TIDMZIN

RNS Number : 9716I

Zinc Media Group PLC

22 April 2022

22 April 2022

Zinc Media Group plc

("Zinc", "Zinc Media", the "Company" or the "Group")

Results for the year ended 31 December 2021

and

Notice of Annual General Meeting

Zinc Media Group plc today announces its audited results for the year ended 31 December 2021.

Headlines

The Group is pleased to report significant progress in 2021, including the following highlights:

-- Revenues for the year to 31 December 2021 ("FY21") of GBP17.5m (18 months ended 31 December 2020: GBP30.6m), with H2 2021 revenues increasing by 50% to GBP10.5m (H1 2021: GBP7.0m).

-- Adjusted EBITDA(1) loss for the year of GBP0.6m (18 months ended 31 December 2020: GBP0.8m loss), with H2 2021 Adjusted EBITDA[1] profit of GBP0.5m (H1 2021 : GBP1.1m loss).

   --      The Group generated Free Cash Flow[2] of GBP0.5m in H2 2021. 

-- The balance sheet has remained strong with cash of GBP5.6m at the end of the year, and GBP4.2m as of 14 April 2022. There was a net cash outflow of GBP1.2m during the year (18 months ended 31 December 2020: net inflow of GBP3.6m).

-- As of 14 April the Group has booked GBP13m of revenue which is expected to deliver in 2022, an increase of GBP4m since February.

-- The Group has a healthy pipeline of potential new business for 2022 totalling GBP35m which could deliver in 2022, of which GBP8m is at a highly advanced stage. Within the highly advanced opportunities is a potential multi-million pound commission for a global streamer for which the Group has already received GBP0.4m of funding.

-- TV production gross margins increased by a further 7.6% to 37.2% in the 12 months to December 2021. This is 12.5% higher than when the current management joined the Group in FY19 and equates to a GBP2m improvement in profitability based on pre-Covid-19 revenues.

-- The Group delivered a number of significant programme successes during the year, which included:

o a multi-million pound 52-episode returning series with Channel 5

o the Group's first major new series for the Discovery Group

o the Group's first Advertiser funded TV series

o the Group's first Advertiser funded podcast series

o the Group's first audio commission from Amazon Audible

o the Group's first funded development for one of the world's biggest SVoD (subscription video on demand) platforms; and

o the launch of new TV label Supercollider which won new business from Red Bull and Lego

-- The Group has continued to diversify its revenue base. Five new businesses have been launched during 2020 and 2021 to propel the Group into new content creation areas which collectively have generated GBP5m, or 29%, of Group revenue in the year.

-- Zinc Communicate accounted for 17% of Group revenue in the year, almost double the proportion in FY20.

-- The biggest TV division, in London and Manchester, made a profit at the Adjusted EBITDA level for the first time since 2017.

Mark Browning, CEO of Zinc Media Group, said:

"We are very encouraged by the Group's performance this year which positions it well for sustained growth and profitability in the years ahead. Revenue is growing again, our margin performance is outstanding, we are diversifying into new content markets, the business was cash generative in H2 2021 and our pipeline shows the largest amount of advanced business in the last three years. Our balance sheet is strong, which will allow us to make further investments for long term growth. Our teams throughout the UK have worked exceptionally hard to achieve these results and we can look forward to future years with confidence and ambition."

Copies of the annual report and accounts

The annual report and accounts is available on the company's website at www.zincmedia.com and a hard copy will be posted to those shareholders registered to receive one.

Notice of annual general meeting

Accompanying the accounts is notice of the Company's 2022 annual general meeting (the "AGM"), which will take place at 10.00am on 26 May 2022 at Singer Capital Markets' offices at 1 Bartholomew Lane, London, EC2N 2AX.

For those shareholders intending to attend the AGM please be mindful of any UK Government Covid-19 guidance in place prior to the meeting. If circumstances should change materially before the date of the meeting, the Company may adapt the proposed arrangements, working in accordance with UK Government guidelines and mindful of public health concerns. If there are material changes, the Company will provide updates as early as possible before the date of the meeting through a Regulatory Information Service and the Company's website at www.zincmedia.com/investors . Shareholders are advised to check the Company's website regularly for updates.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation.

For further information, please contact:

 
                                               +44 (0) 20 7878 
 Zinc Media Group plc                           2311 
 Mark Browning, CEO / Will Sawyer, CFO 
 www.zincmedia.com 
 
 Singer Capital Markets (Nominated Advisers    +44 (0) 20 7496 
  and Broker)                                   3000 
 Mark Taylor / George Tzimas 
 
                                               +44 (0) 20 3934 
 IFC Advisory Ltd (Financial PR)                6630 
 Graham Herring / Zach Cohen 
 

About Zinc Media Group

Zinc Media Group plc is a leading television and content creation group.

The award-winning and critically acclaimed television labels comprise Blakeway, Brook Lapping, Films of Record, Red Sauce, Supercollider, Rex and Tern Television and produce programmes across a wide range of factual genres for UK and international channels.

Zinc Communicate specialises in developing cross-platform content for brands, businesses and partners. For further information on Zinc Media please visit www.zincmedia.com

CHAIRMAN'S STATEMENT

2021 was a tale of two halves. The first half saw the country in lockdown between January and April, with the consequential negative impact on TV production businesses heavily reliant on accessing people to film. As a result, the Group's H1 performance reflects these difficult trading conditions. However, in contrast to the first lockdown period in 2020 the Group continued to invest in business development and new hires in H1 2021, trusting that this would deliver growth and profitability in H2 2021 and 2022. This decision has been vindicated in the Group's H2 results which delivered Adjusted EBITDA of GBP0.5m and Free Cash Flow of GBP0.5m, demonstrating the excellent progress made under the new management team.

Margin improvement has been a critical driver of success, with TV production gross margins now up 12.5% from FY19 levels, exemplifying the transformation plan executed during the Covid-19 pandemic over the last two years. Revenue diversification has continued with the success of new businesses launched in the last 18 months, which collectively delivered GBP5m of revenue from new markets and buyers. This includes the live action and events production business Supercollider and the branded entertainment and corporate video businesses in the new commercial content division Zinc Communicate.

There were many notable breakthroughs in 2021 as the Group moved into podcasting, brand funded entertainment, live action television and video marketing. The Group also won its largest ever television commission and secured new TV clients including Sky and Dave, and in audio Amazon Audible. The Group starts 2022 in a strong position with GBP13m booked for delivery in the year and a strong pipeline.

The Board would like to thank the management team, the employees and freelancers for their professional and dedicated work, as well as our shareholders for their support in what has been a year of progress amid difficult conditions.

CEO'S REPORT

Performance and strategy

In the second half of 2021 the Group delivered a healthy Adjusted EBITDA profit of GBP0.5m (H1 2021: GBP1.1m loss) and was cash generative. The continuing focus on improving gross margins over the last 18 months was a significant driver of this strong performance and demonstrates the profitability and cash generation which the Group can achieve once revenues start to accelerate and the Group scales further.

At the start of 2021, the Group updated its strategic plan focusing on five strategic priorities:

   --      Revenue growth and diversification; 
   --      Gross margin growth; 
   --      Cash generation and cash management; 
   --      Performance culture; and 
   --      Shareholder engagement 

Strong progress has been made on each of these areas during the year.

Revenue growth and diversification

Despite being heavily impacted by Covid-19 in 2021 the television businesses, which are based in London, Manchester, Glasgow, Aberdeen and Belfast, delivered revenues of GBP14.6m, representing 83% of the Group's turnover. Returning series are the bedrock of successful television businesses and the Group had 13 returning series in 2021 which accounted for GBP5.5m of television turnover in 2021. The Group starts 2022 with 9 returning series.

Zinc Communicate demonstrated good growth in 2021 and has the potential to grow substantially in 2022 and beyond. This business is the Group's commercial content production division and currently operates in four areas: branded entertainment, corporate video, digital publishing and audio and podcasting. Revenues from Zinc Communicate were GBP2.9m in 2021, up 59% on 2020 on an annualised basis. Three of these four business were launched in 2021 and all have the potential for rapid acceleration in the years ahead. Gross margins in Zinc Communicate are typically double those in television.

Revenue diversification is progressing well across the Group. Diversification within television saw the Group break into the UK multi-channel networks for the first time in 2021, with new business coming from Dave (part of UKTV), Sky Arts and Discovery. Prior to the implementation of the transformation plan in 2020 this was largely untapped by Zinc. The Group launched several new businesses in 2021 which included Red Sauce and Supercollider within the Television division, and branded entertainment, corporate video and podcasting in Zinc Communicate. Collectively these new businesses accounted for GBP5m of revenue in 2021, accounting for 29% of the Group's turnover. These all represent new markets for Zinc, and have the potential for accelerated growth in 2022 and beyond.

Gross margin growth

London & Manchester television production gross margins grew strongly in the year, seeing an increase of 7.6% to 37.2% (FY20: 29.6%, FY19: 24.7%). Improvement has been driven by investments in post-production technology, re-organisation of staff resource, enhancing financial controls in production management and the alignment of incentivisation schemes. Gross margin is now at the higher end of industry norms, and the target remains 33%-35% on an on-going basis.

Cash generation and cash management

Progress in cash management was also made during the year, with the Group becoming cash generative in H2. Despite a net cash outflow of GBP1.2m over the year (18 months ended 31 December 2020: net inflow of GBP3.6m), the balance sheet has remained strong: cash balances have remained buoyant throughout the year, ending 31 December 2021 at GBP5.6m (2020: GBP6.8m), providing the platform for the Group to invest and enable growth in 2022 and beyond.

Performance culture

The performance culture continues to drive success within the Group. All employees are set clear personal objectives and provided with regular feedback on performance. All business winning roles and business delivery roles are rewarded on delivery of agreed gross margins, and members of the Senior Management Team ("SMT") are incentivised on the EBITDA performance of their respective divisions. A culture of high performance is supported by employee initiatives which invest in personal development, training, and learning and development. Zinc Care was launched in 2021 which implemented wellbeing seminars and coaching events to provide personal and professional development.

Shareholder engagement

The Group invested further in improving shareholder engagement during the year. Alongside regular trading updates, the CEO and CFO present to all shareholders and interested parties at least twice a year using the Investor Meets Company platform. In addition, the Group held a capital markets day in July 2021 and has recently held another in February 2022. These are held at Zinc headquarters in London, providing a chance for investors to meet the executive team and Chairman along with members of the SMT, and they provide market insights and showcase the creative work from around the Group. The Group appointed Investor Focus Communications (IFC) as its investor relations and financial PR advisor in December 2021. They will be leading the Group's investor engagement strategy during the coming year. Other shareholder conversations take place throughout the year and news is regularly posted on the Group's website and on the Group's social media feeds. Links to these can be found at www.zincmedia.com .

Programme highlights

2021 was packed with programme and editorial highlights including many 'firsts' for the Group.

In television, the PSBs (Public Service Broadcasters) - the BBC, ITV, Channel 4 and Channel 5 - represent the largest market for Zinc and the Group produces for all these channels.

Ian Wright: Home Truths for BBC One attracted very high levels of press and discussion, and is another world-class piece of reputational television. Blitz Spirit with Lucy Worsley, a follow-up to the BAFTA Award winning Suffragettes with Lucy Worsley, transmitted on BBC One in February 2021. The Hunt for Gaddafi's Billions, a feature-length documentary for BBC, VPRO, ZDF/Arte and other broadcasters transmitted on BBC FOUR and was nominated in the category of best current affairs at the International Emmy Awards. Norma Percy's series Trump Takes on the World was a three-part series for the BBC, Arte France and other international broadcasters which transmitted on BBC One to great acclaim.

On ITV 9/11: Life Under Attack anchored ITV's coverage of the 20(th) anniversary of the Twin Towers attack and has been nominated for an RTS award. The Group produced several series for Channel 4 including the returning series Emergency Helicopter Medics from Tern TV for More4, and 50 Years of Mr Men with Matt Lucas for Channel 4. Excellent progress was made with Channel 5 during 2021, with Tern TV producing Thatcher vs The Miners and Red Sauce winning the Group's largest ever series commission for Bargain Loving Brits in the Sun.

Productions made outside London ("MoL") are important for the PSBs and Zinc is well placed to address this need, with substantive long term production centres in Manchester, Glasgow, Belfast and Aberdeen. Zinc's proportion of MoL TV production revenues in 2021 was 71%, up from 58% in 2020, driven by the success of Red Sauce in Manchester and Tern TV in Scotland and Northern Ireland.

The Group made good progress moving into new markets in the UK multichannel networks. Zinc won its first major new series for the Discovery Group: Spooked: Scotland, a 10-part series from Tern TV. Red Sauce picked up a new 'blue light' series for Dave titled Special Ops: Crime Squad UK which is a potential returning series, and Zinc Communicate won the Group's first Advertiser Funded Programme (AFP), a series broadcast on Sky Arts, funded by Adobe, titled My Greatest Shot and produced by Tern TV in Scotland.

Additionally, the Group made significant progress in diversifying into content for brands and agencies. The Group's newest TV label Supercollider won its first production, Human Pinball for Red Bull, a stunt action film with YouTube freerunning star Pasha. This premium television production was released on social media and Red Bull's own channels. Supercollider followed this up by producing social media content for The Lego Group to launch their Lego Stuntz range of toys.

Zinc Communicate launched into the potentially lucrative market of podcasting, which builds organically from Zinc's heritage in radio production. The audio and podcasting business won its first commission for Amazon Audible, as well as its first commercial podcasts.

Market and outlook

The content market is improving from the Covid-19 inflicted decline. Prior to the pandemic, the television production market in the UK was worth GBP4.7bn, with Factual television, Zinc's core competence, accounting for GBP1bn [3] . The television commissioning market can broadly be split in to four buyers: UK PSBs including Nations and Regions, UK multi-channel networks (e.g. UKTV, Sky), international channels and SVoD (Subscription Video on Demand e.g. Netflix).

The PSBs remain the single largest buyers of original UK production and Zinc consistently wins commissions from all the UK PSBs. Given the size of this market there is a significant opportunity for Zinc to grow its share, with even modest growth in market share expected to translate into significant improvements in profitability. As a result of the many new hires made during the last 12 months the Group anticipates steady growth from the UK PSBs in the years ahead, with a particular focus on winning new commissions from the BBC, Channel 4 and Channel 5.

Zinc has broken into new TV markets in 2021. This includes the growing market occupied by the UK multi-channel networks with new clients including Dave and Sky. The international commissioning market has been impacted by Covid-19 for longer than the UK. Prior to Covid-19 Zinc was able to generate approximately 30% of its television revenues from this market, and as the world comes out of the pandemic the Group is optimistic it will see revenues from this market recover.

The final market for original unscripted production is the SVoD market. While the number of hours commissioned from UK indies remains small by comparison with the UK PSBs this is a growing market and Zinc is making good progress winning client funded developments from potential new customers.

In addition to broadcast television production the Group's commercial content production division Zinc Communicate is successfully diversifying revenues into new content rich markets. These include branded entertainment, audio and podcasting and corporate video. The Group has successfully launched new businesses in these markets and anticipates accelerated growth from these businesses in 2022 and beyond.

As at 14 April the pipeline for the Group is over GBP35m of potential new business which could deliver in 2022, of which GBP8m is highly advanced with buyers. Strong pipeline conversion has been a challenge during the pandemic with buyers hesitant to commit significant spend while crews and partners have themselves been impacted by Covid-19 delays. However, the Group has every expectation of accelerating the conversion of this strong pipeline as confidence returns to the market, and fully expects to see a faster conversion of new business in the year ahead.

The size of the opportunity for the Group is significant. H2's results provide evidence that the Group can generate healthy EBITDA and cash as it scales. Growth will come from pursuing organic and acquisitive opportunities. We believe the management, board, shareholders and employees are aligned on this approach, and we are optimistic that growth will accelerate in 2022 and beyond.

CFO'S REPORT

Income statement

During FY20, the Group's accounting reference date was changed from 30 June to 31 December and as a result the prior period figures for FY20 in this report relate to an eighteen-month period.

Once the worst impacts of Covid-19 were behind us the Group saw a significant upturn: revenues in the second half of the year versus the first half increased by 50% to GBP10.5m, and the Group generated Adjusted EBITDA [4] of GBP0.5m (H1 2021: GBP1.1m loss).

Revenue from continuing operations for the year was GBP17.5m (FY20 18 month period: GBP30.6m). Adjusted EBITDA from continuing operations was a GBP0.6m loss in the year (FY20 18 month period: GBP0.8m loss).

Five new businesses were launched in the last 18 months, which collectively generated GBP5m, or 29%, of Group revenue in the year. The new businesses within Zinc Communicate helped propel its revenues to 17% of Group revenue in the year, almost double the proportion in FY20. This is in line with the strategy to continue to build the television businesses whilst diversifying revenue.

Tern TV continued to perform well in the year with revenues of GBP6.7m. London & Manchester TV generated GBP7.9m of revenue and made a profit at Adjusted EBITDA level for the first time since 2017. This is particularly encouraging given the investment made in new roles during the year as this division felt the impact of the pandemic more acutely than other parts of the business owing to its dependence on more expensive and international programmes.

Total gross margin increased during the period from 30.1% to 38.5%. The increase in margin was driven primarily by London and Manchester TV where production gross margins increased from 29.6% to 37.2% due to the previous year's investment in post-production equipment, changes in production management and improvements in financial management.

Earnings per share

Basic and diluted loss per share from continuing operations in the period was 15.80p (18 months ended 31 December 2020: loss per share of 66.38p). These measures were calculated on the losses for the period from continuing operations attributable to Zinc Media Group shareholders of GBP2.5m (18 months ended 31 December 2020: loss of GBP4.3m) divided by the weighted average number of shares in issue during the period being 16,095,991 (18 months ended 31 December 2020: 6,507,620).

The Board does not recommend the payment of a final dividend (18 months ended 31 December 2020: GBPnil).

Statement of Financial Position

Assets

Cash at the end of December 2021 was GBP5.6m, having decreased by GBP1.2m during the period as a result of a combination of outflows from operating activities, capital expenditure, property leases and the servicing of the long-term debt.

Equity and Liabilities

Equity has reduced from GBP6.0m to GBP3.7m principally driven by the loss in the year.

Total liabilities have remained static. The Group had an outstanding balance on long-term debt of GBP3.4m at the year end (2020: GBP3.4m). The Directors believe the Group has strong shareholder support, evidenced by shareholders investing GBP7.5m in new equity in recent years and the long-term debt holders, who are also major shareholders with 44% of the Group's shares, extending the repayment date of the Group's long-term debt from December 2022 to December 2024.

Cash Flows

The Group is pleased to report that free cash flow of GBP0.5m was generated from operations in the second half of the year (H1 2021: GBP1.1m outflow).

Across the full year the Group experienced a modest cash outflow from operating activities of GBP0.2m (FY20 18 month period: GBP0.7m outflow) due to an increase in working capital of GBP0.4m offsetting a cash outflow of GBP0.6m.

Working capital has been closely managed, and together with much reduced capital expenditure of GBP0.3m - following the previous period's GBP1.0m capital expenditure, mostly comprising investment in production equipment to drive increased gross margins in TV - the cash position of the Group has remained buoyant and the Group ended the year with GBP5.6m (2020: GBP6.8m).

Post Balance Sheet Events

Post year-end, the long-term debt holders agreed to extend the term of the debt by two years, such that the repayment of the debt is now due on 31 December 2024.

Key Performance Indicators (KPIs)

In monitoring the performance of the business, the executive management team uses the following KPIs:

   --      TV production gross margins 
   --      Revenue growth 
   --      Revenue diversification 
   --      Pipeline and order book growth 
   --      Adjusted EBITDA 
   --      Cash generation 
   --      Audience and market response to programming content (viewing ratings, industry awards etc.) 

These KPIs have been reported within the CEO's Report and CFO's Report.

Consolidated income statement for the year ended 31 December 2021

 
                                                12 months ended   18 months ended 
                                                    31 December       31 December 
                                                           2021              2020 
                                        Notes           GBP'000           GBP'000 
-------------------------------------  ------  ----------------  ---------------- 
 
 Continuing operations 
 Revenue                                    4            17,491            30,552 
 Cost of sales                              5          (10,759)          (21,359) 
-------------------------------------  ------  ----------------  ---------------- 
 Gross profit                                             6,732             9,193 
 Operating expenses                         5           (9,097)          (12,865) 
 Operating loss                                         (2,365)           (3,672) 
-------------------------------------  ------  ----------------  ---------------- 
 Depreciation & amortisation                5             1,486             2,246 
 Share based payment charge                 7               122                22 
 Loss on disposal of fixed assets                             4                22 
 Exceptional items                          8               141               589 
 Adjusted EBITDA                                          (612)             (793) 
                                       ------  ---------------- 
 Finance costs                              9             (241)             (460) 
 Finance income                             9                 -                 2 
-------------------------------------  ------  ----------------  ---------------- 
 Loss before tax                                        (2,606)           (4,130) 
 Taxation credit/(charge)                  10                86             (157) 
 Loss for the period from continuing 
  operations                                            (2,520)           (4,287) 
 Loss from discontinued operations         11                 -             (624) 
 Loss for the period                                    (2,520)           (4,911) 
-------------------------------------  ------  ----------------  ---------------- 
 Attributable to: 
 Equity holders                                         (2,544)           (4,944) 
 Non-controlling interest                                    24                33 
 Retained loss for the period                           (2,520)           (4,911) 
-------------------------------------  ------  ----------------  ---------------- 
 
 Earnings per share 
 From continuing operations: 
 Basic                                     12          (15.80)p          (66.38)p 
 Diluted                                   12          (15.80)p          (66.38)p 
 
 From discontinued operations: 
 Basic                                     12           (0.00)p           (9.59)p 
 Diluted                                   12           (0.00)p           (9.59)p 
-------------------------------------  ------  ----------------  ---------------- 
 

Adjusted EBITDA is defined as EBITDA before share based payment charge, loss on disposal of fixed assets and exceptional items. The loss for the period attributable to equity holders from continuing operations is GBP2,544k (18 months ended 31 December 2020: GBP4,320k) and the loss to equity holders from discontinued operations is GBPnil (18 months ended 31 December 2020: GBP624k).

The accompanying principal accounting policies and notes form part of these consolidated financial statements.

Consolidated statement of comprehensive income for the year ended 31 December 2021

 
 
                                                        12 months     18 months 
                                                            ended         ended 
                                                      31 December   31 December 
                                                             2021          2020 
                                                          GBP'000       GBP'000 
--------------------------------------------------   ------------  ------------ 
 
 Loss for the year and total comprehensive income 
  for the period                                          (2,520)       (4,911) 
 Attributable to: 
 Equity holders                                           (2,544)       (4,944) 
 Non-controlling interest                                      24            33 
                                                          (2,520)       (4,911) 
 --------------------------------------------------  ------------  ------------ 
 
 

Consolidated statement of financial position as at 31 December 2021

 
                                                          2021      2020 
                                                Note   GBP'000   GBP'000 
---------------------------------------------  -----  --------  -------- 
 Assets 
 Non-current 
 Goodwill and intangible assets                   13     3,800     4,505 
 Property, plant and equipment                    14       904       934 
 Right-of-use assets                              19     1,159     1,277 
                                                         5,863     6,716 
---------------------------------------------  -----  --------  -------- 
 Current assets 
 Inventories                                      15       226       184 
 Trade and other receivables                      16     3,887     4,279 
 Cash and cash equivalents                        17     5,608     6,805 
                                                         9,721    11,268 
---------------------------------------------  -----  --------  -------- 
 Total assets                                           15,584    17,984 
---------------------------------------------  -----  --------  -------- 
 
 Equity 
 Called up share capital                          24        20        20 
 Share premium account                            24     4,785     4,654 
 Share based payment reserve                               277       155 
 Merger reserve                                   24        27        27 
 Retained earnings                                24   (1,386)     1,158 
---------------------------------------------  -----  --------  -------- 
 Total equity attributable to equity holders 
  of the parent                                          3,723     6,014 
---------------------------------------------  -----  --------  -------- 
 Non-controlling interests                                  24        12 
---------------------------------------------  -----  --------  -------- 
 Total equity                                            3,747     6,026 
---------------------------------------------  -----  --------  -------- 
 
 Liabilities 
 Non-current 
 Borrowings                                       20         -     3,426 
 Lease liabilities                                19       735     1,066 
 Deferred tax                                     22       190       277 
 Provisions                                       23       250        75 
                                                         1,175     4,844 
---------------------------------------------  -----  --------  -------- 
 Current 
 Trade and other payables                         18     6,799     6,771 
 Current tax liabilities                                     4         6 
 Borrowings                                       20     3,428         - 
 Lease liabilities                                19       431       337 
                                                        10,662     7,114 
                                                      --------  -------- 
 Total equity and liabilities                           15,584    17,984 
---------------------------------------------  -----  --------  -------- 
 

The consolidated financial statements were authorised for issue and approved by the Board on 21 April 2022 and are signed on its behalf by Will Sawyer.

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

Company registration number: SC075133

Consolidated statement of cash flows for the year ended 31 December 2021

 
                                                                              18 months 
                                                          12 months ended         ended 
                                                              31 December   31 December 
                                                                     2021          2020 
                                                   Note           GBP'000       GBP'000 
------------------------------------------------  -----  ----------------  ------------ 
 Cash flows from operating activities 
 Loss for the year before tax from continuing 
  operations                                                      (2,606)       (4,130) 
 Loss for the year before tax from discontinued 
  operations                                                            -         (624) 
------------------------------------------------  -----  ----------------  ------------ 
                                                                  (2,606)       (4,754) 
 Adjustments for: 
 Depreciation                                         5               782         1,278 
 Amortisation and impairment of intangibles           5               704         1,039 
 Finance costs                                        9               241           460 
 Finance income                                       9                 -           (2) 
 Share based payment charge                           7               122            22 
 Loss on remeasurement of deferred contingent 
  consideration                                       8                 -            41 
 Contingent consideration deemed remuneration         8                 -           160 
 Consideration paid in shares                                         131             - 
 Loss on disposal of assets                                             4            22 
                                                                    (623)       (1,734) 
 (Increase) / decrease in inventories                                (42)            52 
 (Increase) / decrease in trade and other 
  receivables                                                         392         2,579 
 Increase / (decrease) in trade and other 
  payables                                                             28       (1,565) 
------------------------------------------------  -----  ----------------  ------------ 
 Cash (used in) / generated in operations                           (245)         (668) 
 Finance costs paid                                                     -          (69) 
 Finance income                                                         -             2 
 Interest on lease                                                      -          (89) 
 Tax paid                                                               -             - 
 Net cash flows (used in) / generated in 
  operating activities                                              (245)         (824) 
------------------------------------------------  -----  ----------------  ------------ 
 Investing activities 
 Payment of contingent consideration on 
  acquisition of subsidiary                                             -         (750) 
 Purchase of property, plant and equipment           14             (273)         (988) 
 Purchase of intangible assets                                          -         (108) 
 Net cash flows used in investing activities                        (273)       (1,846) 
------------------------------------------------  -----  ----------------  ------------ 
 Financing activities 
 Issue of ordinary share capital (net of 
  issue costs)                                                          -         7,094 
 Principal elements of lease payments                               (432)         (698) 
 Interest paid                                                      (241)         (172) 
 Net cash flows generated from / (used 
  in) from financing activities                                     (673)         6,224 
------------------------------------------------  -----  ----------------  ------------ 
 Net (decrease) / increase in cash and 
  cash equivalents                                                (1,191)         3,554 
 Translation differences                                              (6)            38 
 Cash and cash equivalents at beginning 
  of year/period                                     17             6,805         3,213 
------------------------------------------------  -----  ----------------  ------------ 
 Cash and cash equivalents at year/period 
  end                                                17             5,608         6,805 
------------------------------------------------  -----  ----------------  ------------ 
 

Consolidated statement of changes in equity for the year ended 31 December 2021

 
 
 
                                                                                     Total equity 
                                                                                     attributable 
                                          Share                                       to equity 
                                          based                                        holders 
            Share              Share     payment   Merger    Preference   Retained        of        Non-controlling    Total 
           capital            premium    reserve   reserve     shares     earnings    the parent       interest       equity 
           GBP'000            GBP'000    GBP'000   GBP'000    GBP'000     GBP'000      GBP'000          GBP'000       GBP'000 
 
 Balance at 1 
  July 2019          5,928     30,509      133       875        839       (35,625)      2,659              8           2,667 
-----------------  --------  ---------  --------  --------  -----------  ---------  -------------  ----------------  -------- 
 Loss and total 
  comprehensive 
  income for the 
  period               -         -          -         -          -        (4,944)      (4,944)            33          (4,911) 
-----------------  --------  ---------  --------  --------  -----------  ---------  -------------  ----------------  -------- 
 Equity-settled 
  share-based 
  payments             -         -         22         -          -           -            22               -            22 
 Shares issued in 
  placing             13       7,487        -         -          -           -          7,500              -           7,500 
 Consideration 
  paid in shares       1        489         -        65          -           60          615               -            615 
 Shares issued in 
  lieu of fees         -         48         -         -          -           -            48               -            48 
 Shares issued in 
  debt conversion      1        427         -         -          -           -           428               -            428 
 Conversion of 
  preference 
  shares               8        923         -         -        (839)         -            92               -            92 
 Expenses of 
  issue of shares      -       (406)        -         -          -           -          (406)              -           (406) 
 Capital 
  reduction         (5,931)   (34,823)      -       (913)        -         41,667         -                -             - 
 Dividends paid        -         -          -         -          -           -            -              (29)          (29) 
 Total 
  transactions 
  with owners 
  of the Company    (5,908)   (25,855)     22       (848)      (839)       36,783       3,355              4           3,359 
-----------------  --------  ---------  --------  --------  -----------  ---------  -------------  ----------------  -------- 
 Balance at 31 
  December 2020       20       4,654       155       27          -         1,158        6,014             12           6,026 
-----------------  --------  ---------  --------  --------  -----------  ---------  -------------  ----------------  -------- 
 
 Balance at 1 
  January 2021        20       4,654       155       27          -         1,158        6,014             12           6,026 
-----------------  --------  ---------  --------  --------  -----------  ---------  -------------  ----------------  -------- 
 Loss and total 
  comprehensive 
  income for the 
  period               -         -          -         -          -        (2,544)      (2,544)            24          (2,520) 
-----------------  --------  ---------  --------  --------  -----------  ---------  -------------  ----------------  -------- 
 Equity-settled 
  share-based 
  payments             -         -         122        -          -           -           122               -            122 
 Consideration 
  paid in shares       -        131         -         -          -           -           131               -            131 
 Dividends paid        -         -          -         -          -           -            -              (12)          (12) 
 Total 
  transactions 
  with owners 
  of the Company       -        131        122        -          -        (2,544)      (2,291)            12          (2,279) 
-----------------  --------  ---------  --------  --------  -----------  ---------  -------------  ----------------  -------- 
 Balance at 31 
  December 2021       20       4,785       277       27          -        (1,386)       3,723             24           3,747 
-----------------  --------  ---------  --------  --------  -----------  ---------  -------------  ----------------  -------- 
 
 

Notes to the preliminary financial information

   1.   GENERAL INFORMATION 

Zinc Media Group plc and its subsidiaries (the Group) produce high quality television and cross-platform content.

Zinc Media Group plc is the Group's ultimate parent and is a public listed company incorporated in Scotland. The address of its registered office is 4(th) Floor, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN. Its shares are traded on the AIM Market of the London Stock Exchange plc (LSE:ZIN).

The financial statements are presented in Sterling (GBP), rounded to the nearest thousand.

   2.   BASIS OF PREPARATION 

This preliminary financial information does not constitute statutory accounts within the meaning of S434 of the Companies Act 2006 for the financial year ended 31 December 2021 or the 18 month period ending 31 December 2020.

The financial statements of the Group for the financial year ended 31 December 2021 have been prepared in accordance with UK-adopted-International Accounting Standards. The financial statements have been prepared primarily under the historical cost convention, with the exception of contingent consideration measured at fair value. Areas where other bases are applied are identified in the accounting policies below.

The Group's accounting policies have been applied consistently throughout the Group to all the periods presented, unless otherwise stated.

The preliminary financial information for the periods ended 31 December 2021 and 2020 has been extracted from the audited statutory accounts for the year ended 31 December 2021 and prepared on the same basis as the accounting policies adopted in those accounts. The statutory accounts for the year ended 31 December 2021 have yet to be delivered to the Registrar of Companies and have been prepared in accordance with UK-adopted-International Accounting Standards.

Statutory accounts for the year ended 31 December 2021 will be delivered to the Registrar of Companies and sent to Shareholders shortly.

The audit report on the statutory financial statements for the year ended 31 December 2021 is unqualified and does not include reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and does not contain any statement under Section 498(2) or (3) of the Companies Act 2006.

Statutory accounts for the year ended 31 December 2020 been filed with the Registrar of Companies. The auditor's report on those accounts was unqualified and did not include reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under section 498(2) and (3) of the Companies Act 2006.

2.1) Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities as they fall due for a period of at least 12 months from the date of signing of the financial statements. The Group is dependent for its working capital requirements on cash generated from operations, cash holdings, long-term debt and from equity markets.

The Directors believe the Group has sufficient cash resources. As at 31 December 2021 the cash holdings of the Group were GBP5.6m and net cash was GBP2.2m. The Group also has an overdraft facility of GBP0.6m available.

The Directors believe the Group has strong shareholder support, evidenced by shareholders investing GBP7.5m in new equity in recent years and the long-term debt holders, who are also major shareholders with 44% of the Group's shares, post year end having agreed to extending the repayment date of the Group's long-term debt from December 2022 to December 2024.

Management have prepared forecasts and scenarios under which cashflows may vary and believe there are sufficient mitigating actions that can be employed to enable the Group to operate within its current level of financing for a period of at least 12 months from the date of signing of the financial statements.

There are several factors which could materially affect the Group's cashflows, including the impact of any further Covid-19 related restrictions, the underlying performance of the business and uncertainty regarding the timing of receipts from customers. The Directors have prepared scenario plans. The main variable is the run rate of new business, particularly in relation to commissions of television programmes. Whilst the sales pipeline is healthy the timing of new sales is hard to predict and the scenarios include revenues being 25% down on pre-Covid levels of 2019. The Directors have reviewed management's forecasts and scenarios under which cashflows may vary and remain confident that the Group will have sufficient cash resources for a period of at least 12 months from issuing the financial statements in these scenarios.

In light of the forecasts, the support provided by the loan providers who are also significant shareholders, along with mitigating measures available to be used if needed, the Directors believe that the going concern basis upon which the financial statements have been prepared is reasonable.

2.2) Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 December 2021. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Non-controlling interests (NCI) represents the share of non-wholly owned subsidiaries' net assets that are not directly attributable to the shareholders of the Group.

2.3) Adoption of new and revised standards

New standards, interpretations and amendments effective from 1 January 2021

In the current period, the following standards and interpretations have been adopted which were effective for

periods commencing on or after 1 January 2021:

- Amendment to IFRS 16 Leases Covid-19 - Related Rent Concessions (effective 30 June 2020)

- Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform

(effective 1 January 2021)

- Amendments to IFRS 4 Insurance Contracts - deferral of IFRS 9 (effective 1 January 2021)

The adoption of these amendments has not had a material impact on the financial statements.

New standards and interpretations that have not been early adopted

None of the new standards, amendments and interpretations, which are effective for periods beginning after 1 January 2022 and which have not been adopted early, are expected to have a significant effect on the consolidated financial statements of the Group .

3) ACCOUNTING POLICIES

3.1) Revenue

The Group recognises revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the Group follow these steps:

   1.   Identify the contract with the customer 
   2.   Identify the performance obligations in the contract 
   3.   Determine the transaction price 
   4.   Allocate the transaction price to the performance obligations in the contract 
   5.   Recognise revenue when (or as) the entity satisfies a performance obligation 

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts and sales related taxes.

Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity, the costs incurred or to be incurred can be measured reliably, and when the criteria for each of the Group's different activities has been met.

Where productions are in progress at the year end and where the revenue amounts invoiced exceed the value of work done the excess is shown as contract liabilities; where the revenue recognised exceed revenue invoiced the amounts are classified as contract assets. The contract asset is transferred to receivables when the entitlement to payment becomes unconditional. Where it is anticipated that a production will make a loss, the anticipated loss is provided for in full.

The accounting policies specific to the Group's key operating revenue categories are outlined below:

TV - production revenue

Production revenue from contracts with broadcasters comprises work carried out to produce and deliver television programmes and broadcaster licence fees. These are combined performance obligations because the production and licence are indistinct, and the licence is not the primary or dominant component of the combined performance obligation. The Group considers the combined performance obligation to be satisfied over time as it does not create an asset with an alternative use at contract inception and the Group has an enforceable right to payment for performance completed to date.

The Group recognises revenue over time by measuring the progress towards complete satisfaction of the performance obligation, in line with transferring control of goods or services promised to a customer. The Group transfers control of the programme over time, and costs are incurred in line with performance completed. The percentage of completion is calculated as the ratio of the contract costs incurred up until the end of the period to the total estimated programme cost.

TV - distribution revenue

Distribution revenue comprises sums receivable from the exploitation of programmes in which the company owns rights and is received as advances and royalties.

Advances are fixed sums receivable at the beginning of exploitation that are not dependent on the sales performance of the programme. They are recognised when all the following criteria have been met:

   i)    an agreement has been executed by both parties; and 
   ii)    the programme has been delivered; and 
   iii)   the licence period has begun. 

Royalty revenue is dependent on the sales performance of the programme and is recognised when royalty amounts are confirmed.

Zinc Communicate

The three types of revenue, which comprise distinct performance obligations, are:

1. Publishing: advertising revenue is recognised on the date publications are dispatched to customers which is when control transfers.

2. Online: revenue is recognised at the point of delivery or fulfilment for single/discrete services which is when control transfers.

3. Content production: recognition of revenue is by reference to stage of completion of the specific transaction assessed based on the actual service provided as a proportion of the total services to be provided, which is done on the same basis as TV production revenue.

3.2) Government grants

Grants received as part of Government assistance to retain employees during the Covid-19 pandemic have been recognised in the Consolidated Statement of Comprehensive Income in the same period that the related employee cost has been recognised.

3.3) Property, plant and equipment

Property, plant and equipment are stated at cost net of depreciation and any provision for impairment.

Depreciation is calculated to write down the cost less estimated residual value of all property, plant and equipment by equal annual instalments over their expected useful lives. The rates generally applicable are:

   Leasehold premises                  over the term of the lease 
   Office equipment                      10%-20% on cost 
   Computer equipment                 20%-33% on cost 
   Motor vehicles                          25% on cost 

Useful economic lives are reviewed annually. Depreciation is charged on all additions to, or disposals of, depreciating assets in the year of purchase or disposal. Any impairment in values is charged to the income statement.

3.4) Intangible assets

Business combinations are accounted for by applying the acquisition method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable intangibles are those which can be sold separately, or which arise from legal rights regardless of whether those rights are separable.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but tested annually for impairment.

Goodwill arising on acquisitions is attributable to operational synergies and earnings potential expected to be realised over the longer term.

The intangible assets other than goodwill are in respect of the customer relationships, brand and distribution catalogue acquired in respect of the acquisition of Reef Television and Tern Television Productions and in each case, are amortised over the expected life of the earnings associated with the asset acquired.

   Brands, Customer relationships, Distribution catalogue               Over 7 years 

Software Over 2 years

The distribution catalogue intangible asset arises on the acquisition of Tern Television Productions. It is amortised over 5 years and as at 31 December 2021 the remaining useful life was 2.5 years.

Brands and customer relationships relate to the acquisition of Reef Television and Tern Television Productions. They are amortised over a period of 7 years and as at 31 December 2021 there were 0.5 more years of useful life remaining for Reef Television and 2.5 years remaining for Tern Television Productions.

The software relates to a finance system that was purchased in 2020 and is used across the group.

3.5) Leased assets

For any new contracts the Group considers whether a contract is, or contains, a lease. A lease is defined as 'a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration'. To apply this definition the Group assesses whether the contract meets three key evaluations which are whether:

-- The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group; and

-- The Group has the right to obtain substantially all the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; and

-- The Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it has the right to direct 'how and for what purpose' the asset is used throughout the period of use.

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group's incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments, variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification.

When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or income statement if the right-of-use is already reduced to zero. The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in the income statement on a straight-line basis over the lease term.

3.6) Inventories

Inventories in TV comprise of costs on productions that are incomplete at the year-end less any amounts recognised as cost of sales.

Inventories in Zinc Communicate comprise:

-- Cumulative costs incurred in relation to unpublished titles or events, less provision for future losses, and are valued based on direct costs plus attributable overheads based on a normal level of activity. No element of profit is included in the valuation of inventories.

-- Inventories comprise costs of unsold publishing stock and costs on projects that are incomplete at the year-end less any amounts recognised as cost of sales.

3.7) Impairment of assets

For the purposes of assessing impairment, non-financial assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at the cash-generating unit level.

Goodwill is allocated to those cash generating units that are expected to benefit from the synergies of the related business combination and represent the lowest level within the Group at which management monitors the related cash flows. Goodwill and other individual assets or cash-generating units are tested for impairment annually or whenever events / changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the assets or cash-generating unit's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based on an internal discounted cash flow evaluation. Impairment losses recognised for cash-generating units, to which goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash generating unit. Except for goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist.

3.8) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturity of less than three months.

3.9) Current and deferred taxation

Current tax is the tax currently payable based on taxable profit for the year.

Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases.

Deferred tax is not recognised in respect of:

   --      the initial recognition of goodwill that is not tax deductible; and 

-- the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates and laws that are expected to apply to their respective year of realisation, provided they are enacted or substantively enacted at the reporting date.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

   3.10)     Financial instruments 

Recognition of financial instruments

Financial assets and liabilities are recognised on the Group's Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.

Financial assets

Initial and subsequent measurement of financial assets

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and other short-term deposits held by the company with maturities of less than three months.

Trade and other receivables

Trade receivables are initially measured at fair value. Other receivables are initially measured at fair value plus transaction costs. Receivables are subsequently measured at amortised cost using the effective interest rate method.

Impairment of trade receivables

For trade receivables, expected credit losses are measured by applying an expected loss rate to the gross carrying amount. The expected loss rate comprises the risk of a default occurring and the expected cash flows on default based on the aging of the receivable. The risk of a default occurring always takes into consideration all possible default events over the expected life of those receivables ("the lifetime expected credit losses"). Different provision rates and periods are used based on groupings of historic credit loss experience by product type, customer type and location.

Impairment losses and any subsequent reversals of impairment losses are adjusted against the carrying amount of the receivable and are recognised in profit or loss.

Financial liabilities and equity

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.

Initial and subsequent measurement of financial liabilities

Trade and other payables

Trade and other payables are initially measured at fair value, net of direct transaction costs and subsequently measured at amortised cost.

Loan notes

Loan notes are initially recognised at fair value, adjusted for transaction costs, and subsequently measured at amortised cost using the effective interest rate method.

Finance charges, including premiums payable on settlement and direct issue costs, are accounted for on an effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the year in which they arise.

Contingent consideration

The acquisition-date fair value of any contingent consideration is recognised as part of the consideration transferred by the Group in exchange for the acquiree. Changes in the fair value of contingent consideration that result from additional information obtained during the measurement period (maximum one year from the acquisition date) about facts and circumstances that existed at the acquisition date are adjusted retrospectively against goodwill. Other changes resulting from events after the acquisition date are recognised in profit or loss.

Equity instruments

Equity instruments issued by the Company are recorded at fair value on initial recognition net of transaction costs.

Derecognition of financial assets (including write-offs) and financial liabilities

A financial asset (or part thereof) is derecognised when the contractual rights to cash flows expire or are settled, or when the contractual rights to receive the cash flows of the financial asset and substantially all the risks and rewards of ownership are transferred to another party.

When there is no reasonable expectation of recovering a financial asset it is derecognised ('written off').

The gain or loss on derecognition of financial assets measured at amortised cost is recognised in profit or loss.

A financial liability (or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires.

Any difference between the carrying amount of a financial liability (or part thereof) that is derecognised, and the consideration paid is recognised in profit or loss.

   3.11)     Employee benefits 

Equity settled share-based payments

Where employees are rewarded using equity settled share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the instrument granted to the employee. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions.

All equity-settled share-based payments are ultimately recognised as an expense in the income statement with a corresponding credit to reserves.

If vesting periods apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are revised subsequently if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current year. No adjustment is made to any expense recognised in prior years if share options that have vested are not exercised.

Retirement benefits

Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement when they are due.

   3.12)     Provisions 

Provisions are recognised when: the group has a present legal or constructive obligation as result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. Any increase in the provision due to the passage of time is recognised as interest expense.

   3.13)     Foreign currencies 

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the income statement.

   3.14)     Significant judgements and estimates 

The preparation of consolidated financial statements under IFRS requires the Group to make estimates and assumptions that affect the application of policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below.

Revenue recognition

The main judgements regarding revenue recognition relate to TV production revenue. The Group considers the production and licence elements to be a combined performance obligation to be satisfied and recognised over time. This is explained in note 3.1.

Impairment of goodwill and intangible assets

The Group is required to test, at least annually, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a suitable discount rate to calculate the present value of these cash flows. Actual outcomes could vary. See note 13 for details of how these judgements are made.

Deferred tax asset on losses

Judgements are made to determine deferred tax assets on losses. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised. Assessment of future taxable profit is performed at every reporting date. See note 22 for details of the deferred tax asset recognised at 31 December 2021.

   3.15)     Segmental reporting 

In identifying its operating segments, management follows the Group's service lines, which represent the main products and services provided by the Group. The activities undertaken by the TV segment include the production of television and radio content. The Zinc Communicate unit includes publishing and content production.

Each of these operating segments is managed separately as each service line requires different resources as well as marketing approaches. All inter-segment transfers are carried out at arm's length prices.

The measurement policies the Group uses for segment reporting under IFRS 8 are the same as those used in its financial statements.

4) SEGMENTAL INFORMATION AND REVENUE

Segmental information

The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors who categorise the Group's two service lines as two operating segments: Television and Zinc Communicate. These operating segments are monitored, and strategic decisions are made on the basis of adjusted segment operating results.

 
                                                                   Central and 
                        Television           Zinc Communicate       plc                    Total 
-----------------  --------------------  -----------------------  --------------------  ----------  ---------- 
                                     18                                             18 
                        Year     Months       Year     18 Months       Year     Months        Year   18 Months 
                       ended      ended      ended         ended      ended      ended       ended       ended 
                          31         31         31                       31         31          31          31 
                    December   December   December   31 December   December   December    December    December 
                        2021       2020       2021          2020       2021       2020        2021        2020 
 Continuing 
 Operations          GBP'000    GBP'000    GBP'000       GBP'000    GBP'000    GBP'000     GBP'000     GBP'000 
                   ---------  ---------  ---------  ------------  ---------  ---------  ----------  ---------- 
 Revenue              14,565     27,790      2,926         2,759          -          3      17,491      30,552 
-----------------  ---------  ---------  ---------  ------------  ---------  ---------  ----------  ---------- 
 Adjusted EBITDA*        932      1,633      (241)         (287)    (1,303)    (2,139)       (612)       (793) 
 Depreciation          (582)    (1,107)       (48)           (7)      (151)      (158)       (782)     (1,272) 
 Amortisation          (650)      (974)          -             -       (54)          -       (704)       (974) 
 Share based 
  payment 
  charge                   -          -          -             -      (122)       (22)       (122)        (22) 
 Loss on disposal 
  of fixed assets        (4)       (22)          -             -          -          -         (4)        (22) 
 Exceptional 
  items                  (2)      (176)       (51)          (19)       (88)      (394)       (141)       (589) 
 Operating (loss)      (307)      (646)      (340)         (313)    (1,718)    (2,713)     (2,365)     (3,672) 
-----------------  ---------  ---------  ---------  ------------  ---------  ---------  ----------  ---------- 
 Finance costs          (12)       (26)          -             -      (229)      (434)       (241)       (460) 
 Finance income            -          2          -             -          -          -           -           2 
-----------------  ---------  ---------  ---------  ------------  ---------  ---------  ----------  ---------- 
 Loss before tax       (319)      (670)      (340)         (313)    (1,947)    (3,147)     (2,606)     (4,130) 
-----------------  ---------  ---------  ---------  ------------  ---------  ---------  ----------  ---------- 
 Taxation 
  credit/(charge)          4          -          -             -         82      (157)          86       (157) 
-----------------  ---------  ---------  ---------  ------------  ---------  ---------  ----------  ---------- 
 Loss for the 
  year                 (315)      (670)      (340)         (313)    (1,865)    (3,304)     (2,520)     (4,287) 
-----------------  ---------  ---------  ---------  ------------  ---------  ---------  ----------  ---------- 
 Segment Assets       12,571     11,872      2,151         1,109        862      4,946      15,584      17,927 
-----------------  ---------  ---------  ---------  ------------  ---------  ---------  ----------  ---------- 
 Segment 
  Liabilities       (15,294)    (6,432)    (1,207)         (839)      4,664    (4,658)    (11,837)    (11,929) 
-----------------  ---------  ---------  ---------  ------------  ---------  ---------  ----------  ---------- 
 
   Other Segment 
   Items: 
 Expenditure on 
  intangible 
  assets                   -          -          -             -          -        108           -         108 
 Expenditure on 
  tangible assets        236        126          6             -         31        862         273         988 
 
 

* Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation, share based payment charges, loss on disposal of fixed assets and exceptional items

Items included under 'Central and Plc' do not constitute an operating segment and relate mainly to Group activities based in the United Kingdom. Central and plc costs relate to Directors, support functions and costs resulting from being listed.

The internal reporting of the Group's performance does not require that costs and/or Statement of Financial Position information is gathered based on the geographical streams

The Group's principal operations are in the United Kingdom. Its revenue from external customers in the United Kingdom for the year was GBP16.0m (18 months ended 31 December 2020: GBP23.3m), and the total revenue from external customers in other countries was GBP1.5m (2020: GBP7.2m). There were two customers that accounted for more than 10% of Group revenue in the year: one customer accounted for GBP3.8m or 22% of Group revenue and the other customer accounted for GBP3.1m or 17% of Group revenue (2020: one customer accounted for GBP8.8m revenue).

Non-current assets are all located in the Group's country of domicile.

Revenue

Contract balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers.

 
                                                           2021      2020 
                                                        GBP'000   GBP'000 
 -----------------------------------------------       --------  -------- 
 Receivables, which are included in 'Trade and 
  other receivables'                                      2,060     2,160 
 Contract assets                                          1,502     1,755 
 Contract liabilities                                   (1,068)   (1,275) 
------------------------------------------------       --------  -------- 
 

The contract assets primarily relate to the Group's rights to consideration for work completed but not billed at the reporting date on contracts with customers. The contract assets are transferred to receivables when the rights become unconditional. The contract liabilities primarily relate to the advance consideration received from customers for TV production related contracts, for which revenue is recognised on the percentage stage of completion of the production.

Significant changes in the contract assets and the contract liabilities balances during the year are as follows.

 
                                                                  2021 
                                                         Contract       Contract 
                                                           assets    liabilities 
                                                          GBP'000        GBP'000 
------------------------------------------------------  ---------  ------------- 
 Opening balance 1 January 2021                             1,755        (1,275) 
 Revenue recognised that was included in the contract 
  liability balance at the beginning of the period              -          1,275 
 Increases due to cash received, excluding amounts 
  recognised as 
  revenue during the period                                     -        (1,068) 
 Transfers from contract assets recognised at the 
  beginning of the 
  period to receivables                                   (1,755)              - 
 Increases as a result of changes in the measure 
  of progress                                               1,502              - 
------------------------------------------------------  ---------  ------------- 
 Closing balance 31 December 2021                           1,502        (1,068) 
------------------------------------------------------  ---------  ------------- 
 

Transaction price allocated to the remaining performance obligations

The Group has applied the practical expedient in paragraph 121 of IFRS 15 and chosen to not disclose information relating to performance obligations for contracts that had an original expected duration of one year or less, or where the right to consideration from a customer is an amount that corresponds directly with the value of the completed performance obligations.

5) EXPENSES BY NATURE

Costs from continuing operations consist of:

 
                                        2021      2020 
                                     GBP'000   GBP'000 
----------------------------------  --------  -------- 
 Cost of sales 
 Production costs                      7,660    15,541 
 Salary costs                          1,803     4,828 
 Royalties and distribution costs      1,296       990 
 Total cost of sales                  10,759    21,359 
----------------------------------  --------  -------- 
 
   Operating expenses 
 Salary costs                          6,402     6,927 
 Leases on premises                        6         - 
 Other administrative expenses         1,199     3,654 
 Foreign exchange loss                     4        38 
 Depreciation                            782     1,206 
 Amortisation                            704     1,040 
 Total operating expenses              9,097    12,865 
----------------------------------  --------  -------- 
 

Furlough income in the year totalled GBP71k (2020: GBP396k), this is included in salary costs in both operating expenses and cost of sales.

Included in other administrative expenses is the auditor, tax and share option advisors' remuneration, including expenses for audit and non-audit services, as follows:

 
                                                        2021      2020 
                                                     GBP'000   GBP'000 
--------------------------------------------------  --------  -------- 
 Statutory audit services 
 Annual audit of the company and the consolidated 
  accounts                                               107       123 
 
 
 Other professional services 
 Tax advisory services          18   20 
 Payroll services                -    4 
 Other services                 14    4 
  Total                         32   28 
-----------------------------  ---  --- 
 

6) STAFF COSTS

Staff costs from continuing operations, including directors, consist of:

 
                                     2021      2020 
                                  GBP'000   GBP'000 
-------------------------------  --------  -------- 
 Wages & salaries                   6,888     9,970 
 Social security & other costs        778     1,142 
 Pension costs                        509       496 
 Share based payment charge           122        22 
 Consideration paid in shares          30       147 
 Total                              8,327    11,777 
-------------------------------  --------  -------- 
 

The average number of employees (including directors) employed by the Group for continuing operations during the year was:

 
                     2021   2020 
------------------  -----  ----- 
 Zinc Television      115    121 
 Zinc Communicate      45     39 
 Central and Plc        8      8 
 Total                168    168 
------------------  -----  ----- 
 

The directors consider that the key management comprises the directors of the company, and their emoluments are set out below:

 
 Directors' emoluments 
                                                                                       2021      2020 
---------------------------  ----------  ---------  --------  ---------  --------  --------  -------- 
 
                               Salaries   Benefits 
                               and fees    in kind     Bonus     Shares   Pension     Total     Total 
                                GBP'000    GBP'000   GBP'000    GBP'000   GBP'000   GBP'000   GBP'000 
---------------------------  ----------  ---------  --------  ---------  --------  --------  -------- 
 Executive Directors 
 Mark Browning                      270          -       162          -        27       459       688 
 Will Sawyer                        150          -        81          -        15       246       328 
 Non-Executive Directors 
 Christopher Satterthwaite 
  (Chairman)                         50          -         -         30         -        80       108 
 Nicholas Taylor                     18          -         -          -        12        30        41 
 Andrew Garard                       30          -         -          -         -        30        33 
                                    518          -       243         30        54       845     1,198 
---------------------------  ----------  ---------  --------  ---------  --------  --------  -------- 
 

The Remuneration Committee has benchmarked the Executive Directors' remuneration packages against the market during the year.

Key management personnel compensation

 
                                                        2021      2020 
                                                     GBP'000   GBP'000 
--------------------------------------------------  --------  -------- 
 Short term employee benefits (includes employers 
  NICs)                                                  870     1,229 
 Post-employment benefits                                 54        76 
 Shares (includes employers NICs)                         34       147 
 Share-based payments charge                             101       118 
--------------------------------------------------  --------  -------- 
 Total                                                 1,059     1,570 
--------------------------------------------------  --------  -------- 
 

The amount for share based payments charge (see note 7) which relates to the Directors was GBP101k (2020: GBP118k).

7) SHARE BASED PAYMENTS

The charge for share based payments arises from the following schemes:

 
                                      2021      2020 
                                   GBP'000   GBP'000 
 EMI share option scheme                74       (8) 
 Unapproved share option scheme         48        30 
  Total                                122        22 
--------------------------------  --------  -------- 
 

The share based payment charge for options granted since February 2020 are calculated using a Stochastic model and options previously granted have been valued using the Black Scholes model.

Share options held by directors are disclosed in the Directors' Report.

Share Option Schemes

Under the terms of the EMI and unapproved share option schemes, the Board may offer options to purchase ordinary share options to employees and other individuals. Share options granted under the Group's schemes are normally exercisable for a ten-year period. The vesting period is from the date of grant up to three years. Some of the EMI share options and unapproved share options have market criteria that mean they only vest if the share price is at a minimum level at that point.

Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:

 
  Unapproved share option 
   scheme 
------------------------------  --------  ------------------  ---------  --------- 
                                            2021                            2020 
                                  Number            WAEP GBP     Number   WAEP GBP 
------------------------------  --------  ------------------  ---------  --------- 
 Outstanding at the beginning 
  of the year                    173,201               2.527     28,000      3.800 
 Transferred from EMI scheme       2,000               3.750    171,201      0.001 
 Granted                         711,345               0.001          -          - 
 Lapsed during the year                -                   -   (26,000)      3.781 
------------------------------                                --------- 
 Outstanding at the end 
  of the year                    886,546               0.014    173,201      2.527 
------------------------------  --------  ------------------  ---------  --------- 
 Exercisable at the end 
  of the year                          -                   -          -          - 
------------------------------  --------  ------------------  ---------  --------- 
 
 
 EMI Share option scheme 
 
                                          2021                 2020 
                                                                      WAEP 
                                     Number   WAEP GBP      Number     GBP 
-------------------------------  ----------  ---------  ----------  ------ 
 Outstanding at the beginning 
  of the year                       566,144      0.784     259,233   2.350 
 Granted during the year            539,960      0.683     540,144   0.001 
 Lapsed during the year             (7,000)      3.921   (233,233)   2.196 
 Transferred to unapproved 
  scheme                            (2,000)      3.750           -       - 
 Outstanding at the end of 
  the year                        1,097,104      0.390     566,144   0.784 
-------------------------------  ----------  ---------  ----------  ------ 
 Exercisable at the end of 
  the year                                -          -           -       - 
-------------------------------  ----------  ---------  ----------  ------ 
 
 

The options outstanding as at 31 December 2021 have the following exercise prices and expire in the following financial years:

 
 
                       Exercise 
 Expiry                   Price        2021       2020 
                            GBP         No.        No. 
---------------                              --------- 
 December 2026             3.75       6,000     10,000 
 November 2027             4.15       5,000     12,000 
 April 2028                3.75       4,000      2,000 
 November 2028             2.00       6,000      4,000 
 February 2030           0.0013     711,345   711, 345 
 June 2031               0.0013     711,345          - 
 June 2031               0.6695     337,449          - 
 February 2030           0.7060     202,511          - 
----------------  -------------  ----------  --------- 
                                  1,983,650    739,345 
 ---------------  -------------  ----------  --------- 
 

No options were exercised during the year (2020: Nil).

Options are forfeited at the discretion of the Board if the employee leaves the Group before the options vest. The Share Option Plan provides for the grant of both tax-approved Enterprise Management Incentives (EMI) options and unapproved options. The model used to calculate a share option charge involves using several estimates and judgements to establish the appropriate inputs, covering areas such as the use of an appropriate interest rate and dividend rate, exercise restrictions and behavioural considerations. A significant element of judgement is therefore involved in the calculation of the charge.

Options issued in November 2021

The Group issued 202,511 share options to the Managing Director of Zinc Television on the 8(th) of November 2021 under the Company's EMI Share Option Plan.

The options are exercisable at 70.6 pence per share on or after the third anniversary of their grant. Half the options will vest if the share price is at least GBP1.0590 for a period of 30 consecutive dealing days ending on or after 7th of November 2024. The remaining half of the Options will vest unconditionally on the third anniversary of the grant date, being 7 November 2024.

The inputs into the option pricing model for the options granted in June 2021 are as follows:

 
 
  Scheme                                                       EMI 
----------------------------------------------------  ------------ 
 Weighted average share exercise price                 70.60 pence 
 Weighted average expected volatility - tranche 
  1                                                         57.82% 
 Weighted average expected volatility - tranche 
  2                                                         68.37% 
 Average expected life (years) - tranche 1              4.12 years 
 Average expected life (years) - tranche 2               6.5 years 
 Weighted average risk-free interest rate - tranche 
  1                                                          0.56% 
 Weighted average risk-free interest rate - tranche 
  2                                                          0.60% 
 Expected dividend yield                                        0% 
----------------------------------------------------  ------------ 
 

The expected volatility was calculated over a period of five years immediately prior to the date of the grant. The risk-free interest rate has been calculated using the gilt rates over a period of five years from the date of grant.

Options issued in June 2021

The Group issued 474,230 share options to the Chief Executive Officer, Mark Browning, and 237,115 to the Chief Financial Officer, Will Sawyer and 337,449 to senior staff on the 10(th) of June 2021. Mark Browning and Will Sawyer's awards have been made under an Unapproved Share Option Scheme. The remaining awards issued have been made under the Company's EMI Share Option Plan.

Mark Browning and Will Sawyer's unapproved option awards are exercisable at 0.125 pence per share on or after the third anniversary of their grant. Half of the options granted to each director will vest if the share price is at least GBP0.60 for a period of 30 consecutive dealing days ending on or after 9(th) of June 2024, and the other half will vest if the share price is at least GBP0.90 for a period of 30 consecutive dealing days ending on or after 9th of June 2024.

The EMI Option awards awarded to other members of staff were granted under the condition that half of the options granted will vest if the share price is at least GBP1.00425 for a period of 30 consecutive dealing days ending on or after 9th of June 2024, and the other half will vest non-conditionally on the third anniversary of the grant date, being 9(th) June 2024.

The inputs into the option pricing model for the options granted in June 2021 are as follows:

 
 
  Scheme                                            EMI    Unapproved 
-----------------------------------------  ------------  ------------ 
 Weighted average share exercise price      66.95 pence   0.125 pence 
 Weighted average expected volatility 
  - tranche 1                                    67.85%        67.85% 
 Weighted average expected volatility 
  - tranche 2                                    78.09%        78.09% 
 Average expected life (years) - tranche 
  1                                          4.06 years    3.75 years 
 Average expected life (years) - tranche 
  2                                           6.5 years    4.02 years 
 Weighted average risk-free interest 
  rate - tranche 1                                0.33%         0.33% 
 Weighted average risk-free interest 
  rate - tranche 2                                0.33%         0.50% 
 Expected dividend yield                             0%           0.% 
-----------------------------------------  ------------  ------------ 
 

The expected volatility was calculated over a period of five years immediately prior to the date of the grant. The risk-free interest rate has been calculated using the gilt rates over a period of five years from the date of grant.

8) EXCEPTIONAL ITEMS

Exceptional items are presented separately as, due to their nature or for the infrequency of the events giving rise to them, this allows shareholders to understand better the elements of financial performance for the year, to facilitate comparison with prior years and to assess better the trends of financial performance.

 
                                                        2021      2020 
                                                     GBP'000   GBP'000 
--------------------------------------------------  --------  -------- 
 
 Change in fair value of contingent consideration 
  in respect of Tern Television                            -      (41) 
 Reorganisation and restructuring costs                 (81)     (388) 
 Contingent consideration treated as remuneration          -     (160) 
 Other exceptional items (consultancy costs)            (60)         - 
 Total                                                 (141)     (589) 
--------------------------------------------------  --------  -------- 
 

Reorganisation and restructuring costs

Management made changes to operational roles across the Group to improve efficiency and decision making. The non-recurring element of the costs have been presented as exceptional to enable a more refined evaluation of financial performance.

9) FINANCE COSTS

 
                                                 2021      2020 
 Finance Costs                                GBP'000   GBP'000 
-------------------------------------------  --------  -------- 
 Interest payable on borrowings                 (176)     (303) 
 Interest payable on lease liabilities           (65)      (88) 
 Interest on unwinding of present value of 
  contingent consideration                          -      (69) 
 Finance Costs                                  (241)     (460) 
-------------------------------------------  --------  -------- 
 Finance Income 
 Interest received                                  -         2 
-------------------------------------------  --------  -------- 
 Net finance costs                              (241)     (458) 
-------------------------------------------  --------  -------- 
 

10) INCOME TAX EXPENSE

Taxation Charge

 
                                                         2021      2020 
                                                      GBP'000   GBP'000 
---------------------------------------------------  --------  -------- 
 Current tax expense: 
  Current tax expense                                       4         8 
  Charge in respect of prior periods                        -         - 
                                                            4         8 
---------------------------------------------------  --------  -------- 
 
   Deferred tax 
 Deferred tax asset write-off                               -       265 
 Origination and reversal of temporary differences      (126)     (183) 
 Effect of change in UK corporation tax rate               42        46 
 Adjustments in respect of prior periods                  (6)        21 
                                                         (90)       149 
---------------------------------------------------  --------  -------- 
 
 Total income tax charge / (credit)                      (86)       157 
---------------------------------------------------  --------  -------- 
 

Reconciliation of taxation expense:

 
                                                        2021      2020 
                                                     GBP'000   GBP'000 
--------------------------------------------------  --------  -------- 
 Loss before tax from continuing operations          (2,606)   (4,447) 
 Loss before tax from discontinued operations              -     (624) 
--------------------------------------------------  --------  -------- 
 Loss before tax                                     (2,606)   (5,071) 
--------------------------------------------------  --------  -------- 
 Taxation expense at UK corporation tax rate 
  of 19% (2020: 19%)                                   (495)     (964) 
 Other non-taxable income/non-deductible expenses         54       216 
 Tax losses not recognised                               311       573 
 Group relief (claimed)/surrendered                        4         - 
 Temporary timing differences                              -         - 
 Effect of changes in UK corporation tax rates            42        46 
 Deferred tax asset write-off                              -       265 
 Charge in respect of prior periods                      (2)        21 
 Total income tax expense                               (86)       157 
--------------------------------------------------  --------  -------- 
 

Factors that may affect future tax charges

The March 2021 budget announced that the rate of 19% will continue to apply until the financial year beginning 1 April 2023, at which point the rate will be changed to 25%. This will increase the company's future tax charge accordingly and immaterially increase the deferred tax liability.

11) DISCONTINUED OPERATIONS

The CSR business was closed in the 2020 period and the associated close down costs are disclosed as exceptional items in this period.

The CSR division had a negative impact on the Group's overall profitability in the period ending 31 December 2020 from the loss of the TFL sponsorship contract for The Children's Traffic Club and following a strategic and market review of the highly specialised niche market of CSR and STEM education the Group decided to withdraw from this market in early 2020 and wind down all the loss-making contracts in the CSR business.

 
                                                                    18 months 
                                                    Year ended          ended 
                                                   31 Dec 2021    31 Dec 2020 
                                                       GBP'000        GBP'000 
----------------------------------------------  --------------  ------------- 
 Revenue                                                     -            628 
 Expenses                                                    -        (1,061) 
----------------------------------------------  --------------  ------------- 
 Adjusted EBITDA* loss                                       -          (433) 
 Exceptional items                                           -          (119) 
 Amortisation and depreciation                               -           (72) 
 Loss before tax from discontinued operations                -          (624) 
----------------------------------------------  --------------  ------------- 
 Income tax                                                  -              - 
----------------------------------------------  --------------  ------------- 
 Loss after tax from discontinued operations                 -          (624) 
----------------------------------------------  --------------  ------------- 
 

* Adjusted EBITDA defined as EBITDA before share based payment charge, loss on disposal of fixed assets and exceptional items

The cash flows relating to discontinued operations have all been included within 'Net cash flows used in operating activities' as amounts related to other activities are not material to the financial statements.

12) EARNINGS PER SHARE

Basic loss per share (EPS) for the period is calculated by dividing the loss for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

When the Group makes a profit from continuing operations, diluted EPS equals the profit attributable to the Company's ordinary shareholders divided by the diluted weighted average number of issued ordinary shares. When the Group makes a loss from continuing operations, diluted EPS equals the loss attributable to the Company's ordinary shareholders divided by the basic (undiluted) weighted average number of issued ordinary shares. This ensures that EPS on losses is shown in full and not diluted by unexercised share options or awards.

 
                                                            2021               2020 
                                                Number of Shares   Number of Shares 
 
                                                  Weighted average number of shares 
                                                 used in basic and diluted earnings 
     per share calculation                            16,095,991          6,507,620 
                                                        Potentially dilutive effect 
     of share options                                  1,117,890            416,485 
                                                         GBP'000            GBP'000 
   ------------------------------------------  -----------------  ----------------- 
                                                  Loss for the year from continuing 
     operations attributable to shareholders             (2,544)            (4,320) 
                                                Loss for the year from discontinued 
     operations attributable to shareholders                   -              (624) 
   ------------------------------------------  -----------------  ----------------- 
 
                                                              Continuing operations 
    Basic Loss per share (pence)                        (15.80)p           (66.38)p 
    Diluted Loss per share (pence)                      (15.80)p           (66.38)p 
 
                                                            Discontinued operations 
    Basic Loss per share (pence)                         (0.00)p            (9.59)p 
    Diluted Loss per share (pence)                       (0.00)p            (9.59)p 
 

13) INTANGIBLE ASSETS

 
 
                                               Customer              Distribution 
                     Goodwill    Brands   Relationships   Software      Catalogue      Total 
                      GBP'000   GBP'000         GBP'000    GBP'000        GBP'000     GBP000 
 Cost 
 At 30 June 2019       29,394     4,497           3,419        122            443     37,875 
 Additions                  -         -               -        108              -        108 
------------------  ---------  --------  --------------  ---------  -------------  --------- 
 At 31 December 
  2020                 29,394     4,497           3,419        230            443     37,983 
 Other changes*      (20,441)   (3,818)           (116)          -              -   (24,375) 
------------------  ---------  --------  --------------  ---------  -------------  --------- 
 At 31 December 
  2021                  8,953       679           3,303        230            443     13,608 
------------------  ---------  --------  --------------  ---------  -------------  --------- 
 Amortisation 
 and impairment 
 At 30 June 2019     (26,339)   (4,143)         (1,748)       (61)          (148)   (32,439) 
 Charge for the 
  period                    -     (146)           (696)       (65)          (133)    (1,040) 
------------------  ---------  --------  --------------  ---------  -------------  --------- 
 At 31 December 
  2020               (26,339)   (4,289)         (2,444)      (126)          (281)   (33,479) 
 Charge for the 
  year                      -      (97)           (464)       (54)           (89)      (704) 
 Other changes*        20,441     3,818             116          -              -     24,375 
 At 31 December 
  2021                (5,898)     (568)         (2,792)      (180)          (370)    (9,808) 
------------------  ---------  --------  --------------  ---------  -------------  --------- 
 Net Book Value 
 At 31 December 
  2021                  3,055       111             511         50             73      3,800 
------------------  ---------  --------  --------------  ---------  -------------  --------- 
 At 31 December 
  2020                  3,055       209             975        104            162      4,505 
------------------  ---------  --------  --------------  ---------  -------------  --------- 
 
 

* The goodwill, brands and customer relationship intangibles have been de-recognised as they were previously fully amortised or impaired.

The current year amortisation charge includes GBPnil (2020: GBP61,000) from the Group's discontinued operations which is disclosed in note 11.

Impairment Tests for Goodwill

Goodwill by cash generating unit is:

 
                                  2021      2020 
                               GBP'000   GBP'000 
 London & Manchester TV CGU      1,444     1,444 
 Tern TV CGU                     1,611     1,611 
 Total                           3,055     3,055 
----------------------------  --------  -------- 
 

Goodwill is not amortised but tested annually for impairment with the recoverable amount being determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rate, growth rates and forecasts in new business.

The Group assessed whether the carrying value of goodwill was supported by the discounted cash flow forecasts of each operating segment based on financial forecasts approved by management, taking into account both past performance and expectations for future market developments. Management has used a perpetuity model (5-year Group forecast and GDP growth rate in perpetuity). Management estimates the discount rate using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to media businesses.

The 2022 business unit forecasts are based on the budget set for the year. In TV expected revenue and net margin improvements have been forecast in 2023 and in the following years a growth rate of 2 per cent has been used. Management believe the 2 per cent growth rate does not exceed the growth rate of the industry and is a cautious assumption, which may be significantly lower than the growth rate management would expect to achieve.

In evaluating the recoverable amount, we employ the discounted cash flow methodology, which is based on making assumptions and judgements on forecasts, margins, discount rates and working capital needs. These estimates will differ from actuals in the future and could therefore lead to material changes to the recoverable amounts. The key assumptions used for estimating cash flow projections in the Group's impairment testing are those relating to EBITDA growth, which take account of the businesses' expectations for the projection period. These expectations consider the macroeconomic environment, industry and market conditions, the unit's historical performance and any other circumstances particular to the unit, such as business strategy and client mix.

The two cash generating units operate in a similar media landscape and the pre-tax discount rate applied across to the segments for period ended 31 December 2021 was 10 per cent (2020: 9.3 per cent). A sensitivity analysis of an increase in the discount rate by 1.6 per cent is shown below.

London & Manchester TV and Tern TV CGUs

Changes in assumptions can have a significant effect on the recoverable amount and therefore the value of the impairment recognised.

 
 Assumption     Judgement                           Sensitivity 
 Discount       As indicated above the rate         An increase in the discount 
  Rate           used is 10 per cent.                rate to 11.6 per cent (2019 
                                                     year rate) will result in no 
                                                     impairment charge. 
               ----------------------------------  ------------------------------ 
 Growth Rate    An average rate of 2 per            If a zero per cent average 
                 cent has been used for financial    growth rate was applied for 
                 year 2024 onwards.                  2024 onwards there would be 
                                                     no impairment in either CGU. 
               ----------------------------------  ------------------------------ 
 New Business   London & Manchester TV's            If there is a shortfall in 
                 and Tern CGU revenue for            revenue of 20%, there would 
                 2022 is forecast to be in           be no impairment charge. 
                 line with pre-Covid 2019 
                 revenue and from 2023 is 
                 expected to slightly exceed 
                 pre-Covid levels. 
               ----------------------------------  ------------------------------ 
 

Sensitivity analysis using reasonable variations in the assumptions shows no indication of impairment.

14) PROPERTY, PLANT AND EQUIPMENT

 
                                                                     Office and 
                                  Short leasehold                      computer 
                               land and buildings   Motor vehicles    equipment     Total 
                                          GBP'000          GBP'000      GBP'000   GBP'000 
 Cost 
 At 30 June 2019                              312              111        2,666     3,089 
 Additions                                    365                -          623       988 
 Disposals and retirements                   (13)             (76)         (32)     (121) 
 Transfers                                      -                -         (23)      (23) 
---------------------------  --------------------  ---------------  -----------  -------- 
 At 31 December 2020                          664               35        3,234     3,933 
 Additions                                      -                -          273       273 
 Disposals and retirements                  (240)             (22)      (1,893)   (2,155) 
 At 31 December 2021                          424               13        1,614     2,051 
---------------------------  --------------------  ---------------  -----------  -------- 
 Depreciation 
 At 30 June 2019                            (291)             (70)      (2,359)   (2,720) 
 Charge for the period                       (67)             (19)        (248)     (334) 
 Disposals and retirements                      -               54            -        54 
 Transfers                                      -                -            1         1 
---------------------------  --------------------  ---------------  -----------  -------- 
 At 31 December 2020                        (358)             (35)      (2,606)   (2,999) 
 Charge for the period                       (69)                -        (219)     (288) 
 Disposals and retirements                    240               22        1,878     2,140 
 At 31 December 2021                        (187)             (13)        (947)   (1,147) 
---------------------------  --------------------  ---------------  -----------  -------- 
 Net Book Value 
 At 31 December 2021                          237                -          667       904 
---------------------------  --------------------  ---------------  -----------  -------- 
 At 31 December 2020                          306                -          628       934 
---------------------------  --------------------  ---------------  -----------  -------- 
 

15) INVENTORIES

 
                                         31 Dec    31 Dec 
                                           2021      2020 
                                        GBP'000   GBP'000 
-------------------------------------  --------  -------- 
 Work in progress - Zinc Communicate         62        67 
 Work in progress - TV                      164       117 
 Total Inventories                          226       184 
-------------------------------------  --------  -------- 
 

16) TRADE AND OTHER RECEIVABLES

 
                                   31 Dec    31 Dec 
                                     2021      2020 
                                  GBP'000   GBP'000 
-------------------------------  --------  -------- 
 Current 
 Trade receivables                  2,609     2,628 
 Less provision for impairment      (549)     (468) 
-------------------------------  --------  -------- 
 Net trade receivables              2,060     2,160 
 Prepayments                          325       364 
 Contract assets                    1,502     1,755 
-------------------------------  --------  -------- 
  Total                             3,887     4,279 
-------------------------------  --------  -------- 
 

The carrying amount of trade and other receivables approximates to their fair value. The creation and release of provision for impaired receivables have been included in administration expenses in the income statement.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of asset above. The Group does not hold any collateral as security for trade receivables. The Group is not subject to any significant concentrations of credit risk.

There is no expected credit loss in relation to contract assets recognised because the measure of expected credit losses was not material to the financial statements.

Impairment of financial assets

The group's credit risk management practices and how they relate to the recognition and measurement of expected credit losses are set out below.

Definition of default

The loss allowance on all financial assets is measured by considering the probability of default.

Receivables are considered to be in default when the principal or any interest is significantly more than the associated credit terms past due, based on an assessment of past payment practices and the likelihood of such overdue amounts being recovered.

Write-off policy

Receivables are written off by the group when there is no reasonable expectation of recovery, such as when the counterparty is known to be going bankrupt, or into liquidation or administration.

Impairment of trade receivables and contract assets

The group calculates lifetime expected credit losses for trade receivables using a portfolio approach. Receivables are grouped based on the credit terms offered and the type of product sold. The probability of default is determined at the year-end based on the aging of the receivables, historical data about default rates on the same basis. That data is adjusted if the group determines that historical data is not reflective of expected future conditions due to changes in the nature of its customers and how they are affected by external factors such as economic and market conditions.

As noted below, a loss allowance of GBP549,000 (2020: GBP320,000) has been recognised for trade receivables in the Zinc Communicate division based on the expected credit loss percentages for trade receivables that are aged more than 30 days to over a year past due and reflecting future conditions. The loss allowance relates to the Building Control Communications sub-divisions within Zinc Communicate, which has been assessed separately to other Zinc Communicate sub-divisions because it has a different debt collection profile due to its focus selling low value / high volume adverts for publications.

In relation to the Television division, the directors do not believe there are any other forward-looking factors to consider in calculating the loss allowance provision as at 31 December 2021. No expected loss provision has been recognised as the directors expect any loss to be immaterial.

No expected credit loss is expected for contract assets (18 month period ending 31 December 2020: GBPnill).

Television

 
 
                          Aging 
                           0-30    30-60   60-90   90-120   120-150   150-365   Over        Total 
 Trade receivables:        days     days   days    days     days      days      365 days     2021 
-----------------------  -------  ------  ------  -------  --------  --------  ----------  ------ 
 
 Gross carrying 
  amount (GBP'000)          346    31      229     163      -         -         -           769 
-----------------------  -------  ------  ------  -------  --------  --------  ----------  ------ 
 Loss allowance 
 provision (GBP'000)     -         -       -       -        -         -         -           - 
 
 

The expected credit loss in this division is immaterial.

Zinc Communicate - Publishing "Building Control Communications" division

 
 
 
                            Aging                                                 Over 
                             0-30    30-60   60-90   90-120   120-150   150-365   365       Total 
 Trade receivables:          days     days   days    days     days      days      days       2021 
-------------------------  -------  ------  ------  -------  --------  --------  --------  ------ 
 
 Expected loss 
  rate (%)                  21%      24%     27%     30%      34%       38%       86%       46% 
 Gross carrying 
  amount (GBP'000)            119    174     114     66       67        314       337       1,191 
-------------------------  -------  ------  ------  -------  --------  --------  --------  ------ 
 Loss allowance 
 provision (GBP'000)         25      42      31      20       23        119       289       549 
-------------------------  -------  ------  ------  -------  --------  --------  --------  ------ 
 
 

Zinc Communicate - All other divisions

 
 
 
                            Aging                                                 Over 
                             0-30    30-60   60-90   90-120   120-150   150-365   365       Total 
 Trade receivables:          days     days   days    days     days      days      days       2021 
-------------------------  -------  ------  ------  -------  --------  --------  --------  ------ 
 
 Gross carrying 
  amount (GBP'000)            507    85      46      9        0         2         2         651 
-------------------------  -------  ------  ------  -------  --------  --------  --------  ------ 
 Loss allowance 
 provision (GBP'000)       -         -       -       -        -         -         -         - 
-------------------------  -------  ------  ------  -------  --------  --------  --------  ------ 
 
 
 

The expected credit loss in this division is immaterial.

17) CASH AND CASH EQUIVALENTS

 
                                     31 Dec    31 Dec 
                                       2021      2020 
                                    GBP'000   GBP'000 
---------------------------------  --------  -------- 
 Total Cash and cash equivalents      5,608     6,805 
---------------------------------  --------  -------- 
 

The Group's credit risk exposure in connection with the cash and cash equivalents held with financial institutions is managed by holding funds in a high credit worthy financial institution (Moody's A1- stable).

18) TRADE AND OTHER PAYABLES

 
                                     31 Dec    31 Dec 
                                       2021      2020 
                                    GBP'000   GBP'000 
---------------------------------  --------  -------- 
 Current 
 Trade payables                         764       568 
 Other payables                         133        58 
 Other taxes and social security      1,348       985 
 Accruals                             3,486     3,885 
 Contract liabilities                 1,068     1,275 
  Total                               6,799     6,771 
---------------------------------  --------  -------- 
 

The Directors consider that the carrying amount of trade and other payables approximates to their fair value. The Group's payables are unsecured.

19) LEASES UNDER IFRS 16

Right-of-use assets

 
                                                         Office and 
                                       Short leasehold     computer 
                                    land and buildings    equipment     Total 
                                               GBP'000      GBP'000   GBP'000 
 
 Balance as at 1 July 2019                         399           49       448 
 Additions                                       1,469          305     1,774 
 Depreciation                                    (795)        (150)     (945) 
--------------------------------  --------------------  -----------  -------- 
 Balance as at 31 December 2020                  1,073          204     1,277 
 Additions                                         373            -       373 
 Depreciation                                    (407)         (82)     (489) 
 Balance as at 31 December 2021                  1,039          122     1,161 
--------------------------------  --------------------  -----------  -------- 
 

Lease liabilities are presented in the statement of financial position as follows:

 
                             31 Dec    31 Dec 
                               2021      2020 
                            GBP'000   GBP'000 
-------------------------  --------  -------- 
 Current                        431       337 
 Non-current                    735     1,066 
 Total lease liabilities      1,166     1,403 
-------------------------  --------  -------- 
 

20) BORROWINGS AND OTHER FINANCIAL LIABILITIES

 
 
                                          31 Dec    31 Dec 
                                            2021      2020 
                                         GBP'000   GBP'000 
--------------------------------------  --------  -------- 
 Current 
 Lease liabilities                           431       337 
 Debt facility - unsecured borrowings      2,450         - 
 Loan notes - unsecured borrowings           978         - 
  Sub total                                3,859       337 
--------------------------------------  --------  -------- 
 
   Non-current 
 Debt facility - unsecured borrowings          -     2,455 
 Loan notes - unsecured borrowings             -       971 
 Lease liabilities                           735     1,066 
  Sub total                                  735     4,492 
--------------------------------------  --------  -------- 
 Total                                     4,594     4,829 
--------------------------------------  --------  -------- 
 

Maturity of Financial Liabilities

The maturity of borrowings (analysed by remaining contractual maturity) is as follows:

 
                                              31 Dec    31 Dec 
                                                2021      2020 
                                             GBP'000   GBP'000 
------------------------------------------  --------  -------- 
 Repayable within one year and on demand: 
 Lease liabilities                               475       337 
 Trade and other payables                        897       616 
 Accrued expenses                              3,486     3,885 
 Debt facility - unsecured                     2,531         - 
 Loan notes - unsecured                        1,189         - 
                                               8,578     4,838 
------------------------------------------  --------  -------- 
 
 
 Repayable between one and two years: 
 Lease liabilities                          413     475 
 Debt facility - unsecured                    -   2,646 
 Loan notes - unsecured                       -   1,124 
                                            413   4,245 
---------------------------------------  ------  ------ 
 Repayable between two and five years: 
 Lease liabilities                          282     591 
---------------------------------------  ------  ------ 
 Total                                    9,273   9,674 
---------------------------------------  ------  ------ 
 

Debt Facility

Loans totalling GBP2.45m (2020: GBP2.46m) are held by Herald Investment Trust Plcand The John Booth Charitable Foundation ("JBCF"), all of whom are a related party through shareholding. During the year the interest on the facility was based on monthly LIBOR plus a margin of 4%. The debt facility is unsecured and at year end was repayable in full on 31 December 2022. Post year end Herald Investment Trust plcthe JBCF agreed to extend the repayment date to 31 December 2024, and the interest is based on monthly SONIA plus a margin of 4%, subject to a floor of RPI, from April 2022. There are no financial covenants in force in respect of this debt facility.

Loan notes - unsecured

The unsecured loan notes of GBP0.98m (2020: GBP0.97m) relates to short-term loan notes issued to Herald Investment Trust plc, a related party through shareholding. Interest during the year was at a fixed rate of 8%. At year end the interest was accrued and was repayable along with the principal on 31 December 2022. Post year end Herald agreed to extend the repayment date to 31 December 2024, with the interest rate remaining unchanged. There are no financial covenants in place in respect of this debt.

Finance leases

Net obligations under finance leases are secured on related property, plant and equipment and are included within lease liabilities.

Overdraft

The Group has an overdraft facility of GBP600k, which is secured over the assets of subsidiary companies. During the year the Group has not drawn upon the overdraft facility in place. The interest rate on the overdraft is 5.3% per annum over the Bank of England rate.

Change in liabilities arising from financing activities

 
                                      31 Dec                Non-cash    31 Dec 
                                        2020   Cash flows    changes      2021 
                                     GBP'000      GBP'000    GBP'000   GBP'000 
----------------------------------  --------  -----------  ---------  -------- 
 Borrowings - debt facility            2,455        (105)        100     2,450 
 Borrowings - loan notes                 971         (71)         78       978 
 Lease liabilities                     1,403        (497)        260     1,166 
----------------------------------  --------  -----------  ---------  -------- 
 Total liabilities from financing 
  activities                           4,829        (673)        438     4,594 
----------------------------------  --------  -----------  ---------  -------- 
 
 

21) FINANCIAL INSTRUMENTS

The Group's financial instruments comprise borrowings, cash and liquid resources and various items, such as trade and other receivables and trade and other payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations.

The principal financial risk faced by the Group is liquidity/funding. The policies and strategies for managing this risk is summarised as follows:

 
 Risk        Potential impact                   How it is managed 
 Liquidity   The Group's debt servicing         The Group's treasury function 
              requirements and investment        is principally concerned 
              strategies, along with             with internal funding requirements, 
              the diverse nature of              debt servicing requirements 
              the Group's operations,            and funding of new investment 
              means that liquidity management    strategies. 
              is recognised as an important 
              area of focus.                     Internal funding and debt 
                                                 servicing requirements are 
              Liquidity issues could             monitored on a continuing 
              have a negative reputational       basis through the Group's 
              impact, particularly with          management reporting and 
              suppliers.                         forecasting. The Group also 
                                                 maintains a continuing dialogue 
                                                 with the Group's lenders 
                                                 as part of its information 
                                                 covenants. The requirements 
                                                 are maintained through a 
                                                 combination of retained 
                                                 earnings, asset sales or 
                                                 capital markets. 
 
                                                 An overdraft of GBP0.6m 
                                                 is in place to help fund 
                                                 potential working capital 
                                                 fluctuations. 
 
                                                 New investment strategies 
                                                 are to be funded through 
                                                 existing working capital 
                                                 or where possible capital 
                                                 markets. 
            ---------------------------------  ------------------------------------- 
 

Capital management policy and risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debts, which include the borrowings disclosed in note 20, cash and cash equivalents and equity attributable to the owners of the parent, comprising issued capital, reserves and retained earnings as disclosed in the Consolidated Statement of Changes in Equity.

The Group's Board reviews the capital structure on an on-going basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital. The Group seeks a conservative gearing ratio (the proportion of net debt to equity). The Board considers at each review the appropriateness of the current ratio considering the above. The Board is currently satisfied with the Group's gearing ratio.

The gearing ratio at the year-end is as follows:

 
                                     31 Dec    31 Dec 
                                       2021      2020 
                                    GBP'000   GBP'000 
-------------------------------    --------  -------- 
 Borrowings (debt facility and 
  loan notes)                       (3,428)   (3,426) 
 Cash and cash equivalents            5,608     6,805 
---------------------------------  --------  -------- 
 Net Cash                             2,180     3,379 
 Total equity                         3,775     6,114 
 Net cash to equity ratio              -58%      -55% 
---------------------------------  --------  -------- 
 
 
 
 The Group's gearing ratio has remained relatively static due to 
  cash reducing proportionately in line with losses. 
 

Financial instruments by category

 
                                                               31 Dec    31 Dec 
                                                                 2021      2020 
                                                              GBP'000   GBP'000 
--------------------------------------------------  -------  --------  -------- 
 Categories of financial assets and liabilities 
 Financial assets - measured at amortised 
  cost 
 Trade and other receivables                                    3,566     3,904 
 Cash and cash equivalents                                      5,608     6,805 
 Financial liabilities - other financial 
  liabilities at amortised cost 
 Trade and other payables                                     (4,383)   (4,501) 
 Borrowings                                                   (3,428)   (3,426) 
 Lease liabilities                                            (1,166)   (1,403) 
 
 
 

The fair values of the Group's cash and short-term deposits and those of other financial assets equate to their carrying amounts. The Group's receivables and cash and cash equivalents are all classified as financial assets and carried at amortised cost. The amounts are presented net of provisions for doubtful receivables and allowances for impairment are made where appropriate. Trade and other payables and loan borrowings are all classified as financial liabilities measured at amortised cost.

22) DEFERRED TAX

Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 19% (2020:19%) for UK differences. The movements in deferred tax assets and liabilities during the year are shown below.

 
                                        Losses carried 
                                               forward   Intangible assets     Total 
                                               GBP'000             GBP'000   GBP'000 
------------------------------------  ----------------  ------------------  -------- 
 At 31 December 2020                                 -               (280)     (280) 
------------------------------------  ----------------  ------------------  -------- 
 Recognised in the income statement                  -                  90        90 
 At 31 December 2021                                 -               (190)     (190) 
------------------------------------  ----------------  ------------------  -------- 
 

Deferred tax assets estimated at GBP4.8 million (2020: GBP4.5 million) in respect of losses carried forward have not been recognised due to uncertainties as to when income will arise against which such losses will be utilised.

23) PROVISIONS

 
                31 Dec    31 Dec 
                  2021      2020 
               GBP'000   GBP'000 
------------  --------  -------- 
 Provisions        250        75 
------------  --------  -------- 
 

A dilapidations provision has been recognised in the period in relation to the costs associated with restoring a rented property back to its previous condition.

Movement in provisions

 
 
                                        GBP'000 
 At 31 December 2020                         75 
-------------------------------------  -------- 
 Increase in provision in the year          175 
 At 31 December 2021                        250 
-------------------------------------  -------- 
 
 

24) SHARE CAPITAL AND RESERVES

 
                                             31 Dec 21    31 Dec 20 
 Ordinary shares with a nominal value of:    0.125p       0.125p 
 Authorised: 
 Number                                      Unlimited    Unlimited 
 
 Issued and fully paid: 
 Number                                      16,200,919   15,963,039 
 Nominal value (GBP'000)                     20           20 
 
 

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

The movements in share capital and reserves in the year are made up as follows:

 
                                           31 Dec 2021                              31 Dec 2020 
                   Number of       Share       Share     Merger         Number of       Share       Share      Merger 
                      Shares     Capital     Premium    Reserve            Shares     Capital     Premium     Reserve 
 Ordinary 
 shares                          GBP'000     GBP'000    GBP'000                       GBP'000     GBP'000     GBP'000 
 At start of 
  year            15,963,039          20       4,654         27     1,419,113,435       5,928      30,509         875 
 Share placing 
  and 
  subscription 
  for cash                 -           -           -          -        10,555,555          13       7,487           - 
 Consideration 
  paid in 
  shares             237,880         0.3         131          -        42,385,832           1         489          65 
 Shares issued 
  in lieu of 
  fees                     -           -           -          -         5,176,190           -          48           - 
 Expenses of 
 issue of 
 shares                    -           -           -          -                 -           -       (406)           - 
 Shares issued 
  in debt 
  conversion               -           -           -          -           651,054           1         427           - 
 Shares issued 
  in preference 
  share 
  conversion               -           -           -          -        24,675,435           8         923           - 
 Capital 
  Reduction                -           -           -          -                 -     (5,931)    (34,823)       (913) 
 Share 
 consolidation             -           -           -          -   (1,486,594,462)           -           -           - 
 At end of year   16,200,919          20       4,785         27        15,963,039          20       4,654          27 
---------------  -----------  ----------  ----------  ---------  ----------------  ----------  ----------  ---------- 
 
 

Consideration paid in shares

On the 11 June 2021 the Group issued a total of 237,880 new ordinary shares to Directors in lieu of payment of director fees, of which 44,809 shares were issued at a price of 66.95p per share and 193,071 shares at a price of 52.5p per share.

Nature and purpose of the individual reserves

Below is a description of the nature and purpose of the individual reserves:

   --      Share capital represents the nominal value of shares issued; 

-- Share premium includes the amounts over the nominal value in respect of share issues. In addition, costs in respect of share issues are debited to this account;

-- Merger reserve is used where more than 90 per cent of the shares in a subsidiary are acquired and the consideration includes the issue of new shares by the Company, which attracting merger relief under the Companies Act 1985 and, from 1 October 2009, the Companies Act 2006;

-- Share based payment reserve arises on recognition of the share-based payment charge in accordance with IFRS2 'Share Based Payment Transactions';

-- Retained earnings include the realised gains and losses made by the Group and the Company ; and

25) RELATED PARTY TRANSACTIONS

Herald Investment Trust plc and John Booth Charitable Foundation

The Company is the borrower of unsecured debt and loan notes with Herald Investment Trust plc and John Booth Charitable Foundation requiring a bullet repayment on 31 December 2024. The total amount outstanding at 31 December 2021 including accrued interest is GBP3.43m (2020: GBP3.43m). Interest accrued on the debt amounted to GBP0.04m (2020: GBP0.04m).

26) POST BALANCE SHEET EVENTS

Post year end the long-term debt holders agreed to extend the term of the debt by two years, such that the repayment of the debt is now due on 31 December 2024, and the interest rate on the debt was amended as follows from April 2022: the debt facility interest basis was amended from LIBOR to SONIA and the monthly interest rate is subject to an RPI floor.

27) GUARANTEE IN RELATION TO SUBSIDIARY AUDIT EXEMPTION

On 19 April 2022, the Directors of the Company provided guarantees in respect of its trading subsidiary companies in accordance with section 479C of the Companies Act 2006. As a result, the following subsidiary entities of the Company are exempt from the requirements of the Companies Act 2006 relating to the audit of accounts under section 479A of the Companies Act 2006:

Blakeway Productions Limited (02908076)

Zinc Television London Limited (formerly Brook Lapping Productions Limited) (02800925)

Zinc Communicate CSR Limited (formerly Zinc Communicate Limited) (06271341)

Films of Record Limited (01446899)

Reef Television Limited (03500852)

Zinc Television Regions Limited (formerly Ten Alps TV Limited) (02888301)

Zinc Communicate Productions Limited (formerly Ten Alps Communications Limited) (03136090)

Tern Television Productions Limited (SC109131)

Cautionary note regarding forward-looking statements

This press release may contain certain forward-looking information. The words "expect", "anticipate", believe", "estimate", "may", "will", "should", "intend", "forecast", "plan", and similar expressions are used to identify forward looking information.

The forward-looking statements contained in this press release are based on management's beliefs, estimates and opinions on the date the statements are made in light of management's experience, current conditions and expected future development in the areas in which the Company is currently active and other factors management believes are appropriate in the circumstances. The Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless required by applicable law.

Readers are cautioned not to place undue reliance on forward-looking information. By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties that contribute to the possibility that the predicted outcome will not occur, including some of which are beyond the Company's control. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements.

Inside Information

The information contained within this announcement constitutes inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) no. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR. On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

[1] Adjusted EBITDA defined as EBITDA before share based payment charge, loss on disposal of fixed assets and exceptional items

   [2]   Free Cash Flow defined as operating cashflow less capex 

[3] Source: Ofcom, PACT census, Oliver and Ohlbaum

[4] Adjusted EBITDA defined as EBITDA before share based payment charge, loss on disposal of fixed assets and exceptional items

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END

FR UARBRUUUSUAR

(END) Dow Jones Newswires

April 22, 2022 02:00 ET (06:00 GMT)

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