Company registration number 10121779 (England and Wales)
VICE FRANCE TV LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
VICE FRANCE TV LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
VICE FRANCE TV LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Current assets
Debtors
8
11,541,018
2,064,948
Creditors: amounts falling due within one year
9
(11,585,356)
(3,592,104)
Net current liabilities
(44,338)
(1,527,156)
Capital and reserves
Called up share capital
10
1
1
Profit and loss reserves
(44,339)
(1,527,157)
Total equity
(44,338)
(1,527,156)
The notes on pages 3 to 8 form part of these financial statements.
The director of the company has 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 and signed by the director and authorised for issue on 27 February 2024
Bruce Dixon
Director
Company registration number 10121779 (England and Wales)
VICE FRANCE 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
829,214
829,215
Year ended 31 December 2021:
Loss and total comprehensive income
-
(2,356,371)
(2,356,371)
Balance at 31 December 2021
1
(1,527,157)
(1,527,156)
Year ended 31 December 2022:
Profit and total comprehensive income
-
1,482,818
1,482,818
Balance at 31 December 2022
1
(44,339)
(44,338)
The notes on pages 3 to 8 form part of these financial statements.
VICE FRANCE TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
1
Accounting policies
Company information
Vice France 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 £.
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
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes:
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:
- Subscription revenue is recognised when the underlying usage occurs based on fee per subscriber.
- Advertising revenue is recognised on a pro-rata basis over the broadcasted period
- Sale of local content revenue is recognised once the content is provided.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation 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 Content
2 years from telecast date
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.
VICE FRANCE TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
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:
Production equipment
3 years
Computers
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
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.
1.7
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.
VICE FRANCE TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
1.8
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.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.10
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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 £9,664,806 (2022: £2,064,948). 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.
Impairment 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.
VICE FRANCE TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
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
22,625
4
Employees
The average monthly number of persons employed by the company during the year was:
2022
2021
Number
Number
Production
5
Extraordinary profit
2022
2021
£
£
Income
Intercompany write off (net)
1,874,611
-
6
Intangible fixed assets
TV Content
£
Cost
At 1 January 2022
2,680,279
Write off fully amortised assets*
(814,449)
At 31 December 2022
1,865,830
Amortisation and impairment
At 1 January 2022
2,680,279
Write off fully amortised assets*
(814,449)
At 31 December 2022
1,865,830
Carrying amount
At 31 December 2022
At 31 December 2021
VICE FRANCE TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
7
Tangible fixed assets
Production equipment
Computers
Total
£
£
£
Cost
At 1 January 2022 and 31 December 2022
12,226
5,230
17,456
Depreciation and impairment
At 1 January 2022 and 31 December 2022
12,226
5,230
17,456
Carrying amount
At 31 December 2022
At 31 December 2021
8
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
-
270,050
Amounts owed by group undertakings
11,538,667
1,791,898
Other debtors
2,350
3,000
11,541,017
2,064,948
The amounts owed by parent company and group undertakings are unsecured, interest-free and receivable on demand.
9
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
2,396
121,447
Amounts owed to group undertakings
11,558,960
3,410,064
Accruals and deferred income
24,000
60,593
11,585,356
3,592,104
The amounts owed to parent company and group undertakings are unsecured, interest-free and repayable on demand.
10
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
VICE FRANCE TV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
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.
We draw attention to note 1.2 in the financial statements, which indicates that the financial statements have been prepared on a basis other than that of a going concern. 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
12
Related party transactions
Other than the 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
Sale of the Business
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.
14
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.