Company registration number 09561620 (England and Wales)
EDITION WORLDWIDE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
EDITION WORLDWIDE LIMITED
CONTENTS
Page
Statement of comprehensive income
Balance sheet
1
Statement of changes in equity
2
Statement of cash flows
3
Notes to the financial statements
4 - 11
EDITION WORLDWIDE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
$
$
$
$
Fixed assets
Tangible assets
6
-
0
2,146
Current assets
Debtors
7
1,409,778
67,470,539
Creditors: amounts falling due within one year
8
(80,184)
(42,680,887)
Net current assets
1,329,594
24,789,652
Net assets
1,329,594
24,791,798
Capital and reserves
Called up share capital
9
2
2
Other reserves
1,535,302
1,535,302
Profit and loss reserves
(205,710)
23,256,494
Total equity
1,329,594
24,791,798

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 by the board of directors and authorised for issue on 28 February 2024 and are signed on its behalf by:
Tim Shanahan
Director
Company registration number 09561620 (England and Wales)
EDITION WORLDWIDE 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
2
1,535,302
23,152,477
24,687,781
Year ended 31 December 2021:
Profit and total comprehensive income
-
-
104,017
104,017
Balance at 31 December 2021
2
1,535,302
23,256,494
24,791,798
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(23,462,204)
(23,462,204)
Balance at 31 December 2022
2
1,535,302
(205,710)
1,329,594
EDITION WORLDWIDE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
2022
2021
Notes
$
$
$
$
Cash flows from operating activities
Cash (absorbed by)/generated from operations
14
(917,829)
107,502
Interest paid
(240,540)
(107,482)
Net cash (outflow)/inflow from operating activities
(1,158,369)
20
Investing activities
Interest received
1,158,190
-
0
Net cash generated from/(used in) investing activities
1,158,190
-
Net (decrease)/increase in cash and cash equivalents
(179)
20
Cash and cash equivalents at beginning of year
-
0
-
0
Effect of foreign exchange rates
179
(20)
Cash and cash equivalents at end of year
-
0
0
-
0
EDITION WORLDWIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
1
Accounting policies
Company information

Edition Worldwide 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 financial statements have been prepared on atrue basis other than going concern. In making this assessment, the Directors have made enquiries of the business and wider Vice Group and prepared cash flow forecasts, taking all related risks into account, for the period up to February 2025. Based on these enquiries, the Directors have noted that the company will cease trading upon fulfilment of its obligations under its remaining revenue agreements and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Revenue is recognised to the extent that it is probable that 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 arises from the rendering of consultancy services. Revenue is recognised in the period in which the service has been provided.

 

During the year the revenue recognition policy has been changed from recognising revenue when the service is provided to recognising revenue based on a percentage of completion method of the campaign.

1.4
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:

Leasehold land and buildings
10 years
Fixtures and fittings
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.

EDITION WORLDWIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

1.6
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.

EDITION WORLDWIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 6 -
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.

1.8
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

 

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.

1.10
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.

EDITION WORLDWIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 7 -
1.11
Foreign exchange



Functional and presentation currency

 

The Company's functional and presentational currency is USD.

 

Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

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.

Functional currency

As a result of the transfer of the servicing of the main contract of the Company to the US, the primary economic environment and generation and use of cash flow of the Company became mainly denominated in U.S. Dollars. Consequently, effective on 1 January 2021, the Company changed both its functional currency and the presentation currency of its financial statements from Pound sterling ("GBP") to the U.S. Dollar ("USD").

Bad debt provision

The Company's Balance Sheet shows a debtor balance of $1,405,905 (2021: $67,470,538). 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.

EDITION WORLDWIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
3
Extraordinary loss
2022
2021
$
$
Expenditure
Intercompany write off
23,453,628
-
4
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
50,722
29,993
5
Director's remuneration

Two (2021: two) directors are directors of this company and other companies within the enlarged group of which the company is a member. The directors are remunerated from another group company, but disclosure of remuneration is disclosed here. Directors' remuneration is set out below:

 

2022
2021
$
$
Emoluments
867,938
1,268,435
Company contributions to defined contribution pension schemes
43,746
29,000
Loss of office
386,630
-
1,298,315
1,297,435
It is not possible to determine the proportion of the total emoluments that relate to the services to this
company.
Remuneration disclosed above include the following amounts paid to the highest paid director:
2022
2021
$
$
Emoluments
613,951
677,509
Company pension contributions to defined contribution schemes
20,130
14,500
EDITION WORLDWIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
6
Tangible fixed assets
Leasehold land and buildings
Fixtures and fittings
Computers
Total
$
$
$
$
Cost
At 1 January 2022
11,884
1,488
18,586
31,958
Exchange adjustments
(1,228)
(154)
(1,920)
(3,302)
At 31 December 2022
10,656
1,334
16,666
28,656
Depreciation and impairment
At 1 January 2022
11,884
1,488
16,440
29,812
Depreciation charged in the year
-
0
-
0
1,967
1,967
Exchange adjustments
(1,228)
(154)
(1,741)
(3,123)
At 31 December 2022
10,656
1,334
16,666
28,656
Carrying amount
At 31 December 2022
-
0
-
0
-
0
-
0
At 31 December 2021
-
0
-
0
2,146
2,146
7
Debtors
2022
2021
Amounts falling due within one year:
$
$
Trade debtors
1,405,905
4,777,030
Amounts owed by group undertakings
-
0
62,693,509
Other debtors
3,873
-
0
1,409,778
67,470,539

The amounts owed by group undertakings are unsecured, interest-free, and receivable on demand, however these are expected to be settled after 12 months.

8
Creditors: amounts falling due within one year
2022
2021
$
$
Trade creditors
25,721
687
Amounts owed to group undertakings
-
0
42,626,211
Accruals and deferred income
54,463
53,989
80,184
42,680,887

The amounts owed to group undertakings are unsecured, interest-free, and repayable on demand.

EDITION WORLDWIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
9
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
$
$
Issued and fully paid
1 - Ordinary share of £1.00
1
1
2
2
10
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 of these financial statements which explains that the directors intend to cease trading 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:
28 February 2024
11
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.

12
Related party transactions

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

EDITION WORLDWIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 11 -
13
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 49S 2nd Street, Brooklyn, New York, 11211.

 

14
Cash (absorbed by)/generated from operations
2022
2021
$
$
(Loss)/profit for the year after tax
(23,462,204)
104,017
Adjustments for:
Finance costs
240,540
117,042
Investment income
(1,158,190)
-
0
Depreciation and impairment of tangible fixed assets
1,967
6,114
Movements in working capital:
Decrease/(increase) in debtors
66,060,761
(18,118,589)
(Decrease)/increase in creditors
(42,600,703)
17,998,918
Cash (absorbed by)/generated from operations
(917,829)
107,502
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