TIDMZIN

RNS Number : 4502X

Zinc Media Group PLC

26 April 2023

26 April 2023

Zinc Media Group plc

("Zinc" or the "Group")

Results for the year ended 31 December 2022

and

Notice of Annual General Meeting

Zinc Media Group plc (AIM: ZIN), the award-winning television, brand and audio production group, is pleased to announce its audited results for the year ended 31 December 2022 ("FY22").

The Group is pleased to report excellent progress for FY22, including the following highlights:

Financial highlights

-- Revenue and Adjusted EBITDA [1] ahead of market expectations , with the Group profitable at Adjusted EBITDA level

-- Revenue increased 72% to GBP30.1m (FY21: GBP17.5m) and marks the highest revenue the Group has generated in the last ten years

-- Organic revenue growth of GBP6.8m or 39% year-on-year, reflecting the investment in new businesses and contracts

   --     H2 revenues increased 83% to GBP19.2m (H2 2021: GBP10.5m) 
   --     Approximately 80% of revenue was delivered from existing customers, up from 69% in FY21 
   --     Adjusted EBITDA of GBP0.1m, compared to a loss of GBP0.6m in FY21 
   --     Strong H2 2022 performance with Adjusted EBITDA of GBP0.7m 
   --     GBP3.6m of cash at 31 December 2022 and GBP4.6m as at 19(th) April 2023 

-- Loss before tax of GBP3.3m (FY21: GBP2.6m) is largely driven by acquisition costs related to The Edge acquisition in the year and amortisation related to previous acquisitions

Operational highlights

-- The successful acquisition of The Edge in August 2022 has brought a quality, high margin business with significant repeat revenue

-- The Edge is performing ahead of acquisition expectations, having achieved its best ever trading performance last year, generating GBP13m of revenue and GBP1.3m of profit before tax (of which GBP5.8m of revenue and GBP0.7m of profit before tax has been included in the Group's consolidated results)

-- The acquisition of The Edge has added considerable scale to the Group, with pro-forma revenues for the enlarged group of GBP37m in FY22 2

-- The Group has been awarded "Production Company of the Year" at the prestigious New York Festival Film and Television Awards

Delivering a number of significant programme successes during the year

-- Highly acclaimed documentaries that led the news agenda and got the nation talking include Putin vs The West, Tom Daley: Illegal to be me and Afghanistan: Getting out for the BBC

   --     Zinc's largest ever volume commission, Bargain Loving Brits for Channel 5 

-- Programming with fresh talent and from new buyers such as Unprecedented for Discovery+, Space Jump for Red Bull, Martin Compston's Scottish Fling for BBC, Spooked Ireland for Really, Naughty Tories for Channel 5 and Sunday Morning Live for the BBC

Current trading and outlook

-- The Group is trading strongly with GBP26m of revenue already booked and expected to be recognised in FY23 (7 February 2023: GBP15m)

-- In addition the Group's pipeline remains strong with a further GBP6m of revenue at a highly advanced stage

   --     Together this provides the B oard with confiden ce in delivering FY23 market expectations 

-- Integration of The Edge is progressing well: cross-divisional business development opportunities have been identified and the planned co-location with Zinc's other London businesses later this year will enable cost savings and further synergies

Mark Browning, CEO of Zinc Media Group, commented:

"We are delighted to report a strong set of results for FY22: exceeding market expectations and revenues at a 10-year high. This is a great achievement and has been testament to the breadth and depth of our creative output. Performance in FY23 is very encouraging and there is a feeling of momentum and optimism around the Group. Zinc has a considerable pipeline of business and has already booked GBP26m of revenue to be recognised this year. As a result, the Board is positive for the outlook of the business and views the remainder of the year with confidence."

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 annual report and accounts is notice of the Group's 2023 annual general meeting (the "AGM"), which will take place at 10.00am on 25 May 2023 at Singer Capital Markets' offices at 1 Bartholomew Lane, London, EC2N 2AX.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors of the Company take responsibility for this announcement.

For further information, please contact:

Zinc Media Group plc +44 (0) 20 7878 2311

Mark Browning, CEO / Will Sawyer, CFO

www.zincmedia.com

Singer Capital Markets (Nominated Adviser and Broker) +44 (0) 20 7496 3000

James Moat / George Tzimas / Alex Emslie

IFC Advisory Ltd (Financial PR) +44 (0) 20 3934 6630

Graham Herring / Zach Cohen

About Zinc Media Group

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

The award-winning and critically acclaimed television labels comprise Brook Lapping, Red Sauce, Supercollider, Tern Television, Rex and Atomic, along with Bumblebee Post Production, and produce programmes across a wide range of factual genres for UK and international broadcasters.

Zinc Communicate specialises in developing cross-platform content for brands, businesses and rights holders.

The Edge Picture Company produces film content for brands and corporates in the UK, Qatar and other international markets.

For further information on Zinc Media please visit www.zincmedia.com .

Chairman's Statement

2022's results reflect a transformational year for the Group. The Board is delighted to see revenue grew 72% overall to a ten-year high, powered by excellent organic growth of 39% and a strong Adjusted EBITDA performance of GBP0.7m during the second half, plus the successful acquisition of The Edge Picture Company ("The Edge"). This follows huge amounts of hard work and is a much improved performance on the prior year.

The strong growth delivered by the Company and the high level of revenues delivered from repeat customers provides the Board with confidence of sustained Adjusted EBITDA profitability. The Board is pursuing a strategy built on strong organic growth, supplemented by selective acquisitions, to deliver long term profitable growth. The Group has continued to invest in talent and new business opportunities that are resulting in numerous contracts and should lead to growth and profitability in 2023 and beyond.

The acquisition of The Edge in August 2022 has been a strong addition to the Group. It has delivered record financial results in its fourth quarter, helping the Group to report strong H2 profitability. The Edge entered 2023 in a good position with record pre-booked revenue. Cross-selling opportunities and integration into the wider Group is progressing well and cost benefits will be realised with the planned move of The Edge from its current premises in Covent Garden into Zinc's London headquarters in H2 2023.

The Group continues to deliver world class television and brand content. Putin vs The West grabbed the news headlines across the world when it was first broadcast in early 2023. Afghanistan: Getting Out gave the inside track on the chaotic withdrawal of western forces from Afghanistan and Bowelbabe In Her Own Words provided exclusive access to the final days of Dame Deborah James' battle with bowel cancer. In addition, Zinc has produced hundreds of hours of television for all the main UK and many international broadcasters including Zinc's largest ever volume commission for Bargain Loving Brits, and brand content produced for companies including Red Bull, EasyJet and Lego alongside large multi-nationals in the FTSE100, government departments and NGOs. The Company continues to receive notable endorsements for its quality of production and programming, most recently winning "Production Company of the Year" at the New York Festival Awards.

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 strong progress.

CEO's Review

The strategic priorities for 2022 were to deliver good organic growth, supported by high quality acquisitions, with the ambition to build a strong core business by the end of 2022 that would deliver long term sustainable profitability. All these were delivered in the year.

Revenue growth

The Group grew strongly in 2022 with total revenue up 72% on FY21 to GBP30.1m. This growth was achieved as a result of investments made in London Television and Zinc Communicate during the previous two financial years and the acquisition of The Edge in August 2022. Following the easing of Covid-19 restrictions in H1, revenue growth in H2 was even stronger, increasing 83% year-on-year to GBP19.2m, and delivering an H2 Adjusted EBITDA of GBP0.7m, in part driven by the acquisition of The Edge in August, which has performed ahead of our expectations.

Organic revenue growth powered Zinc's top line performance and grew GBP6.8m or 39% in FY22, driven by a very strong performance from the Group's new businesses which were up 97% (GBP4.2m) as well as excellent growth from the Group's established businesses, which grew 20% (GBP2.6m).

The Group comprises twelve businesses that operate in two areas: television production (Tern TV, Brook Lapping, Red Sauce, Supercollider, Rex, Bumblebee and Atomic TV) and content production for brands and businesses (The Edge and the Zinc Communicate businesses in Brand Entertainment, Audio, Corporate Film and Publishing).

Four of these businesses, Tern TV, Brook Lapping, Zinc Communicate Publishing and The Edge have been established for many years. Seven are new businesses that have been launched in the last three years as part of the Group's transformation plan and are growing at an accelerated rate. These comprise the London TV labels Red Sauce, Supercollider and Rex, alongside Zinc Communicate businesses in branded entertainment, corporate film and podcasting, and the post-production business Bumblebee. Together the new businesses contributed GBP9m of revenue in FY22, almost doubling year-on-year. A new Bristol based TV label, Atomic TV, was launched in January 2023.

The Edge has helped add scale to the Group, as well as an increasing proportion of revenue from repeat customers. Zinc's pro-forma group revenue for FY22 was over GBP37m (on the basis of The Edge having been acquired at the start of FY22).

Strong customer base built on high levels of repeat customers

The Group has a solid and growing base of existing business with 79% of revenue in FY22 from repeat customers, up from 69% in the prior year, delivering a high level of earnings predictability. This is particularly pleasing when taking into account that the Group has a large number of new businesses that are still establishing their client base. The revenue delivered from the repeat customer base within the Group's established businesses is 90% of their revenue.

Continued revenue diversification delivering a more robust Group

The Group's revenue and customer diversification was enhanced with the acquisition of The Edge in August 2022. The Edge is one of the world's leading producers of corporate and brand films, producing work of a consistently high quality for a stable base of long-term returning clients. It achieved healthy gross margins of around 50% and had its best ever year in 2022. It started 2023 with record levels of pre-booked revenue.

The addition of The Edge creates a more balanced Group where television now accounts for around 60% of Group revenue and Zinc Communicate and The Edge representing the remaining 40%. This revenue mix and diversified portfolio has created a strong platform on which to build future growth and de-risks the Group's previous dependency on high value but binary TV commissions.

Path to sustainable profitable growth

The Group is pleased to report a profit at Adjusted EBITDA level for FY22 of GBP0.1m, including a profit of GBP0.7m in the second half, and we will look to accelerate growth in profitability in the coming years.

Five of the eight new businesses launched in the last three years are in the investment and early growth phase, and we expect them to start contributing positively to Adjusted EBITDA in FY23 and beyond. Similarly, the Group has added some strategic high volume, lower margin TV revenue in FY22 that is supporting the Group's expansion into new TV markets. We believe these contracts will provide long-term benefits by bringing new capabilities to the Group, establishing Zinc in new markets and driving profitability in the future. These contracts include a seven-figure development funding from a global streaming service for an access documentary, securing the Group's first weekly live television series for the BBC and the commission of a high-volume daytime commission for Channel 5, which have provided a foothold in the previously untapped global streaming, live television and daytime markets.

Shareholder engagement

The Group conducted many engagements with shareholders during the year. Alongside regular trading updates, the CEO and CFO presented to all shareholders and interested parties three times during the year using the Investor Meets Company platform and investors can follow the Group via the DirectorsTalk platform. In addition, the Group held a capital markets day at the Zinc headquarters in London. This provided the opportunity for investors to meet the executive team and Chairman along with members of the senior management team, and the CEO presented market insights and showcased the creative work from around the Group. Following its success, the Company intends to present another capital markets day this year and further details will be announced via RNS in due course. Investor Focus Communications (IFC) is the Group's investor relations and financial PR advisor. 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 .

Looking forward in FY23 with confidence

The Group entered 2023 with the highest amount of pre-booked revenue since the new management team took over in 2019. As at 18 April 2023, revenue booked and expected to deliver and be recognised in FY23 stands at GBP26m, with a further GBP6m on the pipeline at a highly advanced stage. Last year GBP18m of revenue was booked between May and December and recognised in FY22. Taken together, these underpin the Board's confidence in comfortably achieving market expectations for the year ahead.

Zinc's programmes have led the national conversation so far this year and include Putin vs The West and Bowelbabe: In her Own Words which received 5-star reviews with The Times calling the film "a masterclass in how to make life and death meaningful". Channel 4 has announced a high profile commission titled Gender Wars which will explore one of the most polarised issues of our time, the meaning of sex and gender. BBC One has broadcast Dr Xand: Con or Cure and also recently announced their first commission from Rex TV called Get your Eurovision on!.

The size of the opportunity ahead is significant. H2 2022 results provide evidence that the Group can generate healthy Adjusted EBITDA and cash as it scales. Growth will come organically and from pursuing selected earnings accretive acquisitive opportunities. We are optimistic that growth will accelerate in 2023 and beyond.

Programme highlights

2022 was packed with programme and editorial highlights.

Putin vs The West was produced in 2022 for the BBC and aired in Q1 2023. This programme secured exclusive access to world leaders including former UK Prime Ministers Theresa May, David Cameron and Boris Johnson, along with former French President François Hollande and current Ukrainian President Volodymyr Zelenskyy, in addition to the Director of the CIA. This three-part series told the story of how through the decades of clashes, the West has struggled to deal with President Putin.

Bargain Loving Brits: the long running series was super-sized in 2022 with Channel 5 commissioning over 50 episodes of fun-loving ex-pats in Spain setting up businesses, enjoying retirement and always searching for a bargain on the Costa del Sol.

Tom Daley: Illegal to be me: As thousands of athletes prepared to compete on the global stage at the 2022 Commonwealth Games in Birmingham gold medallist and double world champion diver Tom Daley exposed the brutality faced by gay athletes in many competing countries where it remains illegal to be gay, including 56 member states of the Commonwealth.

Space Jump: This special feature documentary for Red Bull was released to mark the tenth anniversary of Felix Baumgartner's 2012 record-breaking sound barrier bursting, mega jump from space. Baumgartner broke the speed of sound in freefall reaching a speed of 843mph, and also broke all records for live streaming, a record that still stands today.

Afghanistan: Getting Out was a two part documentary for the BBC in partnership with numerous other global broadcasters telling the twenty year story of the West's conflict with Afghanistan culminating in the chaotic withdrawal of Western forces in 2021.

Martin Compston's Scottish Fling: Tern TV secured The Line of Duty star to present this factual entertainment series for the BBC, showcasing the spirit of Scotland through its people and places.

Sunday Morning Live: Tern TV secured this live weekly programme for BBC ONE in an open competitive tender, in a production partnership with Green Inc Film and Television. Sunday Morning Live is an ethical discussion programme picking up on the week's topical news and events.

Productions made outside London ("MoL") are important for the UK's Public Service Broadcasters ("PSBs") and Zinc is well placed to address this need, with substantive long term production centres in Manchester, Glasgow, Belfast and Aberdeen. At the beginning of 2023 the Group opened a new TV label in Bristol, a city world renowned for producing specialist factual programmes including natural history, travel and adventure and history. Over two thirds of Zinc's production revenues in 2022 were MoL, driven by the success of Red Sauce in Manchester and Tern TV in Scotland and Northern Ireland.

Supercollider, Zinc Communicate and The Edge produced hundreds of brand and corporate films in 2022 for many of the world's largest and most recognisable brands including Red Bull, EasyJet and Lego alongside multi-national FTSE100 organisations as well as NGOs and government organisations.

There were dozens of other programmes produced by Zinc Media Group in 2022, which can be seen on www.zincmedia.com . Zinc's group of companies produces content watched by tens of millions of people across the world every year, and its programmes have led the news and the national conversation across the United Kingdom.

Market and outlook

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

The total TV commissioning market in 2022 for UK producers still remained below pre-Covid levels at GBP4.3bn (GBP4.7bn in 2019) but the factual television spend in 2022 remained consistent at GBP1bn, of which c. GBP850m was spent with independent production companies, not owned by the main broadcasters or channels (Source: Ofcom 2022). PSB's account for just over 50% of this commissioning market and Channel 4 is the single largest commissioning channel from the independent production sector. Zinc has made specific investments in Tern TV and Rex TV to grow the number of programmes it makes for Channel 4. Subscription Video on Demand (SVoD) spending on UK factual programming by the likes of Netflix and Disney+ has risen significantly, although the number of hours commissioned remains far lower than the PSBs, and UK multi-channels have also increased their spend from the independent production sector.

Zinc is well placed to continue to grow from this large factual commissioning market. Approximately GBP200m of the UK PSB spend on television commissions is spent outside of London, which validates Zinc's continued investment in Tern TV (Glasgow and Belfast), Red Sauce TV (Manchester) and the launch in 2023 of the new Atomic TV (Bristol).

While premium documentary programmes such as Putin vs The West and Tom Daley: Illegal to be me have generated both recognition and awards for Zinc, it is the factual entertainment market which offers the greatest potential for accelerated growth. This genre represents the largest proportion of PSB commissioning spend in non-scripted television and Zinc has diversified into this market in recent years with the launch of Red Sauce TV and Rex TV as well as new investment in factual entertainment within Tern TV. While this is the largest addressable factual market for Zinc, it is dominated by a large number of returning series. This makes it initially hard to penetrate but provides lucrative and long running returning revenues once business is secured. The super-sized Red Sauce commission from Channel 5 is testament to this, and Rex TV has a growing pipeline in this market. Factual entertainment also offers the opportunity for increased international distribution and format sales.

In addition to broadcast television production, the Group's commercial content production division Zinc Communicate continues to grow at pace, with CAGR of 22% over the last three years. If these high levels of organic growth can be sustained in the years ahead, the Group will have developed a prominent position in this large, and higher margin, market for corporate and brand films. The addition of The Edge accelerates the Group's presence in this market.

We are very encouraged by the high rate of new business wins in recent months, including high profile television programmes, large volume series and the new businesses gaining excellent traction in the market:

-- The Group's newest TV labels, Red Sauce, Rex and Supercollider, have booked GBP9m of revenue into FY23; Bristol based Atomic TV was launched in January this year

-- The Edge has booked GBP8m that is expected to be recognised in FY23, which is the highest amount of pre-booked revenue it has had at this stage of a financial year

-- Red Sauce has won the Group's largest ever commission worth GBP7.3m, to be recognised over FY23 and FY24, and is in production for two new series which are yet to be announced

CFO's Report

 
 
 Income Statement 
========================  ======  ======  ======= 
 Revenue                    30.1    17.5     12.6 
========================  ======  ======  ======= 
 Gross Profit               10.2     6.7      3.5 
========================  ======  ======  ======= 
 Gross Margin              34.0%   38.5%   (4.5%) 
========================  ======  ======  ======= 
 Loss before tax           (3.3)   (2.6)    (0.7) 
========================  ======  ======  ======= 
 Adjusted EBITDA             0.1   (0.6)      0.7 
========================  ======  ======  ======= 
 
 Statement of financial 
  position 
------------------------  ------  ------  ------- 
 Cash                        3.6     5.6    (2.0) 
------------------------  ------  ------  ------- 
 Long-term debt            (3.5)   (3.4)    (0.1) 
------------------------  ------  ------  ------- 
 Net cash                    0.1     2.2    (2.1) 
------------------------  ------  ------  ------- 
 

Income statement

Revenue

The key drivers for the increase in revenue from GBP17.5m to GBP30.1m are organic growth of GBP6.8m from the TV and Zinc Communicate divisions and the acquisition of The Edge, which contributed GBP5.8m of revenue since its acquisition. The organic growth was driven by an increase of GBP5.6m, or 39%, year-on-year from the TV business via its new labels and a GBP1.2m increase from Zinc Communicate, a 40% increase year-on-year, which has grown its brand and corporate film offering.

Revenue (GBPm)

Gross margin and operating expenses

The Group's gross margin decreased during the period from 38.5% to 34.0% due to a strategic increase in the volume of lower margin TV revenue that is supporting the Group's expansion into new TV markets and accounted for GBP7m of revenue in FY22. Gross margins excluding this lower margin TV revenue have risen to 40.5% from 38.5% in FY21. This was mainly driven by the acquisition of The Edge which delivers higher margins.

Whilst Group gross margin decreased in FY22, it remains notably ahead of the performance achieved in previous years, as demonstrated in the graph below.

Group gross margins (%)

Adjusting items incurred during the year amounted to GBP1.3m (FY21: GBP0.3m), which mainly comprised the costs relating to the acquisition of The Edge which were GBP0.95m, in addition to restructuring and share based payment costs of GBP0.3m (FY21: GBP0.2m).

Operating expenses have risen by GBP4.0m to GBP13.1m, and whilst this represents a 44% increase on the prior year, the rate of growth has been significantly outpaced by the 72% increase in revenue due to the Group's relatively high operating leverage. As a result, operating costs as a percentage of revenue have fallen from 52% to 44%.

Finance costs, which mainly relate to interest on the Group's long-term debt, have risen from GBP0.2m to GBP0.4m as the relevant interest rate is based on the Bank of England base rate, and also subject to a floor of RPI, both of which increased during the year.

Earnings per share

Basic and diluted loss per share from continuing operations in FY22 was 12.43p (FY21: loss per share of 15.80p). These measures were calculated on the losses for the period from continuing operations attributable to Zinc Media shareholders of GBP2.3m (FY21: loss of GBP2.5m) divided by the weighted average number of shares in issue during the period being 18,480,039 (FY21: 16,095,991 ).

Dividend

The Board has not recommended a dividend in respect of the year ended 31 December 2022 (FY21: GBPnil).

Statement of Financial Position

Net assets have increased by GBP3.2m to GBP7.0m at the end of December 2022, driven by the acquisition of The Edge which added GBP1.9m of net assets at year end.

Assets

Cash balance at the end of December 2022 was GBP3.6m. This represents a decrease of GBP2.0m during the year, as the cash consideration paid for The Edge, outflows from operating activities, capital expenditure, property leases and the servicing of the long-term debt offset the net proceeds from the equity fundraise in August 2022.

Trade and other receivables have increased by GBP6.7m to GBP10.6m, driven by The Edge's receivables of GBP4.9m.

Equity and Liabilities

Total equity has increased from GBP3.7m to GBP7.0m as the issue of new equity more than offset the loss in the year.

Total liabilities have increased by GBP5.3m due The Edge's liabilities being consolidated into the Group and contingent consideration payable as part of the acquisition. The Group had an outstanding balance on long-term debt of GBP3.5m at year-end (FY21: GBP3.4m). The Directors believe the Group has strong shareholder support, evidenced by shareholders investing GBP5.0m in new equity in the year. The long-term debt holders are also major shareholders who own 42% of the Group's shares.

Cash Flows

The Group used cash of GBP4.6m in the year (FY21: GBP0.2m) in its operations mainly due to an increase in working capital from a high receivable position in the last year and as a result of The Edge acquisition. The net movement in the year was a decrease in cash of GBP2.0m (FY21: decrease of GBP1.2m) after financing activity cash inflow of GBP3.9m (FY21: outflow of GBP0.6m) and cash used in investing activities of GBP1.2m (FY21: GBP0.3m), driven respectively by the GBP4.8m equity fundraise (net of costs) and associated acquisition of The Edge which contributed a net cash outflow of GBP0.3m (GBP1.2m consideration paid less GBP0.9m of cash acquired).

Key Performance Indicators (KPIs)

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

   --      Revenue growth, including revenue from repeat customers and new business pipeline strength 
   --      Profitability assessed by key measures including gross margins and Adjusted EBITDA 
   --      Cash generation and cash management 
   --      Performance and integration of acquisitions 

These KPIs have been reported on within the Strategic Report.

Consolidated income statement for the year ended 31 December 2022

 
                                           12 months 
                                               ended   12 months ended 
                                         31 December       31 December 
                                                2022              2021 
                                 Notes       GBP'000           GBP'000 
------------------------------  ------  ------------  ---------------- 
 
 Continuing operations 
 Revenue                             4        30,083            17,491 
 Cost of sales                       5      (19,880)          (10,759) 
------------------------------  ------  ------------  ---------------- 
 Gross profit                                 10,203             6,732 
 Operating expenses                  5      (13,083)           (9,097) 
 Operating loss                              (2,880)           (2,365) 
------------------------------  ------  ------------  ---------------- 
 Analysed as: 
 Adjusted EBITDA                                  75             (612) 
 Depreciation                        5         (947)             (782) 
 Amortisation                        5         (715)             (704) 
 Adjusting items                     8       (1,293)             (267) 
 Operating loss                              (2,880)           (2,365) 
------------------------------  ------  ------------  ---------------- 
 Finance costs                       9         (390)             (241) 
 Finance income                      9             1                 - 
------------------------------  ------  ------------  ---------------- 
 Loss before tax                             (3,269)           (2,606) 
 Taxation credit/(charge)           10           987                86 
 Loss for the period                         (2,282)           (2,520) 
 Attributable to: 
 Equity holders                              (2,297)           (2,544) 
 Non-controlling interest                         15                24 
 Retained loss for the period                (2,282)           (2,520) 
------------------------------  ------  ------------  ---------------- 
 
 Earnings per share 
 Basic                              11      (12.43)p          (15.80)p 
 Diluted                            11      (12.43)p          (15.80)p 
 
 

The loss for the period attributable to equity holders from continuing operations is GBP2,297k ( 31 December 2021 : GBP2,544k).

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 2022

 
 
                                                 12 months     12 months 
                                                     ended         ended 
                                               31 December   31 December 
                                                      2022          2021 
                                                   GBP'000       GBP'000 
-------------------------------------------   ------------  ------------ 
 
 Loss for the year and total comprehensive 
  expense for the period                           (2,282)       (2,520) 
 Attributable to: 
 Equity holders                                    (2,297)       (2,544) 
 Non-controlling interest                               15            24 
                                                   (2,282)       (2,520) 
 -------------------------------------------  ------------  ------------ 
 
 

Consolidated statement of financial position as at 31 December 2022

 
                                                  2022      2021 
                                        Note   GBP'000   GBP'000 
-------------------------------------  -----  --------  -------- 
 Assets 
 Non-current 
 Goodwill and intangible assets           12     7,671     3,800 
 Property, plant and equipment            13     1,056       904 
 Right-of-use assets                      18     1,084     1,159 
                                                 9,811     5,863 
-------------------------------------  -----  --------  -------- 
 Current assets 
 Inventories                              14        73       226 
 Trade and other receivables              15    10,591     3,887 
 Cash and cash equivalents                16     3,632     5,608 
                                                14,296     9,721 
-------------------------------------  -----  --------  -------- 
 Total assets                                   24,107    15,584 
-------------------------------------  -----  --------  -------- 
 
 Equity 
 Called up share capital                  24        27        20 
 Share premium account                    24     9,546     4,785 
 Share based payment reserve                       457       277 
 Merger reserve                           24       566        27 
 Retained losses                          24   (3,653)   (1,386) 
-------------------------------------  -----  --------  -------- 
 Total equity attributable to equity 
  holders of the parent                          6,943     3,723 
-------------------------------------  -----  --------  -------- 
 Non-controlling interests                          16        24 
-------------------------------------  -----  --------  -------- 
 Total equity                                    6,959     3,747 
-------------------------------------  -----  --------  -------- 
 
 Liabilities 
 Non-current 
 Borrowings                               19     3,490         - 
 Lease liabilities                        18       352       735 
 Deferred tax                             21         -       190 
 Provisions                               22       242       250 
 Trade and other payables                 17     2,476         - 
                                                 6,560     1,175 
-------------------------------------  -----  --------  -------- 
 Current 
 Trade and other payables                 17     9,753     6,799 
 Current tax liabilities                           160         4 
 Borrowings                               19         -     3,428 
 Lease liabilities                        18       675       431 
                                                10,588    10,662 
                                              --------  -------- 
 Total liabilities                              17,148    11,837 
-------------------------------------  -----  --------  -------- 
 Total equity and liabilities                   24,107    15,584 
-------------------------------------  -----  --------  -------- 
 

The consolidated financial statements were authorised for issue and approved by the Board on 25 April 2023 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 2022

 
                                                          12 months     12 months 
                                                              ended         ended 
                                                        31 December   31 December 
                                                               2022          2021 
                                                 Note       GBP'000       GBP'000 
----------------------------------------------  -----  ------------  ------------ 
 Cash flows from operating activities 
 Loss for the year before tax from continuing 
  operations                                                (3,269)       (2,606) 
                                                            (3,269)       (2,606) 
 Adjustments for: 
 Depreciation                                       5           947           782 
 Amortisation and impairment of intangibles         5           715           704 
 Finance costs                                      9           390           241 
 Finance income                                     9           (1)             - 
 Share based payment charge                         7           180           122 
 
 Contingent consideration deemed remuneration       8             -             - 
 Consideration paid in shares                                    30           131 
 Loss on disposal of assets                         8             -             4 
                                                            (1,008)         (623) 
 Decrease/(increase) in inventories                             191          (42) 
 (Increase)/decrease in trade and other 
  receivables                                               (2,841)           392 
 (Decrease)/increase in trade and other 
  payables                                                    (975)            28 
----------------------------------------------  -----  ------------  ------------ 
 Cash used in operations                                    (4,633)         (245) 
 Finance income                                                   1             - 
 Finance costs                                                 (57)          (65) 
 Net cash flows used in operating activities                (4,689)         (310) 
----------------------------------------------  -----  ------------  ------------ 
 Investing activities 
 Payment of contingent consideration on                           -             - 
  acquisition of subsidiary 
 Purchase of property, plant and equipment         13         (831)         (273) 
 Purchase of intangible assets                     12          (50)             - 
 Acquisition of subsidiary net of cash 
  acquired                                         23         (324)             - 
 Net cash flows used in investing activities                (1,205)         (273) 
----------------------------------------------  -----  ------------  ------------ 
 Financing activities 
 Issue of ordinary share capital (net of 
  issue costs)                                     24         4,767             - 
 Principal elements of lease payments              18         (555)         (432) 
 Borrowings repaid                                 19         (265)         (176) 
 Dividends paid to NCI                                         (23) 
 Net cash flows generated from / (used 
  in) from financing activities                               3,924         (608) 
----------------------------------------------  -----  ------------  ------------ 
 Net decrease in cash and cash equivalents                  (1,970)       (1,191) 
 Translation differences                                        (6)           (6) 
 Cash and cash equivalents at beginning 
  of year/period                                   16         5,608         6,805 
----------------------------------------------  -----  ------------  ------------ 
 Cash and cash equivalents at year/period 
  end                                              16         3,632         5,608 
----------------------------------------------  -----  ------------  ------------ 
 

Consolidated statement of changes in equity for the year ended 31 December 2022

 
 
 
                                                                           Total 
                                                                          equity 
                                                                       attributable 
                                        Share                            to equity 
                                         based                            holders 
           Share              Share     payment   Merger    Retained        of         Non-controlling    Total 
          capital            premium   reserve    reserve   earnings    the parent        interest       equity 
          GBP'000            GBP'000   GBP'000    GBP'000   GBP'000       GBP'000          GBP'000       GBP'000 
 
 Balance at 1 January 
  2021                  20    4,654      155        27       1,158         6,014             12           6,026 
---------------------  ---  --------  ---------  --------  ---------  --------------  ----------------  -------- 
 Loss and total 
  comprehensive 
  expense 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 
---------------------  ---  --------  ---------  --------  ---------  --------------  ----------------  -------- 
 
 Balance at 1 January 
  2022                  20    4,785      277        27      (1,386)        3,723             24           3,747 
---------------------  ---  --------  ---------  --------  ---------  --------------  ----------------  -------- 
 Loss and total 
  comprehensive 
  expense for the 
  period                -       -         -          -      (2,297)       (2,297)            15          (2,282) 
---------------------  ---  --------  ---------  --------  ---------  --------------  ----------------  -------- 
 Equity-settled 
  share-based 
  payments              -       -        180         -         -            180               -            180 
 Shares issued in 
  placing net 
  of expenses           6     4,761       -          -         -           4,767              -           4,767 
 Consideration paid 
  in shares             1       -         -         539        -            540               -            540 
 Shares issued in 
  lieu of 
  fees/Directors 
  remuneration paid 
  in shares             -       -         -          -         30           30                -            30 
 Dividends paid         -       -         -          -         -             -              (23)          (23) 
 Total transactions 
  with owners 
  of the Company        7     4,761      180        539     (2,267)        3,220             (8)          3,212 
---------------------  ---  --------  ---------  --------  ---------  --------------  ----------------  -------- 
 Balance at 31 
  December 2022         27    9,546      457        566     (3,653)        6,943             16           6,959 
---------------------  ---  --------  ---------  --------  ---------  --------------  ----------------  -------- 
 
 

Notes to the consolidated financial statements

   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 4th 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 

The financial statements of the Group 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.

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 2022 the cash holdings of the Group were GBP3.6m and net cash was GBP0.1m. The Group also has an overdraft facility of GBP0.6m available.

The Directors believe the Group has strong shareholder support, evidenced by shareholders investing GBP12.5m in new equity in recent years and the long-term debt holders, who are also major shareholders with 42% of the Group's shares, having agreed in 2022 to extend 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 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. Whilst the sales pipeline is healthy the timing of new sales is hard to predict, the scenarios include revenues being 15% down on budget. 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 shareholders and 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 2022. 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

No new standards were adopted in 2022. A number of other new pronouncements are effective from 1 January 2023 the principal ones are listed below:

   --      Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: 

Disclosure of Accounting policies (Effective 1 January 2023)

   --    Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single 

Transaction (Effective 1 January 2023)

-- Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition

of Accounting Estimates (Effective 1 January 2023)

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 exceeds 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 and content 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.

Publishing

Advertising revenue is recognised on the date publications are published which is when control transfers to the customer.

3.2) 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.

3.3) 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 The Edge 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                                                  Over 7 - 10 years 
   Distribution catalogue                                                                Over 5 years 

Software Over 2 years

Brands and customer relationships relate to the acquisition of Tern Television Productions and The Edge. They are amortised over a period of 7 and 10 years respectively and as at 31 December 2022 there was under 2 years remaining for Tern Television Productions and under 10 years for The Edge.

The distribution catalogue intangible asset arose on the acquisition of Tern Television Productions. It is amortised over 5 years and as at 31 December 2022 the remaining useful life was nil.

The software relates to a finance system that is used across the group and CRM system in Zinc Communicate.

3.4) 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 assesses 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.

3.5) Inventories

Inventories in Zinc Communicate and The Edge 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.

3.6) 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.

3.7) Current and deferred taxation

Current tax is the tax currently payable based on taxable profit/(loss) 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.

3.8) 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.

3.9) 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.

   3.10)     Provisions 

Provisions are recognised when: the Group has a present legal or constructive obligation as a 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.

   3.11)     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.

   3.12)     Significant judgements and estimates 

The preparation of consolidated financial statements in accordance with UK-adopted International Accounting Standards 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.

   i)          Judgements 

Revenue recognition

The main judgements regarding revenue recognition relate to TV production and content 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.

   ii)          Estimates 

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 12 for details of how these judgements are made and the estimation sensitivities disclosed.

Valuation of intangibles arising on acquisition

The intangible assets acquired on the acquisition of The Edge Picture Co Limited have been valued using the income approach. This involves forecasting the expected future economic benefits attributable to an asset and calculating the net present value of these future economic benefits using an appropriate asset specific discount rate. The discount rate used has factored in the market rate of return, the specific risks associated with the industry as well as the risk associated with the asset being valued. See note 23 for more detail on the acquisition.

Valuation of contingent consideration

The contingent consideration payable in relation to the acquisition of The Edge has been measured at its fair value using a Monte Carlo simulation where the EBIT of each of the three years of the earn out period is an independent, normally distributed random variable. Values have been calculated for all three years and the total, and the average of these represents the fair value. Estimation sensitivity has been disclosed in note 20.

   3.13)     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 content. The Content Production segment includes brand and corporate film production, radio and podcast production and publishing.

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 Content Production. These operating segments are monitored, and strategic decisions are made on the basis of adjusted segment operating results.

 
                                                                        Central 
                            TV                Content Production         and plc             Total 
                                         ----------------------------  -------------------  --------- 
                        2022       2021      2022      2021      2022      2021       2022       2021 
 Continuing                                   GBP       GBP       GBP       GBP        GBP        GBP 
  Operations        GBP '000   GBP '000      '000      '000      '000      '000       '000       '000 
                   ---------  ---------  --------  --------  --------  --------  ---------  --------- 
 Revenue              20,218     14,565     9,865     2,926         -         -     30,083     17,491 
-----------------  ---------  ---------  --------  --------  --------  --------  ---------  --------- 
 Adjusted EBITDA         611        932       573     (241)   (1,109)   (1,303)         75      (612) 
 Depreciation          (541)      (582)     (192)      (48)     (214)     (151)      (947)      (782) 
 Amortisation              -          -      (10)         -     (705)     (704)      (715)      (704) 
 Adjusting Items 
  and acquisition 
  costs                 (83)        (6)      (68)      (51)   (1,143)     (211)    (1,293)      (267) 
 Operating profit 
  / (loss)              (13)        344       303     (340)   (3,171)   (2,369)    (2,880)    (2,365) 
-----------------  ---------  ---------  --------  --------  --------  --------  ---------  --------- 
 Finance costs           (5)       (12)      (11)         -     (374)     (229)      (390)      (241) 
 Finance income            -          0         1         -         -         -          1          0 
                                                                                 ---------  --------- 
 Loss before 
  tax                   (18)        332       293     (340)   (3,545)   (2,597)    (3,269)    (2,606) 
-----------------                                                                ---------  --------- 
 Taxation 
  credit/(charge)        (5)          4       828         -       164        82        987         86 
                   ---------  ---------  --------  --------  --------  --------             --------- 
 Loss for the 
  year                  (23)        336     1,122     (340)   (3,381)   (2,515)    (2,282)    (2,520) 
-----------------  ---------  ---------  --------  --------  --------  --------  ---------  --------- 
 Segment Assets       11,775     12,571     7,175     2,151     5,158       862     24,107     15,584 
 Segment 
  Liabilities       (16,326)   (15,294)   (3,748)   (1,207)     2,926     4,664   (17,149)   (11,837) 
-----------------  ---------  ---------  --------  --------  --------  --------  ---------  --------- 
 
 Other Segment 
  items: 
 Expenditure 
  on intangible 
  assets                   -          -        50         -     4,394       108      4,444        108 
 Expenditure 
  on tangible 
  assets                 190        236       544         6        97       862        831      1,104 
 
 

* Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation and adjusting items as set out in note.

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 GBP24.7m (year ended 31 December 2021: GBP16.0m), and the total revenue from external customers in other countries was GBP5.4m (2021: GBP1.5m). There were two customers that accounted for more than 10% of Group revenue in the year: one customer accounted for GBP7.3m or 24% of Group revenue and the other customer accounted for GBP5.9m or 20% of Group revenue (2021: one customer accounted for GBP3.8m 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.

 
                                                           2022      2021 
                                                        GBP'000   GBP'000 
      -----------------------------------------------  --------  -------- 
 Receivables, which are included in 'Trade and 
  other receivables'                                      6,515     2,060 
 Contract assets                                          2,545     1,502 
 Contract liabilities                                   (1,895)   (1,068) 
------------------------------------------------       --------  -------- 
 

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 milestones per the production agreements are met and an invoice is raised. 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.

 
                                                                  2022 
                                                         Contract       Contract 
                                                           assets    liabilities 
                                                          GBP'000        GBP'000 
------------------------------------------------------  ---------  ------------- 
 Opening balance 1 January 2022                             1,502        (1,068) 
 Revenue recognised that was included in the contract 
  liability balance at the beginning of the period              -          1,068 
 Increases due to cash received, excluding amounts 
  recognised as 
  revenue during the period                                     -        (1,006) 
 Transfers from contract assets recognised at the 
  beginning of the 
  period to receivables                                   (1,502)              - 
 Increases as a result of changes in the measure 
  of progress                                               2,132              - 
 Increase as a result of The Edge acquisition                 413          (889) 
------------------------------------------------------  ---------  ------------- 
 Closing balance 31 December 2022                           2,545        (1,895) 
------------------------------------------------------  ---------  ------------- 
 

Transaction price allocated to the remaining performance obligations

The Group has applied the practical expedient in paragraph 121 of IFRS 15 and chosen not to 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:

 
                                        2022      2021 
                                     GBP'000   GBP'000 
----------------------------------  --------  -------- 
 Cost of sales 
 Production costs                     16,813     7,660 
 Salary costs                          2,250     1,803 
 Royalties and distribution costs        817     1,296 
 Total cost of sales                  19,880    10,759 
----------------------------------  --------  -------- 
 
   Operating expenses 
 Salary costs                          7,815     6,402 
 Leases on premises                       10         6 
 Other administrative expenses         2,296       932 
 Foreign exchange gain                     7         4 
 Adjusting Items                       1,293       267 
 Depreciation and Amortisation         1,662     1,486 
 Total operating expenses             13,083     9,097 
----------------------------------  --------  -------- 
 

Furlough income in the year totalled GBPnil (2021: GBP71k), this is included in salary costs in both operating expenses and cost of sales.

Auditor, tax and share option advisor fees are included in other administrative expenses. The auditor did not provide any non-audit services in the current or prior year. The fee for statutory audit services was as follows:

 
                                                        2022      2021 
                                                     GBP'000   GBP'000 
--------------------------------------------------  --------  -------- 
 Statutory audit services 
 Annual audit of the company and the consolidated 
  accounts                                               189       107 
 

6) STAFF COSTS

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

 
                                     2022      2021 
                                  GBP'000   GBP'000 
-------------------------------  --------  -------- 
 Wages & salaries                   8,682     6,888 
 Social security & other costs        994       778 
 Pension costs                        359       509 
 Share based payment charge           180       122 
 Consideration paid in shares          30        30 
 Total                             10,245     8,327 
-------------------------------  --------  -------- 
 

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

 
                       2022   2021 
--------------------  -----  ----- 
 Zinc Television        134    115 
 Content Production      82     45 
 Central and Plc          8      8 
 Total                  224    168 
--------------------  -----  ----- 
 

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

 
 Directors' emoluments 
                                                                                       2022      2021 
---------------------------  ----------  ---------  --------  ---------  --------  --------  -------- 
 
                               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          -       135          -        27       432       459 
 Will Sawyer                        159          -        80          -        16       255       246 
 Non-Executive Directors 
 Christopher Satterthwaite 
  (Chairman)                         50          -         -         30         -        80        80 
 Nicholas Taylor                     18          -         -          -        12        30        30 
 Andrew Garard                       30          -         -          -         -        30        30 
                                    527          -       215         30        55       827       845 
---------------------------  ----------  ---------  --------  ---------  --------  --------  -------- 
 

The executive director bonuses solely relate to the successful acquisition, integration and fundraise related to The Edge Picture Co. Almost 40% of the bonuses received by the executive directors were re-invested back in the Group via an equity fundraise during the year.

Key management personnel compensation

 
                                                        2022      2021 
                                                     GBP'000   GBP'000 
--------------------------------------------------  --------  -------- 
 Short term employee benefits (includes employers 
  NICs)                                                  840       870 
 Post-employment benefits                                 55        54 
 Shares (includes employers NICs)                         34        34 
 Share-based payments charge                             129       101 
--------------------------------------------------  --------  -------- 
 Total                                                 1,058     1,059 
--------------------------------------------------  --------  -------- 
 

The amount for share based payments charge (see note 7) which relates to the Directors was GBP129k (2021: GBP101k).

7) SHARE BASED PAYMENTS

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

 
                                      2022      2021 
                                   GBP'000   GBP'000 
 EMI share option scheme               104        74 
 Unapproved share option scheme         76        48 
  Total                                180       122 
--------------------------------  --------  -------- 
 

The share based payment charge for options granted since February 2020 are calculated using a Stochastic model and options granted prior to February 2020 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 
------------------------------  --------  ------------------  --------  --------- 
                                            2022                            2021 
                                  Number            WAEP GBP    Number   WAEP GBP 
------------------------------  --------  ------------------  --------  --------- 
 Outstanding at the beginning 
  of the year                    886,546               0.014   173,201      2.527 
 Transferred from EMI scheme      26,605               0.670     2,000      3.750 
 Granted                               -                   -   711,345      0.001 
 Lapsed during the year                -                   -         -          - 
------------------------------                                -------- 
 Outstanding at the end 
  of the year                    913,151               0.033   886,546      0.014 
------------------------------  --------  ------------------  --------  --------- 
 Exercisable at the end 
  of the year                          -                   -         -          - 
------------------------------  --------  ------------------  --------  --------- 
 
 
 EMI Share option scheme 
 
                                          2022                 2021 
                                                                      WAEP 
                                     Number   WAEP GBP      Number     GBP 
-------------------------------  ----------  ---------  ----------  ------ 
 Outstanding at the beginning 
  of the year                     1,097,104      0.390     566,144   0.784 
 Granted during the year            151,622      0.875     539,960   0.683 
 Lapsed during the year            (70,211)      0.713     (7,000)   3.921 
 Transferred to unapproved 
  scheme                           (26,605)      0.670     (2,000)   3.750 
 Outstanding at the end of 
  the year                        1,151,909      0.428   1,097,104   0.390 
-------------------------------  ----------  ---------  ----------  ------ 
 Exercisable at the end of 
  the year                                -          -           -       - 
-------------------------------  ----------  ---------  ----------  ------ 
 
 

The options outstanding as at 31 December 2022 have the following exercise prices and expire in the following financial years:

 
 
                                       Exercise 
 Expiry           Grant Date              Price        2022        2021 
                                            GBP         No.         No. 
---------------                                              ---------- 
 December 2026    December 2016            3.75       6,000       6,000 
 November 2027    November 2017            4.15       5,000       5,000 
 April 2028       April 2018               3.75       4,000       4,000 
 November 2028    November 2018            2.00       6,000       6,000 
 February 2030    February 2020          0.0013     711,345     711,345 
 June 2031        June 2021              0.0013     711,345     711,345 
 June 2031        June 2021              0.6695     268,237     337,449 
 November 2031    November 2021          0.7060     202,511     202,511 
 December 2032    December 2022          0.8750     151,622           - 
                                                  2,066,060   1,983,650 
 ------------------------------- 
 

No options were exercised or expired during the periods covered by the above tables.

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 December 2022

The Group issued 151,622 share options to senior member of staff of Zinc Media Group on the 12(th) of December 2022 under the Company's EMI Share Option Plan.

The options are exercisable at 87.5 pence per share on or after the third anniversary of their grant. Half the options will vest if the share price is at least GBP1.3125 for a period of 30 consecutive dealing days ending on or after 12(th) of December 2025. The remaining half of the Options will vest unconditionally on the third anniversary of the grant date, being 12 December 2025.

The inputs into the option pricing model for the options granted in December 2022 are as follows:

 
 
  Scheme                                                      EMI 
----------------------------------------------------  ----------- 
 Weighted average share exercise price                 87.5 pence 
 Weighted average expected volatility - tranche 
  1                                                        47.15% 
 Weighted average expected volatility - tranche 
  2                                                        61.05% 
 Average expected life (years) - tranche 1              4.3 years 
 Average expected life (years) - tranche 2              6.5 years 
 Weighted average risk-free interest rate - tranche 
  1                                                         3.25% 
 Weighted average risk-free interest rate - tranche 
  2                                                         3.27% 
 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.

8) ADJUSTING ITEMS

 
                                              2022      2021 
                                           GBP'000   GBP'000 
----------------------------------------  --------  -------- 
 
                         Adjusting Items 
 Reorganisation and restructuring costs      (160)      (81) 
 Acquisition costs                           (953)      (60) 
 Share based payment charge                  (180)     (122) 
 Loss on disposal of tangible assets             -       (4) 
 Total                                     (1,293)     (267) 
----------------------------------------  --------  -------- 
 

Adjusting 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.

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 has been presented as adjusting to enable a more refined evaluation of financial performance.

Acquisition costs

Acquisition costs represent costs incurred in the acquisition of The Edge Picture Co during the year. These costs are non-recurring in nature and are therefore treated as an adjusting item for management to better understand the underlying performance of the Group in the year. These costs are also included in operating activities in the cash flow statement.

9) FINANCE COSTS

 
                                             2022      2021 
 Finance Costs                            GBP'000   GBP'000 
---------------------------------------  --------  -------- 
 Interest payable on borrowings             (336)     (176) 
 Interest payable on lease liabilities       (54)      (65) 
 Finance Costs                              (390)     (241) 
---------------------------------------  --------  -------- 
 Finance Income 
 Interest received                              1         - 
---------------------------------------  --------  -------- 
 Net finance costs                          (389)     (241) 
---------------------------------------  --------  -------- 
 

10) INCOME TAX EXPENSE

Taxation Charge/credit

 
                                                         2022      2021 
                                                      GBP'000   GBP'000 
---------------------------------------------------  --------  -------- 
 Current tax expense: 
  Current tax expense                                       4         4 
  Charge in respect of prior periods                        -         - 
                                                            4         4 
---------------------------------------------------  --------  -------- 
 
   Deferred tax 
 Origination and reversal of temporary differences      (953)     (126) 
 Effect of change in UK corporation tax rate             (39)        42 
 Adjustments in respect of prior periods                    1       (6) 
                                                        (991)      (90) 
---------------------------------------------------  --------  -------- 
 
 Total income tax credit                                (987)      (86) 
---------------------------------------------------  --------  -------- 
 

Reconciliation of taxation expense:

 
                                                        2022      2021 
                                                     GBP'000   GBP'000 
--------------------------------------------------  --------  -------- 
 Loss before tax                                     (3,269)   (2,606) 
--------------------------------------------------  --------  -------- 
 Taxation expense at UK corporation tax rate 
  of 19% (2021: 19%)                                   (621)     (495) 
 Other non-taxable income/non-deductible expenses        239        54 
 Tax losses (recognised)/not recognised                (610)       311 
 Group relief (claimed)/surrendered                      (4)         4 
 Effect of changes in UK corporation tax rates          (39)        42 
 Varying tax rates of overseas earnings                (100)         - 
 Adjustments to tax charge in respect of previous        147         - 
  years 
 Charge in respect of prior periods                        1       (2) 
 Total income tax credit                               (987)      (86) 
--------------------------------------------------  --------  -------- 
 

11) 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.

 
                                                           2022               2021 
                                               Number of Shares   Number of Shares 
 
                                                        Weighted average number of 
                                                  shares used in basic and diluted 
    earnings per share calculation                   18,480,039         16,095,991 
                                                       Potentially dilutive effect 
    of share options                                  1,558,184          1,117,890 
                                                        GBP'000            GBP'000 
  ------------------------------------------  -----------------  ----------------- 
                                                 Loss for the year from continuing 
    operations attributable to shareholders             (2,297)            (2,544) 
 
                                                             Continuing operations 
   Basic Loss per share (pence)                        (12.43)p           (15.80)p 
   Diluted Loss per share (pence)                      (12.43)p           (15.80)p 
 

12) INTANGIBLE ASSETS

 
 
 
                                             Customer   Software   Distribution     Order 
                   Goodwill    Brands   Relationships                 Catalogue      Book      Total 
                    GBP'000   GBP'000         GBP'000    GBP'000        GBP'000   GBP'000     GBP000 
 Cost 
 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 
 Additions                -         -               -         50              -         -         50 
 Acquired 
  through 
  business 
  combinations        1,503     1,464           1,450          -              -       119      4,536 
----------------  ---------  --------  --------------  ---------  -------------  --------  --------- 
 At 31 December 
  2022               10,456     2,143           4,753        280            443       119     18,194 
----------------  ---------  --------  --------------  ---------  -------------  --------  --------- 
 Amortisation 
  and impairment 
 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) 
 Charge for the 
  year                    -     (113)           (351)       (59)           (73)     (119)      (715) 
 At 31 December 
  2022              (5,898)     (681)         (3,143)      (239)          (443)     (119)   (10,523) 
----------------  ---------  --------  --------------  ---------  -------------  --------  --------- 
 Net Book Value 
 At 31 December 
  2022                4,558     1,462           1,610         41              -         -      7,671 
----------------  ---------  --------  --------------  ---------  -------------  --------  --------- 
 At 31 December 
  2021                3,055       111             511         50             73         -      3,800 
----------------  ---------  --------  --------------  ---------  -------------  --------  --------- 
 
 

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

Impairment Tests for Goodwill

Goodwill by cash generating unit is:

 
                                  2022      2021 
                               GBP'000   GBP'000 
 Tern TV CGU                     1,444     1,444 
 London & Manchester TV CGU      1,611     1,611 
 The Edge CGU                    1,503         - 
 Total                           4,558     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, gross margins 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 2023 business unit forecasts are based on the budget set for the year. In TV a growth rate of 2 per cent has been used for the following years into perpetuity. Management believes 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, the discounted cash flow methodology has been employed, which is based on assumptions and judgements related to 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 three cash generating units operate in a similar media landscape and the pre-tax discount rate applied across the segments for period ended 31 December 2022 was 9.1 per cent (2021: 10 per cent). A sensitivity analysis of an increase in the discount rate by 2.4 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 9.1 per cent.               rate to 11.5 per cent will 
                                                      result in no impairment charge. 
                ----------------------------------  --------------------------------- 
 Revenue         London & Manchester TV's            If there is a shortfall in 
  and Gross       and Tern TV's CGU revenue           revenue of 20% or a reduction 
  Margins         for 2023 is forecast to             in gross margin of 4%, there 
                  increase and London & Manchester    would be no impairment charge. 
                  TV's gross margin is forecast 
                  to increase. 
                ----------------------------------  --------------------------------- 
 EBITDA growth   An average rate of 2 per            If a zero per cent average 
  Rate            cent has been used for financial    growth rate was applied for 
                  year 2025 onwards.                  2024 onwards there would be 
                                                      no impairment in any of the 
                                                      CGU's. 
                ----------------------------------  --------------------------------- 
 

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

13) PROPERTY, PLANT AND EQUIPMENT

 
                                                                       Office 
                                  Short leasehold       Motor    and computer 
                               land and buildings    vehicles       equipment     Total 
                                          GBP'000     GBP'000         GBP'000   GBP'000 
 Cost 
 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 
 Additions                                     24           -             331       355 
 Disposals and retirements                      -           -            (17)      (17) 
 Acquired through business 
  combinations                                  -           8             185       193 
 At 31 December 2022                          448          21           2,113     2,582 
---------------------------  --------------------  ----------  --------------  -------- 
 Depreciation 
 At 31 December 2020                        (358)        (35)         (2,606)   (2,999) 
 Charge for the period                       (73)           -           (219)     (292) 
 Disposals and retirements                    244          22           1,878     2,144 
 At 31 December 2021                        (187)        (13)           (947)   (1,147) 
 Charge for the period                       (76)         (1)           (319)     (396) 
 Disposals and retirements                      -           -              17        17 
 At 31 December 2022                        (263)        (14)         (1,249)   (1,526) 
---------------------------  --------------------  ----------  --------------  -------- 
 Net Book Value 
 At 31 December 2022                          185           7             864     1,056 
---------------------------  --------------------  ----------  --------------  -------- 
 At 31 December 2021                          237           -             667       904 
---------------------------  --------------------  ----------  --------------  -------- 
 

14) INVENTORIES

 
                       31 Dec    31 Dec 
                         2022      2021 
                      GBP'000   GBP'000 
-------------------  --------  -------- 
 Work in progress          73       226 
 Total Inventories         73       226 
-------------------  --------  -------- 
 

15) TRADE AND OTHER RECEIVABLES

 
                                   31 Dec    31 Dec 
                                     2022      2021 
                                  GBP'000   GBP'000 
-------------------------------  --------  -------- 
 Current 
 Trade receivables                  6,872     2,609 
 Less provision for impairment      (380)     (549) 
-------------------------------  --------  -------- 
 Net trade receivables              6,492     2,060 
 Prepayments                          507       325 
 Other receivables                  1,047         - 
 Contract assets                    2,545     1,502 
-------------------------------  --------  -------- 
  Total                            10,591     3,887 
-------------------------------  --------  -------- 
 

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 is 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 and 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 GBP380,000 (2021: GBP549,000) 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-division 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 2022. 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 (2021: GBPnil).

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     2022 
-----------------------  ------  ------  ------  -------  --------  --------  ----------  ------ 
 
 Gross carrying 
  amount (GBP'000)          781   590     172     106      -         -         -           1,649 
-----------------------  ------  ------  ------  -------  --------  --------  ----------  ------ 
 Loss allowance 
 provision (GBP'000)     -        -       -       -        -         -         -           - 
 
 

The expected credit loss in this division is immaterial.

The Edge

 
 
                  Aging                                                                                                                                         Over 
 Trade             0-30                                                    30-60                   60-90                90-120              120-150   150-365   365    Total 
 receivables:      days                                                     days                    days                 days               days      days      days    2022 
---------------  -------------------------------------------------------  ----------------------  -------------------  ------------------  --------  --------  -----  ----------------- 
 
 Gross carrying 
  amount 
  (GBP'000)                                                        1,406                   1,126                  303                 366   -         -         -                 3,201 
---------------  -------------------------------------------------------  ----------------------  -------------------  ------------------  --------  --------  -----  ----------------- 
 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       2022 
-----------------------  ------  ------  ------  -------  --------  --------  --------  ------ 
 
 Expected loss 
  rate (%)                12%     15%     18%     20%      23%       37%       51%       34% 
 Gross carrying 
  amount (GBP'000)          131   130     128     57       50        354       416       1,266 
-----------------------  ------  ------  ------  -------  --------  --------  --------  ------ 
 Loss allowance 
 provision (GBP'000)       15     18      21      10       10        116       190       380 
-----------------------  ------  ------  ------  -------  --------  --------  --------  ------ 
 
 

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       2022 
-----------------------  ------  ------  ------  -------  --------  --------  --------  ------ 
 
 Gross carrying 
  amount (GBP'000)          549   113     68      27       -         -         -         757 
-----------------------  ------  ------  ------  -------  --------  --------  --------  ------ 
 Loss allowance 
 provision (GBP'000)     -        -       -       -        -         -         -         - 
-----------------------  ------  ------  ------  -------  --------  --------  --------  ------ 
 
 
 

The expected credit loss in this division is immaterial.

16) CASH AND CASH EQUIVALENTS

 
                                     31 Dec    31 Dec 
                                       2022      2021 
                                    GBP'000   GBP'000 
---------------------------------  --------  -------- 
 Total Cash and cash equivalents      3,632     5,608 
---------------------------------  --------  -------- 
 

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).

17) TRADE AND OTHER PAYABLES

 
                                      31 Dec    31 Dec 
                                        2022      2021 
                                     GBP'000   GBP'000 
----------------------------------  --------  -------- 
 Current 
 Trade payables                        1,415       764 
 Other payables                          492       133 
 Other taxes and social security       1,149     1,348 
 Accruals                              4,139     3,486 
 Contract liabilities                  1,895     1,068 
 Contingent consideration payable        663         - 
  Total                                9,753     6,799 
 Non-Current 
 Contingent consideration payable      2,476         - 
----------------------------------  --------  -------- 
 Total                                12,229     6,799 
----------------------------------  --------  -------- 
 

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

18) 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 January 2021                            1,073          204     1,277 
 Additions                                                 373            -       373 
 Depreciation                                            (407)         (82)     (489) 
----------------------------------------  --------------------  -----------  -------- 
 Balance as at 31 December 2021                          1,039          122     1,161 
 Additions                                                   -           42        42 
 Acquired through business combinations                    433            -       433 
 Depreciation                                            (455)         (97)     (552) 
 Balance as at 31 December 2022                          1,017           67     1,084 
----------------------------------------  --------------------  -----------  -------- 
 

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

 
                             31 Dec    31 Dec 
                               2022      2021 
                            GBP'000   GBP'000 
-------------------------  --------  -------- 
 Current                        675       431 
 Non-current                    352       735 
 Total lease liabilities      1,027     1,166 
-------------------------  --------  -------- 
 

The Groups future minimum lease payments are as follows:

 
                                     31 Dec    31 Dec 
                                       2022      2021 
                                    GBP'000   GBP'000 
---------------------------------  --------  -------- 
 Not later than 1 year                  707       475 
 Later than 1 year and not later 
  than 5 years                          312       413 
 Later than 5 years                      50       282 
                                      1,069     1,170 
---------------------------------  --------  -------- 
 

19) BORROWINGS AND OTHER FINANCIAL LIABILITIES

 
 
                                          31 Dec    31 Dec 
                                            2022      2021 
                                         GBP'000   GBP'000 
--------------------------------------  --------  -------- 
 Current 
 Lease liabilities                           675       431 
 Debt facility - unsecured borrowings          -     2,450 
 Loan notes - unsecured borrowings             -       978 
  Sub total                                  675     3,859 
--------------------------------------  --------  -------- 
 
   Non-current 
 Debt facility - unsecured borrowings      2,512         - 
 Loan notes - unsecured borrowings           978         - 
 Lease liabilities                           352       735 
  Sub total                                3,842       735 
--------------------------------------  --------  -------- 
 Total                                     4,517     4,594 
--------------------------------------  --------  -------- 
 

Maturity of Financial Liabilities

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

 
                                      31 Dec    31 Dec 
                                        2022      2021 
                                     GBP'000   GBP'000 
----------------------------------  --------  -------- 
 Repayable within one year and on 
  demand: 
 Lease liabilities                       707       475 
 Trade and other payables              1,907       897 
 Accrued expenses                      4,139     3,486 
 Debt facility - unsecured                 -     2,531 
 Loan notes - unsecured                    -     1,189 
 Contingent consideration                663         - 
                                       7,416     8,578 
----------------------------------  --------  -------- 
 
 
 Repayable between one and two years: 
 Lease liabilities                           312     413 
 Debt facility - unsecured                 3,080       - 
 Loan notes - unsecured                    1,111       - 
                                           4,503     413 
---------------------------------------  -------  ------ 
 Repayable between two and five years: 
 Lease liabilities                            50     282 
 Contingent consideration                  2,476       - 
---------------------------------------  -------  ------ 
                                           2,526     282 
---------------------------------------  -------  ------ 
 Total                                    14,445   9,273 
---------------------------------------  -------  ------ 
 

Debt Facility

Loans totalling GBP2.5m (2021: GBP2.5m) are held by Herald Investment Trust Plc and The John Booth Charitable Foundation ("JBCF"), all of whom are a related party through shareholding. During the year the interest on the facility is based on monthly SONIA plus a margin of 4%, subject to a floor of RPI. The debt facility is unsecured and is repayable in full on 31 December 2024. There are no financial covenants in force in respect of this debt facility.

Loan notes - unsecured

The unsecured loan notes of GBP1.0m (2021: GBP1.0m) 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%. The loan notes are repayable in full on 31 December 2024. 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

 
                                                   Interest   Interest   Non-cash        31 
                                31 Dec      Cash    charged       paid    changes       Dec 
                                  2021     flows                                       2022 
                               GBP'000   GBP'000    GBP'000    GBP'000    GBP'000   GBP'000 
----------------------------  --------  --------  ---------  ---------  ---------  -------- 
 Borrowings - debt facility      2,450         -        249      (187)          -     2,512 
 Borrowings - loan notes           978         -         78       (78)          -       978 
 Lease liabilities               1,166     (612)         57          -        416     1,027 
----------------------------  --------  --------  ---------  ---------  ---------  -------- 
 Total liabilities from 
  financing activities           4,594     (612)        384      (265)        416     4,517 
----------------------------  --------  --------  ---------  ---------  ---------  -------- 
 
 

20) 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 19, 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 is currently satisfied with the Group's gearing ratio.

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

 
                                     31 Dec    31 Dec 
                                       2022      2021 
                                    GBP'000   GBP'000 
-------------------------------    --------  -------- 
 Borrowings (debt facility and 
  loan notes)                       (3,490)   (3,428) 
 Cash and cash equivalents            3,632     5,608 
---------------------------------  --------  -------- 
 Net Cash                               142     2,180 
 Total equity                         6,959     3,747 
 Net cash to equity ratio               -2%      -58% 
---------------------------------  --------  -------- 
 

The Group's gearing ratio has changed due to a reduced cash balance resulting from operational cash outflows and an increase in equity due to an equity fundraise in the year.

Financial instruments by category

 
                                                              31 Dec    31 Dec 
                                                                2022      2021 
                                                             GBP'000   GBP'000 
--------------------------------------------------  ------  --------  -------- 
 Categories of financial assets and liabilities 
 Financial assets - measured at amortised 
  cost 
 Trade and other receivables                                  10,083     3,566 
 Cash and cash equivalents                                     3,632     5,608 
 Financial liabilities - other financial 
  liabilities at amortised cost 
 Trade and other payables                                    (6,046)   (4,383) 
 Borrowings                                                  (3,490)   (3,428) 
 Lease liabilities                                           (1,027)   (1,166) 
 
 Financial liabilities - other financial 
  liabilities at fair value 
 Contingent consideration payable                            (3,139)         - 
 
 
 

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.

The contingent consideration payable is measured at fair value, using level 3 inputs in the calculation of fair value. The contingent consideration is made up of two parts. The larger portion of the consideration is fair valued using a Monte Carlo simulation where the EBIT of each of the three years is an independent, normally distributed random variable. An EBIT of GBP1.2m has been used for year one with a 5% increase in each of years 2 and 3. Values have been calculated for all three years and in total and the average represents the fair value. As this is based on estimated EBIT the actual amount may be different. The smaller part of the contingent consideration relates to a performance bond that is owed to The Edge. All contingent consideration has been discounted using a discount rate of 9.2%.

A GBP100k increase in EBIT in each of the three years could increase the contingent consideration payable by GBP113k, and a GBP100k decrease in EBIT in each of the three years could decrease the contingent consideration payable by GBP126k.

21) DEFERRED TAX

Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2021:19%) for UK differences. The movements in deferred tax assets and liabilities during the year are shown below.

 
                                      Deferred         Deferred 
                                     Tax Asset    Tax Liability   Net Position 
                                       GBP'000          GBP'000        GBP'000 
 Recognised on intangible assets             -            (190)          (190) 
---------------------------------  -----------  ---------------  ------------- 
 At 31 December 2021                         -            (190)          (190) 
---------------------------------  -----------  ---------------  ------------- 
 Recognised on intangible assets             -            (801)          (801) 
 Recognised on current period 
  amortisation                             164                -            164 
 Recognised on tax losses                  827                -            827 
 At 31 December 2022                       991            (991)              - 
---------------------------------  -----------  ---------------  ------------- 
 

Deferred tax assets estimated at GBP4.2 million (2021: GBP4.8 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.

22) PROVISIONS

 
                31 Dec    31 Dec 
                  2022      2021 
               GBP'000   GBP'000 
------------  --------  -------- 
 Provisions        242       250 
------------  --------  -------- 
 

Movement in provisions

 
                                            GBP'000 
 At 31 December 2021                            250 
-----------------------------------------  -------- 
 Net decrease in provision in the year          (8) 
 At 31 December 2022                            242 
-----------------------------------------  -------- 
 
 

Provisions comprise dilapidation provisions relating to properties. The associated forecast cash outflows are GBP0.1m in 2023 and GBP0.1m in 2025. The movement in the provision in the year comprises a GBP0.05m cash outflow and an additional GBP0.04m provision in relation to The Edge.

23) BUSINESS COMBINATIONS

The Edge Picture Co Limited

In August 2022, the Company acquired the entire issued share capital of The Edge Picture Co Limited ("The Edge").

The consideration comprised initial consideration of GBP1.24m in cash and GBP0.54 million paid in shares and deferred consideration of up to a further GBP3.875m. The deferred consideration will be satisfied by (i) cash and (ii) a combination of cash, the issue of shares and/or the issue of loan notes in Zinc (in each case at Zinc's sole discretion) contingent on the trading performance of The Edge over each of the 12 month periods ending 30 June 2023, 30 June 2024 and 30 June 2025. An additional amount of deferred consideration up to an approximate amount of GBP0.8m may become payable in cash following The Edge receiving the same amount under an existing financial arrangement and is not considered an additional cost to Zinc.

The acquisition was funded by the share placing of 5,037,059 new ordinary shares at GBP1 per share with certain of the Company's shareholders and new investors. The placing raised gross proceeds for the Company of GBP5.037m. Issue costs of GBP0.27m which were directly attributable to the issue of the shares have been netted against the deemed proceeds.

The Edge's full year trading performance resulted in GBP13m of revenue and GBP1.3m of profit before tax, of which GBP5.8m of revenue and GBP0.7m of profit before tax has been included in the Group's consolidated results.

The fair value of the assets acquired and liabilities assumed were as follows:

 
                                         Fair Value 
                                            GBP'000 
--------------------------------------  ----------- 
 Property, plant and equipment                  193 
 Right of use assets                            433 
 Trade and other receivables                  4,000 
 Work in progress                                38 
 Cash and cash equivalents                      913 
 Trade and other payables                   (3,743) 
 Lease liabilities                            (371) 
 Current tax liabilities                      (145) 
 Deferred tax                                  (43) 
 Net assets acquired                          1,275 
--------------------------------------  ----------- 
 Brand capitalised                            1,464 
 Order book capitalised                         119 
 Customer relations capitalised               1,450 
 Deferred tax liability on intangible 
  assets                                      (758) 
 Goodwill capitalised                         1,503 
 Consideration                                5,053 
--------------------------------------  ----------- 
 Satisfied by: 
 Issue of shares                                540 
 Cash                                         1,237 
 Deferred contingent consideration            3,276 
                                              5,053 
--------------------------------------  ----------- 
 

The acquisition of The Edge forms part of the Group's growth strategy. The acquisition resulted in a goodwill value of GBP1.5m of which GBPnil is tax deductible.

24) SHARE CAPITAL AND RESERVES

 
                                             31 Dec 22    31 Dec 21 
 Ordinary shares with a nominal value of:    0.125p       0.125p 
 Authorised: 
 Number                                      Unlimited    Unlimited 
 
 Issued and fully paid: 
 Number                                      21,806,834   16,200,919 
 Nominal value (GBP'000)                     27           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 2022                          31 Dec 2021 
                   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            16,200,919           20        4,785         27   15,963,039           20         4,654         27 
 Share placing 
  and 
  subscription 
  for cash         5,037,059            6        5,031          -            -            -             -          - 
 Expenses of 
 issue of 
 shares                    -            -        (270)          -            -            -             -          - 
 Consideration 
  paid in 
  shares             540,000            1            -        539            -            -             -          - 
 Shares issued 
  in lieu of 
  fees                28,856            -            -          -      237,880          0.3           131          - 
 At end of year   21,806,834           27        9,546        566   16,200,919           20         4,785         27 
---------------  -----------  -----------  -----------  ---------  -----------  -----------  ------------  --------- 
 
 

Share Placing

In August 2022 the company raised GBP5.04m (before expenses) through a placing of 5,037,059 new ordinary shares at GBP1 per share.

Consideration paid in shares

On the 23rd of August 2022, the company issued 540,000 new ordinary shares as part of the consideration for the acquisition of The Edge.

Shares issued in lieu of fees

On the 11 June 2022 the Group issued 28,856 new ordinary shares at a price of GBP1.04 per share to a Director in lieu of payment of director fees.

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 attract 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'; and

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

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 2022 including accrued interest is GBP3.5m (2021: GBP3.4m). Interest accrued on the debt amounted to GBP0.1m (2021: GBP0.0m).

26) POST BALANCE SHEET EVENTS

There are no post balance sheet events to disclose.

27) GUARANTEE IN RELATION TO SUBSIDIARY AUDIT EXEMPTION

On 19 April 2023, 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 (02800925)

Zinc Communicate CSR Limited (06271341)

Films of Record Limited (01446899)

Reef Television Limited (03500852)

Zinc Television Regions Limited (02888301)

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 is defined as EBITDA before Adjusting Items (see Note 8) comprising share based payment charges, loss on disposal of fixed assets, reorganisation and restructuring costs, acquisition costs and contingent consideration treated as remuneration

2 Pro-forma revenues demonstrate performance had The Edge been owned by the Group for the whole of FY22

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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END

FR UVRRROUUSUUR

(END) Dow Jones Newswires

April 26, 2023 02:00 ET (06:00 GMT)

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