Company registration number 04531415 (England and Wales)
VICE UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
VICE UK LIMITED
COMPANY INFORMATION
Director
Bruce Dixon
Tim Shanahan
(Resigned 2 August 2024)
Hozefa Lokhandwala
(Resigned 7 December 2023)
Secretary
Stuart Goldstein
(Appointed 29 January 2024)
Jason Guberman
(Resigned 29 January 2024)
Maria Harris
(Resigned 30 November 2023)
Company number
04531415
Registered office
2-6 New North Place
London
EC2A 4JA
Auditor
SPW (UK) LLP
Gable House
239 Regents Park Road
London
N3 3LF
VICE UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 26
VICE UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The director presents the strategic report for the year ended 31 December 2023.
Principal activities
The principal activity of the Company during the year continued to be that of providing digital content, digital advertising and creative services to its clients.
Business review
The Company operates across four main business pillars. It has its own website in the UK divided into verticals focused on key areas of interest for our target audiences of 18 to 35 year olds. The Company also runs the Vice Digital Network which is a collated network of third-party publishers. Vice sells digital advertising, activates campaigns and distributes content through this network. Additionally, Vice continues to operate its award-winning creative services agency, Virtue, working with major brands across Europe and the world.
The key financial and other performance indicators during the year were as follows:
The Company made a pre-tax loss of £5.1m (2022: £0.9m). Turnover decreased by 30% during the year due to a decline in Digital services by £6.5m (2023: £3.7m, 2022: £10.2m) as a result of reduced operations post the Vice Group Holding Inc filed for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York on May 15, 2023. The board of the business proposed a change of strategy with the sale of the business on 31st July 2023 to align with the recent market developments.
The decrease in administrative expenses of £4.5m (2023: £11.8m, 2022: £7.3m) has contributed significantly to increasing the total operating loss of £4.8m versus a profit of £1m in 2022. The main drivers of the increase in administrative expenses were the recognition of exchange loss of £6.7m (2023: exchange loss of £2.6m, 2022: exchange gains of £4.1m).
The principal risks and uncertainties facing the Company are broadly grouped as follows:
Financial risk management objectives and policies
The Company has established a risk and financial management framework. The primary objectives are to protect the Company from events that hinder achievement of the Group's performance objectives. The objectives aim to limit undue counterparty exposure, ensure sufficient working capital exists and monitor the management of risk at a business unit level. The Company has exposure to three main areas of financial risk, being credit risk, liquidity risk and foreign exchange risk.
Credit risk
The Company has established a risk and financial management framework. The primary objectives are to protect the Company from events that hinder achievement of the Group's performance objectives. The objectives aim to limit undue counterparty exposure, ensure sufficient working capital exists and monitor the management of risk at a business unit level. The Company has exposure to three main areas of financial risk, being credit risk, liquidity risk and foreign exchange risk.
Liquidity risk
Cash flows are monitored to maintain the Company s cash flow and mitigate liquidity risk. The group has access to funds from its parent company if required , to ensure that the Company has sufficient resources available to support its operations.
Foreign exchange risk
Fluctuations in the exchange rate of sterling with other currencies will impact both the turnover stream and purchase cost. The Company benchmarks turnover and direct expenditure denominated in foreign currency on a regular basis.
Other non-financial risks
Competition risk
The Company operates in a very competitive market and therefore its margins and future growth is dependent on its ability to effectively compete with numerous other publishers and agencies on price and quality.
VICE UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Subsequent events
Details of significant events since the balance sheet date are contained in note 23 to the financial statements.
Future developments
Vice Media Group is taking a series of steps in line with the strategic direction and imperatives where the plan is to restructure the organisation into two lines of business being the Publishing, News & Creative services, and Studios, Television & Distribution. As part of the ongoing strategy to streamline and focus on our core business, the ID magazine was sold to Bedford media in December 2023.
Bruce Dixon
Director
24 June 2025
VICE UK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The director presents his annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the Company during the year continued to be that of providing digital content, digital advertising and creative services to its clients.
Results and dividends
The Company profit for the year amounted to £63,219,349 including an exceptional item of £68,402,318 (2022: (£31,071,617) including an exceptional item of (£30,107,500)).
The directors have proposed no dividends to be paid.(2022: £nil).
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Bruce Dixon
(Appointed 2 March 2022)
Tim Shanahan
(Resigned 2 August 2024)
Hozefa Lokhandwala
(Resigned 7 December 2023)
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its director during the year. These provisions remain in force at the reporting date.
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
VICE UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Going concern
The financial statements have been prepared on the going concern basis as the directors consider that the company presently is able to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements which takes into consideration the availability of the financial support from Vice Europe Holding Acquisition Limited, the immediate parent company of Vice UK Limited. The directors have considered the forecasts of the group and have had discussions with the group management to arrange for necessary funds required by the group.
The financial statements do not include any adjustments that would result if the entity was unable to continue as a going concern.
On behalf of the board
Bruce Dixon
Director
24 June 2025
VICE UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VICE UK LIMITED
- 5 -
Opinion
We have audited the financial statements of Vice UK Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK 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 company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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, 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
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 our audit:
the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
VICE UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VICE UK LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the commodities market;
We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
VICE UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VICE UK LIMITED (CONTINUED)
- 7 -
We considered the nature of the group's industry and its control environment, and reviewed the group's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the group's business sector.
We obtained an understanding of the legal and regulatory frameworks that the group operates in, and identified the key laws and regulations that:
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act, pensions legislation, tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty.
We discussed among the audit engagement team including relevant internal tax specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our procedures performed to address them are described below:
Recoverability of the intercompany debtors: We obtained an understanding of the relevant management review of controls in relation to the recoverability of intercompany debtors. We have tested the recoverability of intercompany debtors to subsequent receipts and other relevant support; and
Cut-off of revenue recognised: We have obtained an understanding of the relevant management review of controls in relation to the cut-off of the revenue recognised. We have reviewed the material contract(s) entered by management and performed cut-off testing of revenue recognised during the year in relation to these contract(s).
In common with all audits under ISAS (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following: reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
reading minutes of meetings of those charged with governance, and reviewing correspondence with HMRC.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
VICE UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VICE UK LIMITED (CONTINUED)
- 8 -
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Shirish Shah (Senior Statutory Auditor)
For and on behalf of SPW (UK) LLP, Statutory Auditor
Chartered Accountants
Gable House
239 Regents Park Road
London
N3 3LF
24 June 2025
VICE UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
3
21,637,092
30,751,787
Cost of sales
(14,408,542)
(22,397,694)
Gross profit
7,228,550
8,354,093
Administrative expenses
(11,821,072)
(7,338,689)
Other operating (expenses)/income
(251,989)
20,687
Operating (loss)/profit
5
(4,844,511)
1,036,091
Interest receivable and similar income
9
119,402
1,195,112
Interest payable and similar expenses
10
(457,860)
(3,195,320)
Loss before taxation
(5,182,969)
(964,117)
Tax on loss
11
Loss after taxation
(5,182,969)
(964,117)
Exceptional item
4
68,402,318
(30,107,500)
Profit/(loss) for the financial year
63,219,349
(31,071,617)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
VICE UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
£
£
Profit/(loss) for the year
63,219,349
(31,071,617)
Other comprehensive income
-
-
Total comprehensive income for the year
63,219,349
(31,071,617)
VICE UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
14
1
1
Current assets
Debtors
17
44,183,285
34,553,850
Cash at bank and in hand
1,330,492
45,513,777
34,553,850
Creditors: amounts falling due within one year
18
(23,202,403)
(75,461,825)
Net current assets/(liabilities)
22,311,374
(40,907,975)
Net assets/(liabilities)
22,311,375
(40,907,974)
Capital and reserves
Called up share capital
21
1,320
1,320
Other reserves
(3,144,571)
(3,144,571)
Profit and loss reserves
25,454,626
(37,764,723)
Total equity
22,311,375
(40,907,974)
The financial statements were approved by the board of directors and authorised for issue on 24 June 2025 and are signed on its behalf by:
Bruce Dixon
Director
Company registration number 04531415 (England and Wales)
VICE UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share repurchase reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
1,320
(3,144,571)
(6,693,106)
(9,836,357)
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(31,071,617)
(31,071,617)
Balance at 31 December 2022
1,320
(3,144,571)
(37,764,723)
(40,907,974)
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
63,219,349
63,219,349
Balance at 31 December 2023
1,320
(3,144,571)
25,454,626
22,311,375
VICE UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
26
53,094,915
(18,532,874)
Interest paid
(457,860)
(3,195,320)
Net cash inflow/(outflow) from operating activities
52,637,055
(21,728,194)
Investing activities
Proceeds from disposal of tangible fixed assets
698
Interest received
119,402
1,195,112
Net cash generated from investing activities
119,402
1,195,810
Financing activities
Proceeds from new loans
(51,425,965)
20,496,533
Repayment of bank loans
(277)
Net cash (used in)/generated from financing activities
(51,425,965)
20,496,256
Net increase/(decrease) in cash and cash equivalents
1,330,492
(36,128)
Cash and cash equivalents at beginning of year
36,128
Cash and cash equivalents at end of year
1,330,492
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information
Vice UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2-6 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 the going concern basis as the directors consider thattrue the company presently is able to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements which takes into consideration the availability of the financial support from Vice Ultimate Parent LLC, the ultimate parent company of Vice UK Limited. The directors have considered the forecasts of the group and have had discussions with the group management to arrange for necessary funds required by the group.
The financial statements do not include any adjustments that would result if the entity was unable to continue as a 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 revenue 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 from online activity, revenue from consultation, video production, production of motion pictures, sale of local content and licensing.
Revenue from these income streams is recognised as follows:
Revenue from Digital online advertising is recognised on a pro-rata basis over the broadcasted period.
Professional Services consultation revenue is recognised in the period the service has been provided
Video production revenue is recognised when the video is delivered and accepted by the customer
Revenue and cost of sales for the production of motion pictures is recognised based on the achievement of key milestones
Sale of local content revenue is recognised when the content is delivered
Revenue from licensing arrangements with other members of the Vice Group Holding Inc. Group is recognised on a straight line basis over the period which it relates
Where there are revenue arrangements including more than one deliverable, the deliverables are assigned to one or more separate units of accounting and the arrangement consideration is allocated to each united based on its relative fair value. Determining the fair value of each deliverable can require complex estimates due to the nature of the services provided. The Group generally determines the fair value of the individual elements based on a process at which the deliverable is regularly sold on a standalone basis.
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.4
Intangible fixed assets other than goodwill
Intangible assets are initially recognised at cost. After recognition, 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. If a reliable estimated of the useful life cannot be made, the useful life shall not exceed five years.
Intellectual property rights are being amortised evenly over their estimated useful life of three years.
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:
Leasehold land and buildings
Over length of lease
Plant and machinery
3 years
Fixtures and fittings
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
Fixed asset investments
Investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. Interests in subsidiaries are assessed for impairment at each reporting date. Impairment losses or reversals of impairments are recognised immediately in profit or loss.
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.
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.
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Share-based payments
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.
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.
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -
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.
Fair value of revenue recognised for multi-component contracts
In revenue arrangements including more than one deliverable, the deliverables are assigned to one or more separate units of accounting and the arrangement consideration is allocated to each unit based on its relative fair value. Determining the fair value of each deliverable can require complex estimates due to the nature of the services provided. The Group generally determines the fair value of individual elements based on a process at which the deliverable is regularly sold on a standalone basis.
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Digital
3,742,885
10,219,625
Professional services
1,468,384
2,604,125
Production
1,921,984
3,029,362
Other
14,503,839
14,898,675
21,637,092
30,751,787
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
3,572,135
19,674,123
Rest of Europe
1,290,200
2,961,526
Rest of the world
16,774,757
8,116,138
21,637,092
30,751,787
2023
2022
£
£
Other revenue
Interest income
119,402
1,195,112
All revenue in the year was in relation to the rendering of services.
4
Exceptional item
2023
2022
£
£
Income/(Expenditure)
Intercompany write off
67,605,708
(30,107,500)
Profit on sale of ID asset
796,610
-
68,402,318
(30,107,500)
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
4
Exceptional item
(Continued)
- 19 -
The intercompany write off of £67,605,708 relate to the write-off of intercompany balances in 2023 following the sale of substantially all assets of the former parent company, Vice Group Holding, Inc., under Chapter 11 proceedings. Provisions for related bad debts were recognised in 2022 (£30,107,500). These items have been classified as exceptional due to their size and nature, in accordance with FRS 102.
During the year, the Company entered into an Asset Purchase Agreement, by and among, Levelprint Limited, Vice UK Limited, Vice Media Asia Pacific Pte. Ltd, Vice Media Acquisition LLC, Vice Japan GK and Refinery 29 Limited, Vice Holding Acquisition, Inc., Bedford Media LLC, Bedford Media Limited and Karlie Kloss for the sale of substantially all of the operating assets and liabilities comprising the i-D Magazine business (the "Asset Sale"). The Asset Sale concluded on December 20, 2023, resulting in a profit of £796,610 allocated to Vice UK Limited.
5
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
2,617,881
(4,132,310)
Profit on disposal of tangible fixed assets
-
(700)
Operating lease charges
1,579,013
1,255,914
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
101,874
76,500
7
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Management and administration
55
81
Production
172
139
Total
227
220
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Employees
(Continued)
- 20 -
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
13,544,148
14,451,035
Social security costs
1,644,055
1,737,401
Pension costs
425,078
444,502
15,613,281
16,632,938
8
Director's remuneration
Two (2022: Two) directors are directors of this company and other companies within the enlarged group of which the company is a member. One of the directors is remunerated from another company within the Vice group, disclosure of director remunerated by Vice UK Limited is per below:
2023
2022
£
£
Emoluments
1,409,595
507,331
Company pension contributions to defined contribution schemes
16,500
16,634
9
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
13,508
Interest receivable from group companies
119,402
1,181,604
Total income
119,402
1,195,112
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
119,402
1,195,112
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
10
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
710
-
Interest payable to group undertakings
457,150
3,195,320
457,860
3,195,320
11
Taxation
From 1 April 2023, the main corporation tax rate in the UK was increased to 25% from 19%. The Company has year end of 31 December 2023 and therefore a blended tax rate of 23.5% was applied.
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit/(loss) before taxation
63,219,349
(31,071,617)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
14,856,547
(5,903,607)
Tax effect of expenses that are not deductible in determining taxable profit
44,634
35,473
Tax effect of income not taxable in determining taxable profit
(16,074,545)
Unutilised tax losses carried forward
959,531
5,754,211
Deferred tax adjustments in respect of prior years
113,923
Deemed interest on intercompany loan balances
79,538
Defined contribution - deductible on paid basis
(7,110)
Net capital allowances
(45,799)
Chargeable gain
187,204
Taxation charge for the year
-
-
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
12
Intangible fixed assets
IP Rights
£
Cost
At 1 January 2023 and 31 December 2023
810,636
Amortisation and impairment
At 1 January 2023 and 31 December 2023
810,636
Carrying amount
At 31 December 2023
At 31 December 2022
13
Tangible fixed assets
Leasehold land and buildings
Plant and machinery
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 January 2023 and 31 December 2023
2,627,043
1,706,059
231,951
4,565,053
Depreciation and impairment
At 1 January 2023 and 31 December 2023
2,627,043
1,706,059
231,951
4,565,053
Carrying amount
At 31 December 2023
At 31 December 2022
14
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
15
1
1
15
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Nature of business
Class of
% Held
shares held
Direct
Vice LOC Limited
Dormant
Ordinary
100.00
The registered office of Vice LOC Limited is 2-6 New North Place, London, EC2A 4JA. Vice LOC Limited (Company number 10299741).
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
16
Financial instruments
2023
2022
£
£
Carrying amount of financial assets
Cash at bank and in hand
-
-
Debt instruments measured at amortised cost
42,673,165
33,551,102
Carrying amount of financial liabilities
Measured at amortised cost
21,636,788
72,440,302
Financial assets that are debt instruments measured at amortised cost comprise of trade and other debtors and intercompany debtors. Financial liabilities measured at amortised cost comprise of trade and other creditors and intercompany creditors.
17
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
231,888
1,522,357
Amounts owed by group undertakings
42,592,367
30,537,990
Other debtors
645,519
1,490,755
Prepayments and accrued income
713,511
1,002,748
44,183,285
34,553,850
The amounts owed by group undertakings are unsecured, interest-free, and receivable on demand, however these are expected to be settled after 12 months.
18
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Amounts owed to group undertakings
18,576,459
70,002,424
Trade creditors
2,598,673
1,693,633
Taxation and social security
434,861
530,460
Other creditors
26,795
213,785
Accruals and deferred income
1,565,615
3,021,523
23,202,403
75,461,825
The amounts owed to group undertakings are unsecured, interest-free, and repayable on demand, except for £13,646,873 which bears interest at 4.81%-6.68% per annum, repayable on demand, secured by guarantees from the Company and several of its fellow UK subsidiaries.
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
425,078
444,502
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund. Contributions totalling £68,732 (2022: £98,987) were payable to the fund at the Balance Sheet date.
21
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
132,000
132,000
1,320
1,320
22
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within 1 year
1,783,734
1,649,695
Years 2-5
7,134,936
6,589,780
After 5 years
5,499,846
5,086,560
14,418,516
13,326,035
23
Events after the reporting date
Savage joint venture
On May 8, 2024, Vice Digital Publishing LLC (the "Company"), Vice Media Acquisition LLC ("Vice Member") and Savage Ventures LLC entered into joint venture agreement and certain ancillary agreements relating thereto, pursuant to which Vice Member, Vice Media Canada Inc. and Vice UK Limited contributed certain digital media publishing assets and certain liabilities related to the Vice.com, Munchies, Motherhood, and Noisey digital media publishing businesses (collectively, the “Vice Assets”) to the Company.
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
24
Related party transactions
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2023
2022
2023
2022
£
£
£
£
Group undertakings
1,502,237
1,048,355
321,746
414,122
25
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 but can be made available upon request from it's registered office.
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.
26
Cash generated from/(absorbed by) operations
2023
2022
£
£
Profit/(loss) after taxation
63,219,349
(31,071,617)
Adjustments for:
Finance costs
457,860
3,195,320
Investment income
(119,402)
(1,195,112)
Gain on disposal of tangible fixed assets
-
(700)
Movements in working capital:
(Increase)/decrease in debtors
(9,629,435)
9,821,529
(Decrease)/increase in creditors
(833,457)
717,706
Cash generated from/(absorbed by) operations
53,094,915
(18,532,874)
VICE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
27
Analysis of changes in net debt
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
-
1,330,492
1,330,492
Borrowings excluding overdrafts
(70,002,424)
51,425,965
(18,576,459)
(70,002,424)
52,756,457
(17,245,967)
2023-12-312023-01-01falsefalsefalseCCH SoftwareCCH Accounts Production 2025.100Bruce DixonHozefa Lokhandwala045314152023-01-012023-12-3104531415bus:Director12023-01-012023-12-3104531415bus:Director22023-01-012023-12-31045314152023-12-31045314152022-01-012022-12-3104531415core:RetainedEarningsAccumulatedLosses2022-01-012022-12-3104531415core:RetainedEarningsAccumulatedLosses2023-01-012023-12-31045314152022-12-3104531415core:ShareCapital2023-12-3104531415core:ShareCapital2022-12-3104531415core:OtherMiscellaneousReserve2023-12-3104531415core:OtherMiscellaneousReserve2022-12-3104531415core:RetainedEarningsAccumulatedLosses2023-12-3104531415core:RetainedEarningsAccumulatedLosses2022-12-3104531415core:ShareCapital2021-12-3104531415core:RetainedEarningsAccumulatedLosses2021-12-3104531415core:ShareCapitalOrdinaryShareClass12023-12-3104531415core:ShareCapitalOrdinaryShareClass12022-12-310453141512023-01-012023-12-310453141512022-01-012022-12-31045314152022-12-31045314152021-12-3104531415core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3104531415core:PlantMachinery2023-01-012023-12-3104531415core:FurnitureFittings2023-01-012023-12-3104531415core:UKTax2023-01-012023-12-3104531415core:UKTax2022-01-012022-12-310453141522023-01-012023-12-310453141522022-01-012022-12-310453141532023-01-012023-12-310453141532022-01-012022-12-310453141542023-01-012023-12-310453141542022-01-012022-12-3104531415core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-12-3104531415core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-12-3104531415core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-12-3104531415core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-12-3104531415core:PlantMachinery2022-12-3104531415core:FurnitureFittings2022-12-3104531415core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-12-3104531415core:PlantMachinery2023-12-3104531415core:FurnitureFittings2023-12-3104531415core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-12-3104531415core:PlantMachinery2022-12-3104531415core:FurnitureFittings2022-12-3104531415core:Non-currentFinancialInstruments2023-12-3104531415core:Non-currentFinancialInstruments2022-12-3104531415core:Subsidiary12023-01-012023-12-3104531415core:Subsidiary112023-01-012023-12-3104531415core:CurrentFinancialInstruments2023-12-3104531415core:CurrentFinancialInstruments2022-12-3104531415bus:OrdinaryShareClass12023-01-012023-12-3104531415bus:OrdinaryShareClass12023-12-3104531415bus:OrdinaryShareClass12022-12-3104531415core:WithinOneYear2023-12-3104531415core:WithinOneYear2022-12-3104531415core:BetweenTwoFiveYears2023-12-3104531415core:BetweenTwoFiveYears2022-12-3104531415core:MoreThanFiveYears2023-12-3104531415core:MoreThanFiveYears2022-12-3104531415bus:PrivateLimitedCompanyLtd2023-01-012023-12-3104531415bus:FRS1022023-01-012023-12-3104531415bus:Audited2023-01-012023-12-3104531415bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP