Final Results

DCD Media Plc

("DCD Media" or the "Company")

Audited results for the year ended 31 December 2016

DCD Media and its subsidiaries, the independent TV distribution and production group (the "Group"), today report results for the year ended 31 December 2016.

Financial Summary

Continuing operations:

Discontinued operations:

Group results:

Please refer to the table within the Performance section below for an explanation of the profit adjustments.

Business highlights

· Continued focus on our rights business yields positive adjusted EBITDA of £0.8m and provides a platform for further growth.

· Continued focus and execution of strategy to expand DCD Media into one of the UK's leading independent pure-play TV rights and distribution businesses.

· Relocation of DCD Media to new premises close to the heart of London's media centre.

· DCD Rights distributed drama Rake scoops awards for best drama series in both the Screen Producer Awards and the AWGIEs. Several other distributed dramas earn nominations.

· DCD Rights benefitted from the launch of a number of programmes at MIPTV such as Real Detective, signing deals with Sony True Crime, Nine Networks Australia, Universal, and Sky Italy.

· DCD Rights delivered the second series and secured the co-production of the third series of Penn & Teller: Fool Us in Vegas. The series is a co-production between 1/17 Productions and September Films for the CW Network in the USA.

· DCD Rights secures additional funding for content acquisition and expands its acquisition team.

· Rize USA's hugely popular talent show for teenagers Got What it Takes? aired on CBBC. The second series, a co-production with Disney, began filming in the summer and was delivered post year end.

· Sequence Post successfully completed the 4K post-production of 'The Rolling Stones: Havana Moon' released on 23 September 2016.

Overview 

We are very pleased to announce that the comprehensive package of measures designed to place DCD Media on a strong footing to deliver on its strategic ambitions will ensure that the business can deliver value to our shareholders in the medium to long-term.

Over the last five years, under the Timeweave stewardship, the DCD Media Board has taken action to restructure the business model, implement extensive cost-saving measures and importantly, to refocus the business for the improving sales and distribution environment, including rationalising the production divisions ensuring that output from productions has remained very strong through outsourced co-production arrangements.

Simultaneously, DCD Media has been working on a range of other programme funding options, which underpin the continued improvements and growth we announced today. We are in discussions with a variety of alternative finance providers as well as EIS funds and remain grateful to our lenders Timeweave and EIS fund, Back Catalogue Distribution Ltd for their continued support.

The Board remains confident in the long-term potential of the DCD Media business, and is of the view that the completed restructuring and consequent business growth will enhance value for all stakeholders.

During the year, the rights division saw its fourth consecutive year of turnover growth and the Board expects this to continue to drive the financial performance of the Group in the current financial year. The business was profitable and delivered an increase in turnover of approximately 12% over the previous year alongside a 23% increase in gross profit overall. This result was particularly pleasing given the obvious distractions of a relocation and restructuring of the production businesses. The Board recognises the strength and depth of talent now assembled in the DCD Media rights business which again places the organisation on sound foundations going forward.

As the marketplace evolves and the consumption model for consumers shifts heavily towards on-demand content provision, DCD Media has capitalised with significant block sales deals with major international cable and SVOD platforms which are expected to continue throughout 2017.

As a consequence of the rise in investment in programming, we also saw an expansion of our catalogue across all genres, although many of the new series are due to be delivered toward the end of the year, resulting in a push of benefits into 2017.

In spite of the strategic shift to the rights and distribution model, the Board delivered on two notable recommissions for production franchises in the year. DCD Rights secured a new series of the 1/17 Productions and September Films co-production of hit network show Penn & Teller: Fool Us in Vegas for the CW Network in the USA. In addition, the UK market, Rize USA won a new commission to produce a ten part series of the hugely popular talent show for teenagers Got What it Takes? for CBBC.

David Craven, Executive Chairman and Chief Executive Officer, commented: "We are delighted that the hard work and commitment to the task over the last four years is yielding results. The DCD Media team have prevailed against the tough commercial challenges which face small independent TV distributors. DCD Media is now well-placed to benefit from a scaled operation and we fully expect the business to thrive in the marketplace. The team continues to build its strong catalogue with creative and commercial guidance from a highly experienced team to consistently provide the market with entertaining TV product.

"The DCD Media business reports an adjusted EBITDA profit of £0.8m compared to £0.2m in 2015. While this is a modest increase, it reflects a steady performance underpinning the consolidation work undertaken in the last few years. The strategy was to deliver consistent, higher quality earnings, and we are now delivering year on year growth with a commercial platform for a sustainable rights and distribution business. This is largely brought about through a strong and experienced management team, more sources of programme funding and a strong creditable reputation in the marketplace.

"The Board remains optimistic for the future and while we see expansion from the rights division, the immediate goal is delivery against targets in the new financial year which looks very promising. We believe we have now created a thriving rights business capable of sustained growth in the coming years.''

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

For further information please contact:

Executive Chairman's review

The distribution and licencing business continued on its growth path with strong top-line growth and a credible underlying EBITDA performance in the financial year to 31 December 2016.

Last year was a transitional year and perhaps a seminal point in the Company's history which witnessed a shift into pure-play rights and distribution of content, away from an unsustainable vertical model which was prefaced with an underperforming and time-intensive production division, resulting in a redundancy programme being completed.

The vision for the business under the aegis of Timeweave has been the creation of a large independent rights business meeting the growing demands of TV consumers to watch compelling content when and where they choose. In this respect the Board is pleased to report a 12% growth in rights and licensing turnover from the previous year with significant further expansion expected in the next financial year.

Underpinning this financial performance, DCD Rights improved on its position as one of the world's top independent TV rights distributors in 2016. The DCD Rights drama catalogue was a strong performer and its appeal to international distributors augurs well for the future growth plans. Legal drama series Rake (season 4) scooped two prestigious industry awards together with nominations for other drama series represented by DCD Rights, Deep Water, Janet King: The Invisible Wound, Jack Irish: Blind Faith, and The Code 2.

At MIPTV 2016, the business launched its 4th star-studded season of Off Camera with Sam Jones, and MIPTV also saw the launch of the second season of Sarah Graham Food Safari, with food blogger Sarah Graham exploring new corners of Africa's culinary scene.

DCD Rights partnered with Scottish production company Tern TV to present four new factual series at the October TV Market in Cannes with programmes including Shoreline Detectives, Beechgrove Garden, Can I Catch It? and Art Detectives.

The music catalogue also had a good year, with more than 50 hours of music programming sold globally. These included Berlin Live, a new documentary on David Gilmour - Wider Horizons, Imagine: John Lennon 75th Birthday Concert and a seven part series The Great Songwriters that featured exclusive performances and compelling interviews with Barry Gibb, Carly Simon, Norah Jones, Chuck D, Ryan Adams, Jimmy Webb and Bill Withers.

We were also delighted in the year to welcome to the acquisitions team, Philippa Chuter, previously a senior executive at Passion Media, joining the company as a Senior Acquisitions Executive.

The Board believes that we are well-placed for the rights division to deliver strong growth in 2017 and beyond.

D Craven

Executive Chairman and Chief Executive Officer

31st May 2017

Group strategic report

Strategic outlook

The historic model for success in media and entertainment with multiple revenue streams and distinct exploitation windows is no longer viable in today's media world.

To thrive in today's environment, DCD Media recognised some years ago that it needed to drive both innovation and efficiency, embracing new approaches to content development, and more efficient and cost-effective distribution. In short, the DCD Rights business has adapted its strategy, capabilities, and operating model to address several key trends, namely, technology shifts which are affecting the value of content and distribution. This takes into account that the consequent costs for content delivery are lower than ever and that online video, social media and mobile media are expanding rapidly.

In order to harness these new opportunities in the changing market, DCD Media has implemented new strategies to embrace the on-demand media culture in particular.

DCD Media will continue to prime the global media and entertainment industry growth through the traditional mature markets across existing and new technical platforms, but also by tapping into the emerging markets of Latin America, Asia, Russia and the Middle East.

In short, the strategy to scale up on a business that is working well has been a successful approach and now by embracing the new trends in the media and entertainment industry, the outlook is very positive for DCD Media.

We look forward to future growth in 2017.

Review of divisions for the year to 31 December 2016

Rights and Licensing

DCD Rights

The business remained profitable and delivered an increase in turnover of approximately 12% over the previous year alongside a 23% increase in gross profit overall.

During the year DCD Rights relocated to a more central location in London's Edgware Road, and focused on building and consolidating the management teams in order to accommodate an increase in acquisitions funding, this was confirmed during the year as part of a new relationship with an EIS fund for television programming rights. The business remained profitable and delivered an increase in turnover of approximately 12% over the previous year having benefited from some large sales to major international cable and SVOD platforms which are expected to continue throughout 2017. As a result of the rise in company investment, we also saw an expansion of our catalogue across all genres, although many of the new series delivered toward the end of the year which will push benefits into 2017.

The DCD Rights Drama catalogue continued to generate strong results throughout the year. Satirical Legal drama series Rake (season 4) won two awards at the prestigious AACTA Awards in Australia, including "Best Direction in a TV Drama or Comedy". This was alongside nominations for other drama series represented by DCD Rights, Deep Water, Janet King: The Invisible Wound, Jack Irish: Blind Faith, and The Code 2. In terms of the sales of our drama catalogue, significant deals include that with BBC 4 who acquired the UK broadcast rights for Deep Water, and on the other side of the Atlantic, Acorn TV who acquired all rights for The Code in the USA. Senior school drama The Principal and office comedy Dreamland (Utopia) also received awards at the 6th Annual Equity Awards for "Best Ensemble Performance in a Drama Series" and "Best Ensemble Performance in a Comedy Series" respectively and secured strong international sales.

At MIPTV 2016, DCD Rights launched its 4th star-studded season of Off Camera with Sam Jones, introducing exclusive interviews with a new range of celebrities. MIPTV also saw the launch of the second season of Sarah Graham Food Safari, an Okhule Media production that sees food blogger Sarah Graham explore new corners of Africa's culinary scene.

DCD Rights partnered with production company Tern TV to present 4 new factual series at the October TV Market in Cannes, MIPCOM 2016. Programs included Shoreline Detectives, Beechgrove Garden, Can I Catch It? and Art Detectives. Also launching at MIPCOM was Irish legal drama Striking Out prior to its debut launch on RTE in January.

The music catalogue continued to expand with the acquisition of over 50 hours of music programming to be sold across the globe. These included Berlin Live, a 44 x 60' series produced by BMG Rights Management GMBH for Arte, a new documentary on David Gilmour - Wider Horizons, Imagine: John Lennon 75th Birthday Concert and a 7 part series The Great Songwriters that featured exclusive performances and compelling interviews with Barry Gibb, Carly Simon, Norah Jones, Chuck D, Ryan Adams, Jimmy Webb and Bill Withers.

This year, DCD Media expanded its acquisitions team, hiring Philippa Chuter, previously an acquisitions executive at Passion Media, to join the company as a Senior Acquisitions Executive as part of the ongoing consolidation and expansion of the business.

Productions

The DCD Media productions division comprised the following brands:

The output of each organisation is overseen by DCD Media and complimented by the Group's Rights and Licensing division.

September Films

September Films co-produced with the second US based 1/17 Productions the 13x60' series, Penn & Teller: Fool Us in Vegas, fronted this time by Alyson Hannigan, which aired in primetime on The CW in the US.

September Films will continue to be involved in the production of future series of Penn & Teller: Fool Us in Vegas. The company continues to review its library of formats and titles.

Rize USA

Productions hit a high note at the start of 2016, with the transmission of episode one of Got What it Takes? airing on CBBC in the first week of January. The 10-episode talent series saw children competing for the chance to perform at Radio 1's Big Weekend in May. The show was received extremely well, has regularly made the top 25 on BBC's iPlayer chart, and has continued to attract attention both in the press and on social media.

Rize USA will continue to be involved in the production of future series of Got What it Takes?.

Post - Production

Sequence Post

Over the last year, Sequence has continued to forge new relationships with local commercial producers resulting in finishing post-production for the likes of Cadbury's, Budweiser, Martini, Dermalogica, Barry M, Shu Uemura, Chanel and Farfetched along with many more. The work undertaken for such recognisable brands is invaluable to the business allowing it showcase its expertise and professional output.

During the year Sequence completed two features for The Rolling Stones, namely Havana Moon and Ole, Ole, Ole: A Trip Across Latin America. Both films were showcased at numerous film festivals garnering lots of positive reviews. These films were a huge investment and achievement for the team, spanning a total of eight months from start to finish.

At present, the team are completing delivery on a 360º virtual reality workflow involving a collaboration between the band Royal Blood and Samsung. With a fast turn-around and new technology to explore, it has been a real learning curve and should serve to provide great publicity once delivered.

Performance

At a turnover level, the Group delivered £8.6m in revenue all from continuing operations compared with £11.1m in 2015. The reduction as mentioned is a result of streamlining the business into a predominantly rights and distribution business and consciously moving away from new productions.

The Group made an operating result for the year of £0.0m (2015: loss of £2.2m), which is stated after impairment and amortisation of intangible assets, including goodwill and trade names.

Adjusted EBITDA and Adjusted PBT are the key performance measures that are used by the Board, as they more fairly reflect the underlying business performance by excluding the significant non-cash impacts of goodwill, trade name and programme rights amortisation and impairments.

The headline Adjusted EBITDA in the year ended 31 December 2016 was £0.8m (2015: £0.2m), inclusive of £0.5m of foreign exchange gains (2015: £0.0m).

Adjusted profit before tax for the Group was £0.8m in 2016 against an adjusted loss of £0.1m for the year to 31 December 2015.

The following table represents the reconciliation between the operating loss per the consolidated income statement and adjusted Profit Before Tax (PBT) and adjusted Earnings Before Interest Tax Depreciation and Amortisation (EBITDA):

Intangible assets

The Group's consolidated income statement and consolidated statement of financial position has again this year been impacted by the amortisation and impairment of intangible assets, see note 11 to the consolidated financial statements.

The Group has seen amortisation and impairment of goodwill and trade names for the year of £0.4m (2015: £2.2m) and a net amortisation and impairment of programme rights of £0.3m (2015: £0.8m).

The accounting implications, in terms of the effect of reporting impaired intangible assets under International Financial Standards, are explained below.

Goodwill

The Directors have assessed the carrying value of goodwill attributable to September Films and have booked no impairment in 2016. (2015: £1.8m). This in light of the back-end catalogue income expected to be received within the business.

Trade names

Trade names are amortised over ten years on a straight line basis and a non-cash expense of £0.4m was expensed in the year relating to trade names. The carrying value of trade names after the amortisation was £0.2m (2015: £0.6m).

Restructuring costs

Restructuring costs of £0.3m (2015: income of £0.1m) have been disclosed in the consolidated statement of comprehensive income and relates to non-recurring costs within the production entities whose activity was wound down in the year.

Earnings per share

Basic profit per share in the year was 1p (year ended 31 December 2015: 254p loss per share) and was calculated on the result after taxation of £0.0m (year ended 31 December 2015: loss £2.3m) divided by the weighted average number of shares in issue during the year being 2,541,419 (2015: 915,470).

Balance sheet

The Group's net cash balances have increased to £2.2m at 31 December 2016 from £1.2m at 31 December 2015. A substantial part of the Group cash balances represent working capital commitment in relation to its rights business and is not considered free cash. The increase in the year is largely due to temporary movements in receivables and payables in working capital.

During the year, the Group accrued £0.2m of recharges for director, management and financial services from Timeweave Ltd, its major shareholder that remain unpaid.

At the year end, the Group had an available gross overdraft facility of £0.5m and a net facility of £0.25m.

Shareholders' equity

Retained earnings as at 31 December 2016 were £(61.0m) (2015: £(60.8m)) and total shareholders' equity at that date was £2.5m (2015: £2.5m).

Current trading

2017 has begun well for the Group's rights and distribution arm with encouraging turnover and availability of programme acquisition funding.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out above. The financial position of the Group, its cash position and borrowings are set out in the Performance section of the statement. In addition, note 18 to the consolidated financial statements sets out the Group's objectives, policies and processes for managing its financial instruments and risk.

The Group's day-to-day operations are funded from cash generated from trading and the use of an overdraft facility with other activities funded from a combination of equity and short and medium term debt instruments. The overdraft facility remained at £0.25m throughout the year and has recently been extended to April 2018. The facility will reduce by £0.025m each quarter down to a revised limit of £0.15m by January 2018. The overdraft will be reviewed further by the Group's principal bankers, Coutts & Co ("Coutts"), on 30 April 2018 but the Directors have a reasonable expectation that an overdraft facility will continue to be available to the Group for a period in excess of 12 months from the date of approval of these financial statements.

In considering the going concern basis of preparation of the Group's financial statements, the Board has prepared profit and cash flow projections which incorporate reasonably foreseeable impacts of the ongoing challenging trading environment. These projections reflect the management of the day to day cash flows of the Group which includes assumptions on the profile of payment of certain existing liabilities of the Group. They show that the day to day operations will continue to be cash generative. The forecasts show that the Group will continue to utilise its overdraft facility provided by its principal bankers for the foreseeable future.

In addition, the Group is in discussion with Timeweave Ltd, its major shareholder, to formalise the debt that has built-up on management charges which have not been cash-settled.

The Directors' forecasts and projections, which make allowance for potential changes in its trading performance, show that with the ongoing support of its shareholders, lenders and its bank; the Group can continue to generate cash to meet its obligations as they fall due.

The Directors have regular discussions with the Group's main shareholders and its principal bankers and have a reasonable expectation that the Company and the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

Key Performance Indicators (KPIs)

Principal risks and uncertainties

General commercial risks

The Group's management aims to minimise risk of over-reliance on individual business segments, members of staff, productions or customers by developing a broad, balanced stable of production and distribution activities and intellectual property. Clear risk assessment and strong financial and operational management is essential to control and manage the Group's existing business, retain key staff and balance current development with future growth plans. As the Group operates in overseas markets, it is also subject to exposures on transactions undertaken in foreign currencies.

Production and distribution revenue

Production revenue will fall as the Group has ceased to pursue productions in development and is due to focus on its two current franchises. Distribution revenue is forecast to rise as this division is the prime focus of the Group going forward.

Funding and liquidity

Costs incurred during production are not always funded by the commissioning broadcaster. The Group policy is to maintain its production cash balances to ensure there is no financial shortfall in the ability to produce a programme. It is inherent in the production process that the short-term cash flows on productions can sometimes be negative initially. This is due to costs incurred before contracted payments have been received, in order to meet delivery and transmission dates. The Group funds these initial outflows, when they occur, in three ways: internally, ensuring that overall exposure is minimised; through a short term advance from a bank or other finance house; or through a short term loan from Timeweave Ltd, its main shareholder, which will be underwritten by the contracted sale. The Group regularly reviews the cost/benefit of such decisions in order to obtain the optimum use from its working capital.

The Group's cash and cash equivalents net of overdraft at the end of the period was £2.2m (2015: £1.2m) including certain production related cash held to maintain the Group policy. The Group debt consists primarily of an overdraft,

some convertible debt and accrued management recharges due to Timeweave. Details of interest payable, funding and risk mitigation are disclosed in notes 7, 16 and 18 to the consolidated financial statements.

Exchange rate risk

Management review expected cash inflows and outflows in source currency and when required, take out forward options to protect against any short term fluctuations.

D Craven

Executive Chairman and Chief Executive Officer

31 May 2017

Group report of the Directors for the year ended 31 December 2016

The Directors present their report together with the audited financial statements for the year ended 31 December 2016.

Principal activities

The main activities of the Group in the year continued to be distribution and rights exploitation and content production. The main activity of the Company continued to be that of a holding company, providing support services to its subsidiaries.

Business review

A detailed review of the Group's business including key performance indicators and likely future developments is contained in the Executive Chairman's Review and Group Strategic Report, which should be read in conjunction with this report.

Results

The Group's loss before taxation for the year ended 31 December 2016 was £0.1m (2015: £2.4m). The result for the year post-taxation was £0.0m (2015: loss of £2.2m) and has been carried forward in reserves.

The Directors do not propose to recommend the payment of a dividend (2015: £nil).

Directors and their interests

* David Green resigned from the board on 18 August 2016.

Mr Lindley and Mr McMyn are Non-Executive Directors. Biographies of the Company's Directors can be found can be found later in the announcement.

Other than as disclosed in note 22 to the consolidated financial statements, none of the Directors had a material interest in any other contract of any significance with the Company and its subsidiaries during or at the end of the financial year.

Substantial shareholdings

The Company has been notified, as at 30 May 2017, of the following material interests in the voting rights of the Company under the provisions of the Disclosure and Transparency Rules:

\* Timeweave Ltd and Colter Ltd are under common ownership (see note 26 to the consolidated financial statements).

Share capital

Details of share capital are disclosed in note 19 to the consolidated financial statements.

Employment involvement

The Group's policy is to encourage employee involvement at all levels as it believes this is essential for the success of the business. There is significant competition for experienced and skilled creative staff and administrators. The Directors are aware of this and have looked to encourage and develop internal resources and to put in place succession plans. In addition, the Group has adopted an open management style to encourage communication and give employees the opportunity to contribute to future strategy discussions and decisions on business issues.

The Group does not discriminate against anyone on any grounds. Criteria for selection and promotion are based on suitability of an applicant for the job. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes of the applicants concerned. In the event of members of staff becoming disabled, every effort will be made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be at least comparable with that of other employees.

Financial instruments

Details of the use of financial instruments by the Company are contained in note 18 of the consolidated financial statements.

CORPORATE GOVERNANCE

Statement of compliance

The Group has adopted a framework for corporate governance which it believes is suitable for a company of its size with reference to the key points within the UK Corporate Governance Code issued by the Financial Reporting Council ("the Combined Code").

DCD Media Plc's shares are quoted on AIM, a market operated by the London Stock Exchange Plc and as such there is no requirement to publish a detailed Corporate Governance Statement nor comply with all the requirements of the Combined Code. However, the Directors are committed to ensuring appropriate standards of Corporate Governance are maintained by the Group and this statement sets out how the Board has applied the principles of good Corporate Governance in its management of the business in the year ended 31 December 2016.

The Board recognises its collective responsibility for the long-term success of the Group. It assesses business opportunities and seeks to ensure that appropriate controls are in place to assess and manage risk.

During a normal year, there are a number of scheduled Board meetings with other meetings being arranged at shorter notice as necessary. The Board agenda is set by the Chairman in consultation with the other Directors and Company Secretary.

The Board has a formal schedule of matters reserved to it for decision which is reviewed on an annual basis.

Under the provisions of the Company's Articles of Association all Directors are required to offer themselves for re-election at least once every three years. In addition, under the Articles, any Director appointed during the year will stand for election at the next annual general meeting, ensuring that each Board member faces re-election at regular intervals.

The Directors are entitled to take independent professional advice at the expense of the Company and all have access to the advice and services of the Company Secretary.

Board committees

The Board has established an Audit, Nomination and Remuneration Committee. All are formally constituted with written terms of reference. The terms of reference are available on request from the Company Secretary.

Relations with shareholders

The Company communicates with its shareholders through the Annual and Interim Reports and maintains an on-going dialogue with its principal institutional investors from time to time. The Board welcomes all shareholders at the annual general meeting where they are able to put questions to the Board. This assists in ensuring that the members of the Board, in particular the Non-Executive Directors, develop a balanced understanding of the views of major investors of the Company.

The Group uses the website www.dcdmedia.co.uk to communicate with its shareholders.

Internal control

The Board has overall responsibility for ensuring that the Group maintains a sound system of internal control to provide it with reasonable assurance that all information used within the business and for external publication is adequate, including financial, operational and compliance control and risk management.

It should be recognised that any system of control can provide only reasonable and not absolute assurance against material misstatement or loss, as it is designed to manage rather than eliminate those risks that may affect the Group achieving its business objectives.

Going concern

For the reasons set out in the Executive Chairman's Review, the Directors consider it is appropriate to continue to adopt the going concern basis in preparing the annual report and financial statements.

Statement of Directors' responsibilities

The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, and the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.

In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether IFRSs as adopted by the European Union and applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the Group and parent company financial statements respectively; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Supplier payment policy

The Company and Group's policy is to agree terms of payment with suppliers when agreeing the overall terms of each transaction, to ensure that suppliers are aware of the terms of payment and that Group companies abide by the terms of the payment.

Share Capital

Details of the Company's share capital and changes to the share capital are shown in note 19 to the consolidated financial statements.

Resolutions at the Annual General Meeting

The Company's AGM will be held on Thursday 29 June 2017. Accompanying this Report is the Notice of AGM which sets out the resolutions to be considered and approved at the meeting together with some explanatory notes. The resolutions cover such routine matters as the renewal of authority to allot shares, to dis-apply pre-emption rights and to purchase own shares.

Website publication

The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website (www.dcdmedia.co.uk) in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the on-going integrity of the financial statements contained therein.

Charitable and political donations

Group donations to charities worldwide were £nil (2015: £nil). No donations were made to any political party in either year.

Auditors

A resolution to re-appoint SRLV as the Company's auditors will be put forward at the AGM to be held on 29 June 2017.

Disclosure of information to the Auditors

In the case of each of the persons who are Directors at the time when the annual report is approved, the following applies:

· so far as that Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

· that Director has taken all the steps that they ought to have taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Directors' Report approved by the Board on 31 May 2017 and signed on its behalf by:

D Craven

Executive Chairman and Chief Executive Officer

31 May 2017

Board of Directors

David Craven (Executive Chairman & CEO)

David Craven was appointed CEO of DCD Media in October 2012 and Executive Chairman in January 2014. He is also CEO and a Director of Timeweave Ltd, which he joined in April 2011. David brings significant sector-specific and broad commercial experience to the Group, having held senior roles with News Corporation, UPC Media and Trinity Newspapers. He was also joint MD of the Tote for six years and was closely involved in its privatisation, and has held senior executive roles at UK Betting Plc and Wembley Plc. David was also a co-founder of broadband and interactive TV media group, UPC Chello, and is a co-founder of the Gaming Media Group.

Nicky Davies Williams (Executive Director)

Nicky Davies Williams was appointed CEO of DCD Rights, DCD Media's distribution and licencing division, in December 2005 when she sold NBD TV, a company she founded and ran successfully for over 22 years, to the Group. An English Literature graduate from Leeds University, she began her career in the music business, moving into film and television distribution at Island Pictures, where she rose to the post of Sales Director, prior to founding her own company in 1983. She has managed DCD Rights' growth into one of the world's leading independent distributors. Her experience includes

non-executive directorships on the Board of The Channel Television Group from 1991-1998, and as a founding

non-executive of the Women in Film and Television in the UK.

Neil McMyn (Non-Executive Director)

Neil McMyn is a chartered accountant and Chief Financial Officer of Tavistock Europe, an international private investment organisation. Previously Neil spent nine years with Arthur Andersen Corporate Finance in Edinburgh and six years in advisory and funds management roles at Westpac Institutional Bank in Sydney. Neil was also appointed as Finance Director of Ultimate Finance Group in July 2015. He became a Non-Executive Director of DCD Media in September 2012.

Andrew Lindley (Non-Executive Director)

Andrew Lindley joined the Board of DCD Media in September 2012. He is a practicing solicitor and holds another non-executive role with Turf TV as well as being a consultant with Axiom LLP. Andrew was a Director of the Tote for the six years up to its sale in 2011 and before that spent five years at Northern Foods plc, where he focused on M&A and complex contracts.

Consolidated income statement for the year ended 31 December 2016

Consolidated statement of comprehensive income for the year ended 31 December 2016

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Consolidated statement of financial position as at 31 December 2016

Company number 03393610

The financial statements were approved and authorised for issue by the Board of Directors on 31 May 2017.

DCM Craven

Director

Consolidated statement of changes in equity for the year ended 31 December 2016

Notes to the consolidated financial statements for the year ended 31 December 2016

During the year, the principal activity of DCD Media Plc and subsidiaries (the Group) was the worldwide distribution of programmes for television and other media; the Group also distributes programmes on behalf of other independent producers. On 27 May 2016, the Group announced the cessation of development in its TV production divisions and the continued focus is primarily on the distribution division where the business has significant expertise and knowledge.

DCD Media Plc is the Group's ultimate parent company, and it is incorporated and registered in England and Wales. The address of DCD Media Plc's registered office is 9th Floor, Winchester House, 259 - 269 Old Marylebone Road, London, NW1 5RA, and its principal place of business is London. DCD Media Plc's shares are listed on the Alternative Investment Market of the London Stock Exchange.

DCD Media Plc's consolidated financial statements are presented in Pounds Sterling (£), which is also the functional currency of the parent company. The accounts have been drawn up to the date of 31 December 2016.

1 Principal accounting policies

The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. The Group financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB) as adopted by European Union ("Adopted IFRSs"), and with those parts of the Companies Act 2006 applicable to companies preparing their financial statements under Adopted IFRSs.

Basis of preparation - going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Executive Chairman's Review and the Strategic Report. The financial position of the Group, its cash position and borrowings are set out in the financial review section of the Strategic Report. In addition, note 18 to the consolidated financial statements sets out the Group's objectives, policies and processes for managing its financial instruments and risk.

The Group's day-to-day operations are funded from cash generated from trading and the use of a net overdraft facility of £0.25m (£0.5m gross), with other activities funded from a combination of equity and short and medium term debt instruments.

The Group's overdraft facility has been extended by its principal bankers until 30 April 2018. The overdraft facility will reduce in even instalments quarterly down to £0.15m as at January 2018. The Directors have a reasonable expectation that an overdraft facility will continue to be available to the Group for the foreseeable future and beyond the current extension period.

In considering the going concern basis of preparation of the Group's financial statements, the Board have prepared profit and cash flow projections which incorporate reasonably foreseeable impacts of the ongoing challenging market environment.

The Directors' forecasts and projections, which make allowance for reasonably possible changes in its trading performance, show that, with the ongoing support of its lenders and its bank, the Group can continue to generate cash to meet its obligations as they fall due.

The Directors, after making enquiries, have a reasonable expectation that the Company and the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

The financial statements do not include the adjustments that would result if the Group or Company were unable to continue as a going concern.

Changes in accounting policies

A number of amendments to standards issued by IASB become effective from 1 January 2016. These have been reviewed and no adjustments deemed necessary. Those becoming effective from 1 January 2017 have not been adopted early by the Group. Management have reviewed these standards and believe none are expected to have a material effect on the Group's future financial statements.

Application of new and revised International Financial Reporting Standards (IFRSs)

New and revised IFRSs in issue but not yet effective

The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:

No early adoption has been taken up where permitted on any of the above revisions, amendments and original issue IFRSs.

Revenue and attributable profit

Production revenue represents amounts receivable from producing programme/production content, and is recognised over the period of the production in accordance with the milestones within the underlying signed contract. Profit attributable to the period is calculated by capitalising all appropriate costs up to the stage of production completion, and amortising production costs in the proportion that the revenue recognised in the year bears to estimated total revenue from the programme. The carrying value of programme costs in the statement of financial position is subject to an annual impairment review.

Where productions are in progress at the year end and where billing is in advance of the completed work per the contract, the excess is classified as deferred income and is shown within trade and other payables.

Distribution revenue arises from the licensing of programme rights which have been obtained under distribution agreements with either external parties or Group companies. Distribution revenue is recognised in the statement of comprehensive income on signature of the licence agreement, and represents amounts receivable from such contracts.

All revenue excludes value added tax.

Basis of consolidation

The Group financial statements consolidate those of the Company and of its subsidiary undertakings drawn up to 31 December 2016. Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights.

Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Non-controlling interests

For business combinations completed prior to 1 July 2009, the Group initially recognised any non-controlling interest in the acquiree at the non-controlling interest's proportionate share of the acquiree's net assets. For business combinations completed on or after 1 July 2009 the Group has the choice, on a transaction by transaction basis, to initially recognise any non-controlling interest in the acquiree which is a present ownership interest and entitles its holders to a proportionate share of the entity's net assets in the event of liquidation at either acquisition date fair value or, at the present ownership instruments' proportionate share in the recognised amounts of the acquiree's identifiable net assets. Other components of non-controlling interest such as outstanding share options are generally measured at fair value. The Group has not elected to take the option to use fair value in acquisitions completed to date.

From 1 July 2009, the total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests. Before this date, unfunded losses in such subsidiaries were attributed entirely to the Group. In accordance with the transitional requirements of IAS 27 (2008), the carrying value of non-controlling interests at the effective date of the amendment has not been restated.

Goodwill

Goodwill represents the excess of the cost of a business combination over, in the case of business combinations completed prior to 1 January 2010, the Group's interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired and, in the case of business combinations completed on or after 1 July 2009, the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired. For business combinations completed prior to 1 July 2009, cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus any direct costs of acquisition. Changes in the estimated value of contingent consideration arising on business combinations completed by this date are treated as an adjustment to cost and, in consequence, result in a change in the carrying value of goodwill.

For business combinations completed on or after 1 July 2009, cost comprised the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, re-measured subsequently through profit or loss. For business combinations completed on or after 1 January 2010, direct costs of acquisition are recognised immediately as an expense.

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date.

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 by equal annual instalments over their expected useful lives. The rates generally applicable are:

Motor vehicles 25% on cost

Office and technical equipment 25%-33% on cost

The assets' residual values and useful lives are reviewed at each statement of financial position date and adjusted if appropriate.

Other intangible assets

Trade names

Trade names acquired through business combinations are stated at their fair value at the date of acquisition. They are amortised through the statement of comprehensive income, following a periodic impairment review, on a straight line basis over their useful economic lives, such periods not to exceed 10 years.

Programme rights

Internally developed programme rights are stated at the lower of cost, less accumulated amortisation, or recoverable amount. Cost comprises the cost of all productions and all other directly attributable costs incurred up to completion of the programme and all programme development costs. Where programme development is not expected to proceed, the related costs are written off to the statement of comprehensive income. Amortisation of programme costs is charged in the ratio that actual revenue recognised in the current year bears to estimated ultimate revenue. At each statement of financial position date, the Directors review the carrying value of programme rights and consider whether a provision is required to reduce the carrying value of the investment in programmes to the recoverable amount. The expected life of these assets is not expected to exceed 7 years.

Purchased programme rights are stated at the lower of cost, less accumulated amortisation, or recoverable amount. Purchased programme rights are amortised over a period in-line with expected useful life, not exceeding 7 years.

Amortisation and any charge in respect of writing down to recoverable amount during the year are included in the statement of comprehensive income within cost of sales.

Leased assets

Property, plant and equipment acquired under finance leases or hire purchase contracts are capitalised and depreciated in the same manner as other property, plant and equipment, and the interest element of the lease is charged to the statement of comprehensive income over the period of the finance lease. Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability by using an effective interest rate. The related obligations, net of future finance charges, are included in liabilities.

Rentals payable under operating leases are charged to the statement of comprehensive income on a straight line basis over the period of the lease.

Inventories

Inventories comprise pre-production costs incurred in respect of programmes deemed probable to be commissioned, and finished stock of DVDs available for resale. Where it is virtually certain production will occur, pre-production costs are capitalised in inventories and transferred to intangibles on commencement of production. Finished stock of DVDs available for re-sale is also included within inventories. Inventories are valued at the lower of cost or recoverable amount.

Programme distribution advances

Advances paid in order to secure distribution rights on third party catalogues or programmes are included within current assets. Distribution rights entitle the Company to license the programmes to broadcasters and DVD labels for a sales commission, whilst the underlying rights continue to be held by the programme owner. The advances are stated at the lower of the amounts advanced to the rights' owners less actual amounts due to rights owners based on sales to date.

Impairment of non-current assets

For the purposes of assessing impairment, assets are grouped into separately identifiable cash-generating units. Goodwill is allocated to those cash-generating units that have arisen from business combinations.

At each statement of financial position date, the Group reviews the carrying amounts of its non-current assets, to determine whether there is any indication those assets have suffered an impairment loss. If any such indication exists the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Goodwill is tested for impairment annually. Goodwill impairment charges are not reversed.

An impairment loss is recognised for the amount by which the asset's or cash-generating unit's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value and value in use based on an internal discounted cash flow evaluation.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and demand deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents. Bank overdrafts are shown in current liabilities on the statement of financial position. Overdrafts are included in cash and cash equivalents for the purpose of the cash flow statement.

Assets held for sale

Non-current assets and disposal groups are classified as held for sale when:

· they are available for immediate sale;

· management is committed to a plan to sell;

· it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn;

· an active programme to locate a buyer has been initiated;

· the asset or disposal group is being marketed at a reasonable price in relation to its fair value; and

· a sale is expected to complete within 12 months from the date of classification.

Non-current assets and disposal groups classified as held for sale are measured at the lower of:

· their carrying amount immediately prior to being classified as held for sale in accordance with the Group's accounting policy; and

· fair value less costs to sell.

Following their classification as held for sale, non-current assets (including those in a disposal group) are not depreciated.

Discontinued operations

The results of operations disposed during the year are included in the consolidated statement of comprehensive income up to the date of disposal.

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale, that has been disposed of, has been abandoned or that meets the criteria to be classified as held for sale.

Discontinued operations are presented in the consolidated statement of comprehensive income as a single line which comprises the post-tax profit or loss of the discontinued operation along with the post-tax gain or loss recognised on the re-measurement to fair value less costs to sell or on disposal of the assets or disposal groups constituting discontinued operations.

Equity

Equity comprises the following:

· Share capital represents the nominal value of issued Ordinary shares and Deferred shares;

· Share premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue;

· Equity element of convertible loan represents the part of the loan classified as equity rather than liability;

· Translation reserve represents the exchange rate differences on the translation of subsidiaries from a functional currency to Sterling at the year end;

· Own shares held represents shares in employee benefit trust;

· Retained earnings represents retained profits and losses; and

· Non-controlling interest represents net assets owed to non-controlling interests.

Deferred taxation

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs from its tax base, except for differences arising on:

· the initial recognition of goodwill;

· the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and

· investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

· the same taxable Group company; or

· different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Foreign currency

Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the statement of financial position date. Exchange differences arising on the settlement and retranslation of monetary items are taken to the statement of comprehensive income.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at the exchange rate ruling at the statement of financial position date. Income and expense items are translated at the average exchange rates for the year. Exchange differences arising are classified as equity and transferred to the Group's retained earnings reserve.

Financial instruments

Financial assets and financial liabilities are initially recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument at their fair value and thereafter at amortised cost.

Trade receivables

Trade receivables are recorded at their amortised cost less any provision for doubtful debts. Trade receivables due in more than one year are discounted to their present value.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are reported in a separate allowance account with the loss being recognised within administrative expenses in the statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Convertible loans

Convertible loan notes are regarded as compound instruments, consisting of a liability component and an equity component. At the date of issue the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds of issue of the convertible loan note and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, is included in equity.

Issue costs are apportioned between the liability and equity components of the convertible loan notes based on their relative carrying amounts at the date of issue. The portion relating to the equity component is charged directly against equity.

The interest expense of the liability component is calculated by applying the effective interest rate to the liability component of the instrument. The difference between this amount and the interest paid is added to the carrying amount of the convertible loan note.

Bank borrowings

Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the year to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. Finance charges 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.

Trade payables

Trade payables are stated at their amortised cost.

Equity instruments

Equity instruments issued by the Group are recorded as the proceeds received, net of direct costs.

Retirement benefits

The Group contributes to the personal pension plans for the benefit of a number of its employees. Contributions are charged against profits as they accrue.

2 Segment information

Under IFRS 8 the accounting policy for identifying segments is based on the internal management reporting information that is regularly reviewed by the senior management team.

The Group has three main reportable segments:

· Rights and Licensing - This division is involved with the sale of distribution rights, DVDs, music and publishing deals through DCD Rights.

· Production - This division is involved in the production of television content.

· Post-Production - This division is involved in post-production and contains Sequence Post.

The Group's reportable segments are strategic business divisions that offer different products to different markets, while its Other division is its head office function which manages activities that cannot be reported within the other reportable segments. They are managed separately because each business requires different management and marketing strategies.

Uniform accounting policies are applied across the entire Group. These are described in note 1 to the consolidated financial statements.

The Group evaluates performance of the basis of profit or loss from operations but excluding exceptional items such as goodwill impairments. The Board considers the most important KPIs within its business segments to be revenue, segmental adjusted EBITDA and adjusted profit before tax.

Inter-segmental trading occurs between the Rights and Licensing division and the production divisions where sales are made of distribution rights. Royalties and commissions paid are governed by an umbrella agreement covering the Group that applies an appropriate rate that is acceptable to the local tax authorities.

Segment assets include all trading assets held and used by the segments for their day to day operations. Goodwill and trade-names are allocated to their respective segments. Segment liabilities include all trading liabilities incurred by the segments. Loans and borrowings incurred by the Group are not allocated to segments. Details of these balances are provided in the reconciliations below:

2016 Segmental Analysis - income statement

2016 Segmental analysis - financial position

2015 Segmental analysis - income statement

2015 Segmental analysis - financial position

3 Discontinued operations

In June 2011, the Board took the decision to part company with key management at one of its subsidiaries, Done and Dusted Group Ltd ("Done and Dusted"). This decision was to allow the Company to focus on its key markets, that of television production and distribution. Done and Dusted remained within the Group, however trade names were passed to key management in consideration of key management returning their shares in the Company. Operations within Done and Dusted ceased from 1 January 2012.

Diluted earnings per share would remain at 4 pence were convertible loan balances held at the year-end converted at their respective conversion prices.

4 Earnings per share

The calculation of the basic profit/(loss) per share is based on the profit/(loss) attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. The calculation of diluted profit/(loss) per share is based on the basic profit/(loss) per share, adjusted to allow for the issue of shares and the post tax effect of dividends and interest, on the assumed conversion of all other dilutive options and other potential ordinary shares.

If convertible loan balances held at the year-end were converted at their respective conversion prices the number of shares issued would be 2,608,890 (2015: 2,603,880 shares if all the convertible loan balances held at the prior year end had been converted at their respective conversion prices). Diluted earnings per share would remain at 1 pence were this transaction to take place. Prior year figures have not been restated as, due to the overall loss position of the group in that year, the effect would be anti-dilutive.

5 Goodwill and intangible assets