Company registration number 06427596 (England and Wales)
VICE UK TV LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
VICE UK TV LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
VICE UK TV LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
7
11,917
24,916
Current assets
Debtors
8
26,052,404
19,040,044
Creditors: amounts falling due within one year
9
(26,968,185)
(23,105,026)
Net current liabilities
(915,781)
(4,064,982)
Net liabilities
(903,864)
(4,040,066)
Capital and reserves
Called up share capital
10
1
1
Profit and loss reserves
(903,865)
(4,040,067)
Total equity
(903,864)
(4,040,066)

The notes on pages 3 to 10 form part of these financial statements.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 27 February 2024 and are signed on its behalf by:
Bruce  Dixon
Director
Company registration number 06427596 (England and Wales)
VICE UK TV LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2021
1
(2,433,257)
(2,433,256)
Year ended 31 December 2021:
Loss and total comprehensive income
-
(1,606,810)
(1,606,810)
Balance at 31 December 2021
1
(4,040,067)
(4,040,066)
Year ended 31 December 2022:
Profit and total comprehensive income
-
3,136,202
3,136,202
Balance at 31 December 2022
1
(903,865)
(903,864)
VICE UK TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
1
Accounting policies
Company information

Vice UK TV Limited is a private company limited by shares incorporated in England and Wales. The registered office is 110-122 New North Place, London, EC2A 4JA.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.

 

The principal accounting policies adopted are set out below.

 

1.2
Going concern

The Company's business activities are discussed in the Directors' Report on page 1.true

 

The decision has been made not to look for further business for this entity and the intention is to liquidate the company within 12 months from the date of signing the financial statements for the year ended 31 December 2022. The company does not have any external debt financing arrangements or restrictive covenants.

 

Accordingly, the financial statements are prepared on a basis other than a going concern. No adjustments were required as a result of preparing the accounts on a basis other than going concern.

1.3
Turnover

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

 

Turnover from the rendering of services comprises advertising revenues, revenue for the provision of TV catch up services and fixed fees. Revenue from these income streams is recognised as follows:

 

a. Subscription revenue is recognised when the underlying usage occurs based on fee per subscriber.

b. Advertising revenue is recognised on a pro-rata basis over the broadcasted period.

c. Licensing revenue is recognised on a straight-line basis over the period which it relates to.

d. Sale of local content revenue is recognised once the content is provided.

1.4
Intangible fixed assets

Intangible fixed assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life.

 

The estimated useful lives range as follows:

TV Content
2 years from telecast date
Software
3 years
VICE UK TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -

TV content costs are capitalised as intangible assets as they are identifiable. non-monetary assets without physical substance, whose cost can be reliably measured and it is probable that the expected future economic benefits that are attributable to the assets will flow to the Company.

 

The intangible assets are amortised over the periods listed above, as this is the Directors' best estimate for which it is probable that future economic benefits.

 

Amortisation is included within cost of sales in the Statement of Comprehensive Income.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

TV infrastructure
3 years
Furniture & fittings
3 years
Computer equipment
3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

VICE UK TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10

Creditors

Short term creditors are measured at the transaction price. Loan payables are measured initially at fair value, net of transaction costs, and are measured subsequently at amortized cost using the effective interest method.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

VICE UK TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 6 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company 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.

1.12
Employee benefits
Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payments obligations.

 

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.14

Debtors

Short term debtors are measured at transaction price, less any impairment.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.16

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term the funds are used by the Company.

VICE UK TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Bad debt provision

The Company's Balance Sheet shows a debtor balance of £26,052,404 (2021: £20,913,567). A full review of debtor balances is carried out at the end of each month. Bad debt provision estimates are made taking into account historical experience, current trends, and other relevant factors. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectible.

Impairement of intangible assets

Impairment of intangible assets is a critical judgement and a key judgement is whether there is an active market for licenses or not. Depending on this assessment an impairment is made if the asset is not already fully amortised.

3
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
20,000
37,919
4
Employees

During the year there were no employees directly employed by company (2021: 11). The work relating to the company's activities were carried out by employees of fellow wholly-owned subsidiaries.

2022
2021
Number
Number
Production
-
0
11
5
Extraordinary profit
2022
2021
£
£
Income
Intercompany write off (net)
4,389,556
-
VICE UK TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
6
Intangible fixed assets
Software
TV Content
Total
£
£
£
Cost
At 1 January 2022
173,594
301,407
475,001
Write off fully amortized assets*
-
0
(242,516)
(242,516)
At 31 December 2022
173,594
58,891
232,485
Amortisation and impairment
At 1 January 2022
173,594
301,407
475,001
Write off fully amortized assets*
-
0
(242,516)
(242,516)
At 31 December 2022
173,594
58,891
232,485
Carrying amount
At 31 December 2022
-
0
-
0
-
0
At 31 December 2021
-
0
-
0
-
0
*Represents TV content which is fully amortised as the license period has now ended and there is no future economical benefit expected to flow to the Company.
7
Tangible fixed assets
Production Equipment
Furniture & fittings
Computer Equipment
Total
£
£
£
£
Cost
At 1 January 2022 and 31 December 2022
2,242
3,477
960,528
966,247
Depreciation and impairment
At 1 January 2022
2,242
3,477
935,612
941,331
Depreciation charged in the year
-
0
-
0
13,000
13,000
At 31 December 2022
2,242
3,477
948,611
954,331
Carrying amount
At 31 December 2022
-
0
-
0
11,917
11,917
At 31 December 2021
-
0
-
0
24,916
24,916
VICE UK TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
8
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
1
34,965
Amounts owed by group undertakings
26,047,708
18,913,050
Other debtors
4,695
64,109
Prepayments and accrued income
-
0
27,920
26,052,404
19,040,044

 

The amount owed by group undertakings are unsecured, interest-free, and receivable on demand.

9
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
168,582
324,065
Amounts owed to group undertakings
26,699,663
22,657,474
Accruals and deferred income
99,940
123,487
26,968,185
23,105,026

The amount owed to group undertakings are unsecured, interest-free, and repayable on demands.

10
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
1 - Ordinary share of £1.00 of £1 each
1
1
1
1
11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Emphasis of matter

We draw attention to note 1.2 to the financial statements which explains that the directors intend to liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.

 

Senior Statutory Auditor:
Shirish Shah
Statutory Auditor:
SPW (UK) LLP
Date of audit report:
27 February 2024
VICE UK TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
12
Related party transactions

Other than directors, there are no other key management personnel. All transactions entered into with fellow group undertakings which are wholly owned by the Group of which the company is a member have not been disclosed.

13
Events after the reporting date

Pursuant to a request for relief filed under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the "Court") on May 15, 2023, Vice Group Holding, Inc. entered into an agreement with certain of its creditors to sell substantially all of Vice Group Holding, lnc.'s assets to Vice Acquisition HoldCo, LLC. On June 23, 2023, the Court approved the asset and equity purchase agreement through which Vice Acquisition HoldCo, LLC acquired the assets of Vice Group Holding, Inc., and on July 31, 2023 the Court approved the transition services agreement pursuant to which the former parent company of the VICE Media Group, Vice Group Holding, Inc., and affiliated entities agreed to provide services to Vice Acquisition HoldCo, LLC to enable and facilitate the transfer and integration of the VICE Media Group US employees into the post-bankruptcy structure of the reorganized VICE Media Group.

15
Ultimate controlling party

The immediate parent company is Vice Europe Holding Acquisition Limited, a company incorporated in Jersey. Vice Europe Holding Acquisition Limited does not prepare group financial statements as these are not required by Jersey Company Law.

The ultimate parent undertaking and controlling party is Vice Ultimate Parent LLC, a Company incorporated in the United States of America. Its registered address is 45 Main Street, Suite 200, Brooklyn, NY 11201. This is the smallest and largest Group of undertakings for which Group financial statements are prepared that include the Company. The financial statements are not publicly available.

 

 

Prior to the sale of the business on 31st July 2023, the ultimate parent undertaking and controlling party was Vice Group Holding Inc., a Company incorporated in the United States of America. Its registered address is 49 S 2nd Street, Brooklyn, New York, 11211.

 

 

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