 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
18 Share capital
Share capital
Share premium
Issued capital comprises:
Allotted, called up and fully paid
31 December
2017
£'000
31 December
2016
£'000
12,272
51,215
63,487
12,272
51,215
63,487
31 December
2017
£'000
31 December
2016
£'000
2,541,419 ordinary shares of £1 each (2016: 2,541,419 ordinary shares of £1 each)
9,730,514 deferred shares of £1 each (2016: 9,730,514 deferred shares of £1 each)
2,541
9,731
2,541
9,731
12,272
12,272
Fully paid ordinary shares:
Ordinary shares have full voting, dividend and capital distribution rights attached to them.
Number of
shares
Share capital
£'000
Share
premium
£'000
Balance at 1 January 2017 and 31 December 2017
12,271,933
12,272
51,215
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.
19 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.
DCD Media Plc
44 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
19
Contingent liabilities – sale and leaseback agreements (continued)
The liabilities from these agreements are as follows:
As at 31 December 2017
As at 31 December 2016
20 Capital commitments
Due within 1
year
£'000
Due within 2
to 5 years
£'000
Due after 5
years
£'000
-
771
-
-
-
-
Total
£'000
-
771
There were no capital commitments at 31 December 2017 or 31 December 2016.
21 Transactions with directors and other related parties
Loans to Directors
At 31 December 2017 and 2016 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
2017
£'000
2016
£'000 Description
Timeweave Ltd
D Craven
215
210
Provision of director, finance and management
services
The balances outstanding at the year-end were as follows:
Company
Director
Amount payable
2017
£'000
2016
£'000 Description
Timeweave Ltd
D Craven
858
828
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 2017, DCD Rights Ltd was owed £412,554 from
Timeweave Ltd (31 December 2016: £901,706) and owed £369,577 to Timeweave Ltd (31 December 2016: £1,339,106).
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. At 31 December 2017 the loan had been fully repaid with nothing outstanding
(31 December 2016: £132,582 outstanding).
Compensation of key management personnel of the Group
Short-term employee benefits
Termination payments
Pension benefits
31 December
2017
£'000
31 December
2016
£'000
495
2
20
517
572
-
4
576
Only directors and employees who attend the monthly executive meetings are deemed to be key management personnel.
DCD Media Plc
45 Financial statements for the year ended 31 December 2017
Notes to the consolidated financial statements for the year ended 31 December 2017
21 Transactions with directors and other related parties (continued)
The principal operating subsidiary companies are listed below:
Subsidiary
Country of incorporation % owned
Nature of business
DCD Rights Ltd
September Films Ltd
Sequence Post Ltd
Rize Television Ltd
England & Wales
England & Wales
England & Wales
England & Wales
100%
100%
100%
100%
Distribution of programme rights
Production of programmes for television
Post production
Production of programmes for television
22 Retirement benefit schemes
The Group contributed to the personal pension plans of 18 employees in 2017 (2016: 18). Contributions in the year
amounted to £25,546 (2016: £5,796).
23 Operating lease rental commitments
The Group maintains property, plant and equipment on operating leases.
The total future value of minimum lease payments are due as follows:
Not later than one year
Later than one year and not later than five years
24 Notes supporting the cash flow statement
Cash and cash equivalents for the purposes of the cash flow statement comprises:
Cash available on demand
Overdraft
31 December
2017
£'000
31 December
2016
£'000
144
313
457
209
429
638
31 December
2017
£'000
31 December
2016
£'000
1,323
-
1,323
2,628
(427)
2,201
25 Ultimate parent company and ultimate controlling party
The immediate parent company is Timeweave Ltd, registered in England and Wales. The smallest and largest group that
consolidates the results of the Company is Mayfair Capital Investments UK Ltd, registered in Scotland. The results of
Mayfair Capital Investments UK Ltd can be obtained from Companies House website at www.companieshouse.gov.uk .
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 Ltd and Colter Ltd, a company incorporated in the
Bahamas. The Directors consider Mayfair Capital Investments Ltd, a company incorporated in the Bahamas to be the
ultimate parent company.
DCD Media Plc
46 Financial statements for the year ended 31 December 2017
Parent company balance sheet as at 31 December 2017
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
Total assets
Creditors: amounts falling due within one year
Total liabilities
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
Company number 03393610
As at
31 December
2017
£’000
As at
31 December
2016
£’000
Note
3
4
5
6
6
7
9
-
-
1,675
58
1,733
1,494
41
1,535
3,268
-
-
3,876
76
3,952
1,309
-
1,309
5,261
(1,650)
(3,425)
(1,650)
(3,425)
1,618
1,836
12,272
51,215
1
(37)
(61,833)
12,272
51,215
1
(37)
(61,615)
1,618
1,836
The notes on pages 49 to 54 are an integral part of these parent company financial statements.
The parent company financial statements were approved and authorised for issue by the Board of Directors on 31 May
2018.
D Craven
Director
DCD Media Plc
47 Financial statements for the year ended 31 December 2017
Parent company statement of changes in equity for the year ended 31 December 2017
Share
capital
£’000
Share premium
Equity element of
convertible loan
Own shares
held
Retained earnings
Total equity
£’000
£’000
£’000
£’000
£’000
Balance at 31 December 2015
12,272
51,215
Loss and total comprehensive income for the year
-
-
Balance at 31 December 2016
12,272
51,215
Loss and total comprehensive income for the year
-
-
Balance at 31 December 2017
12,272
51,215
1
-
1
-
1
(37)
(61,258)
-
(357)
(37)
(61,615)
-
(218)
(37)
(61,833)
2,193
(357)
1,836
(218)
1,618
DCD Media Plc
48 Financial statements for the year ended 31 December 2017
Notes to the parent company financial statements for the year ended 31 December 2017
During the year, the principal activity of DCD Media Plc was that of a parent company.
DCD Media Plc is the Group's ultimate parent company, and it is incorporated and registered in England and Wales. 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 financial statements are presented in Pounds Sterling (£), which is also the functional currency of the
Company. Amounts are presented in rounded thousands. The accounts have been drawn up to the date of 31 December
2017.
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 17 to 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 consolidated financial
statements for more detail. The Company has taken advantage of the reduced disclosure requirements to not prepare a
statement of cash flows in line with FRS 102 paragraph 1.11 and 1.12.
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.
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
Pension costs were paid for no employees during the year (2016: one). Pension costs are charged against profits when
they are 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.
Equity
See relevant accounting policy of the consolidated financial statements.
DCD Media Plc
49 Financial statements for the year ended 31 December 2017
Notes to the parent company financial statements for the year ended 31 December 2017
1
Principal accounting policies (continued)
Revenue and attributable profit
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.
All revenue excludes value added tax.
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 408 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 £218,000 (2016: loss of £357,000). The result
for the year includes £25,000 for the audit of the Company as parent of the DCD Media Plc group (2016: £25,000).
DCD Media Plc
50 Financial statements for the year ended 31 December 2017
Notes to the parent company financial statements for the year ended 31 December 2017
3
Intangible assets
Cost
At 1 January 2017
Additions
At 31 December 2017
Amortisation and impairment
At 1 January 2017
Additions
Provided in year
At 31 December 2017
Net book value
At 31 December 2017
At 31 December 2016
4
Property, plant and equipment
Cost
At 1 January 2017
Disposals
At 31 December 2017
Depreciation
At 1 January 2017
Disposals
At 31 December 2017
Net book value
At 31 December 2017
At 31 December 2016
5
Fixed asset investments
Cost
At 1 January 2017 and 31 December 2017
Accumulated amortisation
At 1 January 2017
Provided in year
At 31 December 2017
Net book value
At 31 December 2017
At 31 December 2016
Programme Rights
£'000
320
5,749
6,069
320
5,746
3
6,069
-
-
Office and technical equipment
£'000
32
(32)
-
32
(32)
-
-
-
Shares in subsidiary
undertakings
£’000
25,294
21,418
2,201
23,619
1,675
3,876
DCD Media Plc
51 Financial statements for the year ended 31 December 2017
Notes to the parent company financial statements for the year ended 31 December 2017
5
Fixed asset investments (continued)
All shares held in subsidiary undertakings are ordinary shares with full voting, dividend and distribution rights.
The principal operating subsidiary companies are listed below. All are 100% owned:
Company name
Place of
incorporation
Principal activity
DCD Rights Ltd
September Films Ltd
Sequence Post Ltd
Rize Television Ltd
England & Wales
England & Wales
England & Wales
England & Wales
Distribution of programme rights
Production of programmes for television
Post production
Production of programmes for television
Net
assets
£’000
(266)
310
(775)
248
Profit/(loss)
for year
£’000
371
292
(137)
(3)
All companies within the group have their registered office at 9th Floor, Winchester House, 259 - 269 Old Marylebone
Road, London, NW1 5RA. This is the principal place of business for all companies apart from Sequence Post Ltd which
was at 6A Middleton Place, London, W1W 7TE.
DCD Rights Ltd sell programme rights worldwide to all media.
September Films Ltd and Rize Television Ltd are involved with the production of programmes for television and other
media.
Sequence Post Ltd is involved in post-production. In November 2017 Sequence Post ceased trading as outlined in the
group notes above and will be wound up in 2018.
All the subsidiary companies are registered in England and Wales.
6
Trade and other receivables
Non-current assets
Other debtors
Current assets
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
Accruals and deferred income
31 December
2017
£'000
31 December
2016
£'000
58
76
31 December
2017
£'000
31 December
2016
£'000
1,434
22
21
17
1,494
1,241
26
23
19
1,309
31 December
2017
£'000
31 December
2016
£'000
-
73
10
625
858
84
1,650
10
67
28
2,357
828
135
3,425
DCD Media Plc
52 Financial statements for the year ended 31 December 2017
Notes to the parent company financial statements for the year ended 31 December 2017
8
Bank and other borrowings
Due within one year or on demand
Bank overdrafts - secured (a)
Convertible loan notes (b)
Total borrowings
31 December
2017
£'000
31 December
2016
£'000
-
73
73
10
67
77
a) The Group's day-to-day operations are funded from cash generated from trading and the use of a net overdraft facility
of £0.15m (£0.35m gross) at 31 December 2017. The facility is repayable on demand. At the time of signing the
accounts the facility has been extended by its principal bankers until 30 November 2018. The Directors have a
reasonable expectation that an overdraft facility will continue to be available to the Group for the foreseeable future
and beyond the current extension period.
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.
9
Share capital
See note 18 to the consolidated financial statements.
10 Financial instruments
Financial assets
Financial assets that are debt instruments measured at amortised cost
Financial liabilities
Financial liabilities measured at amortised cost
31 December
2017
£'000
31 December
2016
£'000
1,494
1,494
1,650
1,650
1,092
1,092
3,424
3,424
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.
11 Pension costs
During the year the Company made no contributions towards a personal pension scheme (2016: contributions of £0.4k to
one employee’s personal pension scheme were made).
12
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 charged
2016
£'000 Description
2017
£'000
Timeweave Ltd
D Craven
215
210
Provision of director, finance and
management services
At 31 December 2017, £858,290 was due to Timeweave Ltd (2016: £828,352).
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.
DCD Media Plc
53 Financial statements for the year ended 31 December 2017
Notes to the parent company financial statements for the year ended 31 December 2017
13 Ultimate parent company and ultimate controlling party
The immediate parent company is Timeweave Ltd, registered in England and Wales. The smallest and largest group that
consolidates the results of the Company is Mayfair Capital Investments UK Ltd, registered in Scotland. The results of
Mayfair Capital Investments UK Ltd can be obtained from Companies House website at www.companieshouse.gov.uk .
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 Ltd and Colter Ltd, a company incorporated in the
Bahamas. The Directors consider Mayfair Capital Investments Ltd, a company incorporated in the Bahamas to be the
ultimate parent company.
DCD Media Plc
54 Financial statements for the year ended 31 December 2017
Corporate information
Company secretary and registered offices
Registrars
Link Asset Services Ltd
The Registry
34 Beckenham Road
Beckenham
BR3 4TU
www.linkassetservices.com
Auditor
SRLV Audit Limited
89 New Bond Street
London
W1S 1DA
www.srlv.co.uk
Solicitors
Dickson Minto WS
16 Charlotte Square
Edinburgh
EH2 4DF
www.dicksonminto.com
Andrew Lindley
9th Floor, Winchester House,
259 - 269 Old Marylebone Road,
London, NW1 5RA
Nominated Adviser
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
55 Financial statements for the year ended 31 December 2017