131165 Shed Cover Artwork  24/5/10  11:35 am  Page 1 131165 Shed Cover Artwork  24/5/10  11:35 am  Page 3 01 Financial Highlights
02 Chairman’s Statement
03 Chief Executive’s Statement
05 Financial Review
08 Board of Directors
12 Directors’ Report
18 Corporate Governance Report
20 Directors’ Remuneration Report
24 Statement of Directors’ Responsibilities
25 Independent Auditor’s Report
27 Consolidated Statement of Comprehensive
Income
28 Consolidated Balance Sheet
29 Consolidated Statement of Changes in Equity
30 Consolidated Cash Flow Statement
31 Principal Accounting Policies
39 Notes to the Consolidated Financial Statements
64 Company Balance Sheet
65 Company Accounting Policies
67 Notes to Company Financial Statements
72 Contacts and Company information
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Contents
131165 Shed Productions Pt1  21/5/10  5:25 pm  Page i Financial Highlights
Year ended Year ended
31 December 2009 31 December 2008
Turnover £92.6m £81.9m
Gross profit £32.1m £31.0m
Adjusted
3
EBITDA £15.4m £15.2m
EBITDA £15.0m £15.2m
Adjusted
1
operating profit £14.7m £14.5m
Operating profit £12.3m £12.3m
Adjusted
1
operating margin 16% 18%
Adjusted
2
profit before tax £12.0m £11.9m
Profit before tax £9.8m £7.9m
Adjusted
2
diluted earnings per ordinary share 9.89p 10.58p
Diluted earnings per share 7.87p 6.77p
Final dividend 1.25p 1.25p
1 Adjusted operating profit is stated before intangibles amortisation arising from business combinations and exceptional
items.
2 Adjusted profit before tax and adjusted diluted earnings per ordinary share is before intangibles amortisation arising
from business combinations, interest charges relating to discounted deferred consideration, fair value gain/(loss) on
financial instruments and exceptional items.
3 Adjusted EBITDA is stated before exceptional items.
01
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
131165 Shed Productions Pt1  21/5/10  5:25 pm  Page 01 131165 Shed Productions Pt1  21/5/10  5:41 pm  Page b 131165 Shed Productions Pt1  21/5/10  5:42 pm  Page c I became Chairman of Shed at the Group’s last AGM and have been joined by two other non executives,
Coline McConville and Marc Watson.
My early priorities have been to ensure a smooth transition in the corporate governance of Shed and to
give leadership and support to the direction of the Group. I believe the Board is now working effectively
with a focus on Shed’s business strategy, creative ambition and financial performance.
A number of changes have been implemented and are worthy of comment. By appointing Claire Hungate
as Commercial Director, this vitally important part of the business now has a new focus and drive that will
ensure that the Group fully exploits its intellectual property. Jonathon Kemp assumed the role of Chief
Financial Officer in July 2009 and has continued to strengthen the financial discipline in the Group’s
companies.
The Chief Executive’s report highlights some of the Group’s achievements in a broadcast market which
continues to be nervous. We have sought to build on our reputation of delivering outstanding quality
programmes across a number of genres: from having long running drama in Waterloo Road and New Tricks
and now the award winning Garrow’s Law; to outstanding documentaries like Born to be Different; and
thought provoking factual entertainment like World’s Strictest Parents and Blood Sweat and Luxuries.
Significantly, we have had increasing success in the US market with the making of Who Do You Think You
Are? US and The Marriage Ref. Creating a successful and sustainable US operation is now well underway and
the investment made to date is delivering demonstrable results.
Outright, the Group’s wholly owned distributor, has performed well in the year. Overall, IP accounted for
42% of gross profit in 2009 and the Board has given further support to Outright by agreeing investment
capital to secure more third party rights going forward.
In the period, the Group has begun to make and develop content in the digital space. Twenty Twenty
made a highly successful fashion magazine show, The Closet, for the social network site Bebo, and Shed is in
production of an internet drama, Being Victor, for CTVC and Scottish Screen.
I am pleased to propose a maintained dividend of 1.25p (2008: 1.25p). This dividend will also be available to
shareholders as a scrip issue of ordinary shares.
On 30 July 2009, Shed announced that executive directors were holding preliminary talks with a number of
private equity houses with a view to exploring the possibility of making an offer for Shed. These
discussions continue to advance.
Finally, on behalf of myself and my non executive colleagues I would like to thank the CEO and all the
executives of the Group for their tireless work and their continual striving for creative excellence and for
all those who have worked for the Group whose endeavours have enabled Shed to achieve this good set of
results.
Heather Rabbatts
Chairman
02
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Chairman’s Statement
131165 Shed Productions Pt1  21/5/10  7:18 pm  Page 02 OVERVIEW FOR THE 12 MONTHS
I am pleased to announce Shed’s final results covering the 12 months to 31 December 2009.
During the period, turnover increased to £92.6m from £81.9m, up 13%. Gross profit is up by 4% to £32.1m
(2008: £31.0m) and adjusted operating profit
1
is up 1% to £14.7m (2008: £14.5m).
Gross margins have been under pressure this year at 35% (2008: 38%) due to a combination of tighter
production budgets, lower margins on high value US commissions and a slight fall in intellectual property
gross profit. At an adjusted operating level
1
, our margins have dropped from 18% to 16%, mainly due to the
investment we have made in our US business. This remains significantly above the industry average
operating margin of 8.2%*.
The Group delivered 250 hours of programming, up from 215 hours in 2008. 35 hours were drama and 215
were factual. Programmes included Waterloo Road series 5, New Tricks series 6, Who Do You Think You Are?
series 7 and Supernanny US series 6.
The Group is now working with 23 different broadcasters including, for the first time, two webcasters.
Shed continues to be known for the quality of its output and in the period the Group won many awards
including: an Oscar, 2 BAFTAS, 1 RTS, 1 Broadcast Award, 1 BANFF, 2 TV Quick Awards, and Wall to Wall
was voted Best Indie by its peers.
Business in the US has again grown strongly with 100 hours delivered (2008: 64). Current brands continue
to perform and there have been significant new business wins for US home-grown product.
Shed’s in-house distribution arm, Outright, has performed well, successfully distributing Shed content and
growing its third party business. The Group’s IP exploitation accounted for 42% of the Group’s gross
profit (2008: 44%).
UK Business
The UK commissioning environment continued to be challenging in 2009.
Against a backdrop of the worst advertising recession in a generation and, in the BBC, a public broadcaster
looking for across the board savings in programme costs, Shed performed extremely well. UK programme
revenue was £40.2m (2008: £43.1m) and we delivered 151 hours (2008: 151 hours).
Shed Productions’ stand-out drama, Waterloo Road, went from strength to strength with 26 hours delivered
in the period for BBC One.
Ricochet’s output included Blood Sweat and Takeaways (4 x 60’ BBC3), The Real Swiss Family Robinson (4 x 60’
BBC One), Born To Be Different (2 x 60’ Channel 4) and Cowboy Builders (12 x 60’ Five).
Twenty Twenty produced the drama Garrow’s Law (4 x 60’ BBC One), the award winning The Choir:
Unsung Town (4 x 60’ BBC2), World’s Strictest Parents 2 (10 x 60’ BBC3) and the Sorcerer’s Apprentice 2
(20 x 60’ BBC One).
Wall to Wall delivered New Tricks series six (8 x 60’) and series seven of the celebrity genealogy show, Who
Do You Think You Are? (5 x 60’) both for BBC One. Amongst the other highlights were Electric Dreams
(3 x 60’ BBC Four) and Sea Patrol (6 x 60’ Five and National Geographic).
Since the year end, major commissions and re-commissions for delivery in 2010 included a seventh series of
Shed Productions’ Waterloo Road (20 x 60’).
03
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Chief Executive’s Statement
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 03 Ricochet’s commissions include MasterCrafts (6 x 60’ BBC2), Britain’s Empty Homes (20 x 30’ BBC One),
MegaCities (4 x 60’ BBC One) and Blood Sweat and Luxury (6 x 60’ BBC3).
Twenty Twenty’s World’s Strictest Parents (11 x 60’ BBC3) has been picked up for a third series, Garrow’s Law
(4 x 60’ BBC One) for a second series and new programmes include Titanic (5 x 60’ Channel 4) and School
for Boys (3 x 60’ BBC2).
Wall to Wall will deliver New Tricks series seven (10 x 60’ BBC One) and series eight of Who Do You Think You
Are? (10 x 60’ BBC One) this year. In addition The Genius of Design (5 x 60’ BBC2), People’s Supermarket
(4 x 60’ Channel 4), Sea Patrol 2 (8 x 60’ Five and National Geographic) and new brand, High Street Dreams
(6 x 60’ BBC One), are all due in 2010.
US Business
During 2009, we consolidated all our production assets in the US under one brand, Shed Media US. The
company produced 100 hours of programming (up 56% on 2008) for eight different broadcasters.
Returning brands included a sixth series of Supernanny US (13 x 60’ ABC), the third season of Real
Housewives of New York City (12 x 60’ Bravo), season 2 of It’s Me or the Dog (30 x 60’ Animal Planet) and
World’s Strictest Parents US 2 (10 x 60’ CMT).
New programmes commissioned or made in the period include Who Do You Think You Are? (7 x 60’ NBC),
The Marriage Ref (8 x 60’ NBC), and Thintervention (8 x 60’).
Since the year end, production has begun on Bethenny’s Getting Married (8 x 60’ Bravo) and NBA Wives
(8 x 30’ VH1).
Outlook
Three months into our current financial year and the Group has secured 64% of its production revenue
target (72% in the UK and 50% in the US) and 68% of its IP gross profit target.
Last year, we continued to invest in the expansion of our US operation and we expect that investment will
continue to fuel the growth in America. In the UK, we have made a substantial commitment to our Scottish
office which will begin to provide a return in 2010.
Revenue from the Group’s intellectual property will continue to grow as our library of content expands
and in 2010 we expect to see some recovery in the market for drama sales. We have made a commitment
to grow Outright’s third party content in 2010, which will require investment that will see returns in 2011
and beyond.
The Group had a good 2009 and we have had a good start to 2010. As ever, our talented and experienced
team will be working hard to create, produce and distribute the new brands of the future.
Nick Southgate
Chief Executive Officer
* Pact Census 2009
1 Adjusted to exclude intangibles amortisation arising from business combinations and exceptional items.
04
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Chief Executive’s Statement (continued)
131165 Shed Productions Pt1  21/5/10  6:18 pm  Page 04 Revenue and Profits
The year ended 31 December 2009 saw revenue increase to £92.6m (2008: £81.9m).
Geographically, 27% of Group gross profit in 2009 was from customers in the UK (2008: 26%), 31% from
the US (2008: 30%) and 42% from intellectual property sales from the rest of the world (2008: 44%).
During the year the Group was commissioned directly by 23 broadcasters in both the UK and US and sold
production rights to over 200 territories worldwide.
Statutory reported operating profits are £12.3m (2008: £12.3m) with a reported profit before tax of £9.8m
(2008: £7.9m). Adjusted operating profits
1
are £14.7m (2008: £14.5m) with an adjusted profit before tax
2
of
£12.0m (2008: £11.9m).
Adjusted operating margin
1
was 16% (2008: 18%) and gross margin was 35% (2008: 38%). Gross margins
have reduced due to a combination of tighter production budgets, lower margins on high value US
commissions and a slight fall in intellectual property gross profit. Adjusted operating margins
1
have
dropped from 18% to 16%, mainly due to the investment we have made in our US business. Margins
remain strong when compared to the industry average of 8.2%*; bolstered by strong ancillary sales, tight
control of production costs and continuing tight control of overheads.
Capital Structure and Treasury Policy
During the year Shed increased its issued ordinary shares to 85,966,967 (2008: 79,716,561 ordinary shares
of 0.1p each). The increase in issued ordinary shares financed the final earn-out for Wall to Wall Holdings
Limited and from the issue of a scrip dividend.
In 2007, a five year debt facility of £32m was set up with Barclays and the Bank of Ireland to fund the
acquisitions of Twenty Twenty Productions Limited and Wall to Wall (Holdings) Limited and to refinance
the existing debt facility taken out to finance the purchase of Ricochet Limited and Outright Distribution
Limited. The terms of this agreement were extended on 6 February 2009, extending the facility to
November 2011.
During the year, loan notes totalling £500,000 were issued as part of the earn out of Wall to Wall which
are redeemable in April 2010.
At 31 December 2009, Facility A had a loan balance of £21.7m (2008: £28.6m). The movement from the
prior year is explained by repayments of £6.9m.
At 31 December 2009, the Group also had an £8m working capital facility (Facility B). The loan balance at
31 December 2009 was £4.5m (2008: £2.9m). The movement from the prior year of £1.6m was a result of
loan extension fees (£0.6m) and a draw down of £1m in working capital due to substantial increases in
amounts of cash lent to productions on a short term basis.
Earnings per Share
Basic earnings per share in the year was 8.25p (2008: 6.85p) based on earnings of £6.8m (2008: £5.4m)
divided by the weighted average number of shares in issue during the year of 82,431,039 (2008:
78,886,358). Diluted earnings per share in the year was 7.87p (2008: 6.77p) based on the potential weighted
average number of shares in issue of 86,340,654 (2008: 79,754,822).
Adjusted basic earnings per share
2
was 10.36p (2008: 10.69p) and adjusted diluted earnings per share
2
was
9.89p (2008: 10.58p).
05
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Financial Review
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 05 Cash flow
Net cash inflow from operating activities was £27.5m (2008: £23.5m). Overall cash and cash equivalents
increased by £8.6m (2008: £2.4m) to £17.5m (2008: £9.0m).
Dividend
The Board is recommending a final dividend of 1.25p per share (2008: 1.25p). Subject to approval by
shareholders at the Annual General Meeting to be held on 30 June 2010, the final dividend will be paid on
9 July 2010 to shareholders on the register on 21 May 2010. Subject also to approval of shareholders at the
Annual General Meeting, the Group is proposing a scrip dividend alternative which will give shareholders
the opportunity to elect whether they wish to receive the dividend in cash or in the form of ordinary
shares in the Group. Details of the scrip dividend alternative will be sent to shareholders in due course to
enable them to make their choice.
Covenants
Under the terms of the five year debt facility the Group is tested quarterly on two loan covenants.
• Interest Cover: 12 month rolling adjusted EBITDA
3
needs to cover interest by a multiple of 4; and
• Leverage: Total non production debt as a ratio of 12 month adjusted EBITDA
3
, which for the period
1 January 2009 to 31 December 2009 needed to be less than 2.5 (2008: 2.75)
Interest cover for the year ended 31 December 2009 was 5.5 times (2008: 4.5 times) and the leverage
based non-production debt was 1.66 (2008: 2.0). During the year all covenants were comfortably passed.
Hedging
During 2008, at the bank’s request, we put into place an interest hedge to manage our interest rate
exposure. The Board is currently reviewing its hedging policy. At the year end, £21m (2008: £27m) of the
Group’s facility was protected by the structured interest rate collar.
Taxation
The tax charge for the year was £3.0m (2008: £2.5m) at an effective rate of 30.5% (2008: 31.2%). The
effective rate is higher than the 28% tax rate in the period due to tax paid at a higher rate on overseas
earnings and non-deductible expenditure arising from the aborted management buy out and an IFRS
accounting charge relating to deferred consideration.
Balance Sheet
Receivables The decrease in receivables in the year is mainly due to timing of production funding. Of the
£16.9m (2008: £18.7m), £9.7m (2008: £9.7m) were trade receivables and £6.7m (2008: £8.2m) represented
prepayments and accrued income.
Current liabilities The increase in current liabilities in the year to £39.9m (2008: £34.5m) has been mainly
due to the timing of production activity and the issue of loan notes relating to the Wall to Wall earn out.
This has been offset by the payment of deferred consideration of £4.3m.
Non-current liabilities During the year, non-current liabilities decreased to £20.0m (2008: £27.8m) as
payments were made on the five year loan facility. There was also a reduction in fair valuation of the
interest rate collar to £1.3m (2008: £1.6m) and movements in deferred tax.
06
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Financial Review (continued)
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 06 Goodwill During the year goodwill increased to £62.3m (2008: £61.3m). This was due to the additional
consideration of £1m as a result of Wall to Wall Holdings Limited meeting the terms of the “super” earn
out.
Intangible Assets Intangible assets increased to £25.7m (2008: £24.5m). This was mainly due to the increase
in film assets. In the current year, the Group capitalised on average 12% (2008: 13%) of film costs arising
from new drama productions and 12% (2008: 13%) on film costs arising on new factual entertainment
productions. The film assets will be amortised over their remaining lives to match against future sales.
Intangible assets arising from acquisitions decreased £2.0m to £8.9m (2008: £10.9m) due to amortisation.
Jonathon Kemp
Chief Financial Officer
1 Adjusted to exclude intangibles amortisation arising from business combinations and exceptional items.
2 Adjusted to exclude intangibles amortisation arising from business combinations, interest charges arising from
discounted deferred consideration, finance costs from the fair value gain/(loss) on financial instruments and exceptional
items.
3 Adjusted to exclude IFRS 2 share option charge and exceptional items.
* PACT Census 2009
07
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Financial Review (continued)
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 07 Chief Executive Officer, Shed Media plc: Nicholas Southgate^†
Nick started his television career in wildlife filmmaking working for the BBC’s acclaimed Natural History
Unit. After five years at the BBC, including time spent on Tomorrow’s World and in BBC Childrens, Nick set
up his own independent production company, Tiga Films, where he produced and directed documentaries
for the BBC and Channel 4.
Nick joined Ricochet in 1999 as a producer/director and in 2000 he formed Ricochet Digital with Nick
Powell where he executive produced projects including ‘Who Rules the Roost?’, ‘FightBox’, and ‘Tetris:
From Russia with Love’.
Following the merger between Ricochet Digital and Ricochet South, Nick became Creative Director of the
new company Ricochet Limited and subsequently Managing Director, where he continued to oversee a
number of key projects both in the UK and for Ricochet Los Angeles.
In 2005, Shed acquired Ricochet and in 2007, Nick was appointed as the Chief Operating Officer of the
enlarged Group. He played a key role in the acquisitions of Twenty Twenty and Wall to Wall.
Nick was appointed as the Chief Executive Officer of Shed Media Plc on 1 January 2009.
Chief Financial Officer, Shed Media plc: Jonathon Kemp^
Jonathon Kemp joined Shed in 2002 from Capitol Films, a film production and financing company, where
he was Head of Finance. Jonathon started his media career at Nickelodeon UK where he worked for five
years during which time he qualified as an ACMA accountant. He moved from Nickelodeon UK to Fox Kids
Europe in 1999 where he was involved with the flotation of the company.
Jonathon joined Shed as Financial Controller with the responsibility of building both a strong financial and
commercial base. He was promoted to the board and became Finance Director of Shed in 2004 where his
main responsibility was to help grow the business. He played a key role in the flotation of the company in
2005 and the acquisitions, of Ricochet, Outright, Wall to Wall and Twenty Twenty. He was appointed as
Chief Financial Officer on 22 July 2009.
Chief Executive Shed Productions: Eileen Gallagher
Prior to co-founding Shed Productions, Eileen was Managing Director of LWT (London Weekend
Television) and deputy Managing Director of Granada Broadcasting. She also co-created Bad Girls and The
Fugitives.
Eileen’s business experience and strong creative influence have been instrumental in Shed Media’s success.
As chair of the Independent Producers’ Trade Association (PACT) for 2002 and 2003, she was at the
forefront of the successful campaign to introduce amendments into the Communications Bill to
strengthen the position of the independent production sector in its dealings with broadcasters. In
2002/2003 Eileen picked up two industry awards for outstanding achievements for her work with Shed
and the independent production sector as a whole. After ten years as MD and then Chief Executive of
Shed Media plc. Eileen stood down at the end of 2008 to return to a creative role as CEO of Shed
Productions.
Chief Executive, Ricochet: Nicholas Powell
Nick began working in TV in 1987 at Brook Productions as a researcher on a major series on the
international debt crisis. He worked at Diverse Productions in 1988 working on 9 to 5 and at Box
Productions on The Harrods Sale. In 1989 he transferred to Channel 4 where he produced Comment
before becoming series producer on Out of Africa and then series editor on Right to Reply.
08
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Board of Directors
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 08 In 1995 Nick formed Ricochet, assuming the role of Managing Director. During the last 10 years he has
executive produced over 500 hours of prime-time network television in the UK, with many of the series
having been shown and broadcast throughout the world. He has overseen many projects including, No
Going Back, Its Me Or the Dog, Risking it All, and Supernanny. In 2003, Nick established a Los Angeles office
and executive produces the American version of Supernanny for ABC. As well as managing the growth of
Ricochet, Nick oversees development and overall company strategy. In 2005, Shed acquired Ricochet and
Nick was appointed to the board of Shed Media plc.
Managing Director Outright Distribution: Chris Bonney
Chris Bonney is the Managing Director of Outright Distribution, Shed Media’s wholly owned distribution
company, specialising in the areas of factual entertainment, formats and drama.
Chris began his career in 1986 at ECM, a specialist in advertiser-funded programming and format
distribution. He left in 1989 to join the TV programming department at Saatchi & Saatchi, followed by a
spell as Manager of Sponsorship at Tyne Tees Television. Chris rejoined ECM at the end of 1991, where he
rose to become Chief Operating Officer in 2001. Together with a team of experienced television
distribution executives from ECM, Chris established Screentime Partners as an MBO in August 2003, which
changed its name to Outright Distribution Limited in January 2007 following the acquisition by Shed Media
in 2006. Chris is also a member of PACT Council and the TV Exports Group.
Chief Executive Wall to Wall: Alex Graham
Born in Glasgow, Wall to Wall CEO Alex Graham has been a leading figure in the UK independent
production sector for almost 30 years. He served on PACT council for 17 years including two terms as vice-
chair and one term as chair.
He currently sits on the board of the Sheffield International Documentary Festival. He is a fellow of the
Royal Television Society, the Royal Society of Arts, a visiting fellow of the University of Bournemouth’s
Media School and in 2009 he received an honorary doctorate from City University for services to
journalism.
Under his leadership, Wall to Wall has grown into one of world’s most creative television producers. Real
Screen magazine recently voted it one of the top seven independent producers in the world and Wall to
Wall programmes have won dozens of awards in both the UK and the US, culminating last year in an
Academy Award for Best Documentary for the company’s feature film Man On Wire.
Other shows Alex has been responsible for include the multi-award-winning 1900 House, A Rather English
Marriage starring Albert Finney and Tom Courtenay – winner of four BAFTA awards, the popular long-
running drama series New Tricks and the global genealogy format Who Do You Think You Are?
In November 2007, Wall to Wall was acquired by Shed Media plc, on whose board Alex now sits.
Group Commercial Director: Claire Hungate
Claire Hungate has been Managing Director of Wall to Wall since September 2008 where she has been
overseeing Wall to Wall’s business operations, encompassing all financial, commercial, legal and operational
issues. She was appointed Commercial and Legal Director at Wall to Wall in May 2004 overseeing the
company’s legal and commercial operations. This included overseeing legal and business affairs,
exploitation of all IP rights, co-production funding and deficit financing deals, brand exploitation and new
media opportunities.
In July 2009 she was appointed Director of Commercial and Legal Affairs for the Group and oversees
commercial, legal and business affairs functions for the Group. Claire, who trained as a Barrister, has
09
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Board of Directors (continued)
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 09 previously worked at the BBC and Princess Productions. Prior to being called to the Bar, she was
Commercial Director at the Institute of Contemporary Art.
Chief Executive Twenty Twenty: Tim Carter
Tim Carter was appointed Chief Executive of Twenty Twenty and joined the Board of Shed in August
2009. Tim had been Director of Programmes at Twenty Twenty since July 2008. He began his career at
Twenty Twenty in the mid-nineties developing and making factual series including Ian Hislop’s landmark
history series, Canterbury Tales and School Rules for Channel 4.
After a brief break at the BBC running a new digital production unit for BBC Arts, he returned to Twenty
Twenty in 2001 to develop, produce and direct ITV’s prime-time factual hit, the BAFTA nominated Lads
Army. Since then, as Twenty Twenty’s Head of Factual Programmes and then Director of Programmes he
has overseen a raft of formats, including Bad Lads Army, That’ll Teach ‘Em, Never Did Me Any Harm, Brat
Camp, Granddad’s Back in Business and Combat Chefs, children’s series Evacuation and The Sorcerer’s
Apprentice, and award winning documentaries such as Help Me Love My Baby and the globally contentious
Guantanamo Guidebook.
Non Executive Director: Heather Rabbatts CBE^†
Heather graduated from the London School of Economics and was called to the Bar in 1981. She joined
local government in 1987 and then went on to hold a variety of senior positions and in 1995 was appointed
to the role of Chief Executive in the London Borough of Lambeth. She transformed the Borough into the
success it is today.
In 1997 she joined Channel 4 where she was the Head of Education, her commissions included Twelfth
Night, followed by Teen Big Brother and Illustrated Mum which won an Emmy Award. From 1997 to 2001
Heather was a governor of the BBC. Previous roles include Trustee of the British Council, a Governor of
the London School of Economics, and she was a non-Executive member of the Board of the Bank of
England.
Heather has, until recently, undertaken a challenging role at Millwall Football Club as Executive Deputy
Chairman. She took the lead on arrangements for a significant investment into the Club by an American
Consortium, thereby securing its future. She has also worked with Tiger Aspect Productions in their factual
team and developing scripts for film and drama.
Heather currently holds a number of other board appointments, including the UK Film Council, Crossrail,
Grosvenor, and the Royal Opera House She was also voted, by Parliamentarians, the 2008 Scottish Widows
Business Woman of the Year. She was awarded the CBE in the 2000 New Year’s Honours.
Non Executive Director: Coline McConville^†
Coline McConville joined the Board of Shed as a Non-Executive Director in June 2009. Coline studied law
in Australia where she was born, but started her career in management consulting for LEK in Germany,
working with the German privatisation agency after the fall of the Berlin wall. After an MBA from Harvard
Business School, where she graduated as Baker Scholar, Coline moved to London to work for McKinsey
management consultants.
After 2 years at McKinsey, working primarily in the television and retail sectors, Coline joined More
O’Ferrall plc, a small-cap outdoor advertising business, as Group Development Director. Coline started the
businesses in China, Australia and New Zealand and helped the company undertake a substantial rights
issue to enable strategic acquisitions in Europe and the US.
10
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Board of Directors (continued)
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 10 In 1998, More O’Ferrall was sold to Clear Channel Communications Inc., the US quoted world leading
outdoor advertising and radio company. Coline stayed on to lead the international business, helping to
invest US$2bn in further acquisitions of leading outdoor companies in Europe, Asia and Africa. After
leaving Clear Channel in 2007, Coline has worked with Apax as a Media Advisor, and pursued a portfolio
career.
Coline was a Non-Executive Director of HBOS plc for 9 years from 2000-2009, where she was a member
of the Audit, Remuneration and Nomination Committees, and on the Board of HBOS Australia.
Non Executive Director: Marc Watson†
Marc is the CEO of BT Vision and BT.com, BT’s television and on-line business.
Before working at BT, Marc was a Director at media deal broking firm, Reel Enterprises, where he was
Chief Media Rights Negotiator for the football league and Scottish Premier League. He worked closely with
broadcasters including Channel 4, the BBC and Fox.
Prior to his work at Reel Enterprises, Marc, a qualified barrister, worked as a legal advisor and as Head of
Legal and Business Affairs at Publisher, Northern and Shell. While there, he was responsible for the
acquisition of several high-profile celebrity magazines, TV channel distribution negotiations, provision of
legal advice across the business, and general business development.
He has been a non-executive director of Shed Media plc since June 2009.
^ Member of the Audit Committee
† Member of the Remuneration Committee
11
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Board of Directors (continued)
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SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Directors’ Report
The directors have pleasure in presenting their report on the Company and the Group together with the
audited financial statements for the year ended 31 December 2009.
Principal activity
Shed Media plc (the “Group”) is an independent television production company. The Group specialises in
contemporary, original drama and factual programming and content and in distribution of subsequent
rights from these programmes.
Results and dividends
The results for the Group show a pre-tax profit of £9.8 million (2008: £7.9 million) for the year and
revenue of £92.6 million (2008: £81.9 million). Net cash flow from operating activities for 2009 was
£27.5 million (2008: £23.5 million).
The final dividend proposed at 31 December 2009 was 1.25p per share (2008:1.25p per share).
Business Review
Business environment
The independent production sector has traditionally been fragmented with hundreds of companies
producing a limited number of programmes and owning few, if any, of the rights to those programmes.
The favourable changes to market conditions have enabled the emergence of a few dominant players
strong enough to buy out smaller competitors. This has led to the creation of the “Super Indie” which
benefits from diversification into different production genres thus mitigating the risks associated with
creative businesses.
Within this competitive environment the Group has differentiated itself as follows:
• Business Model – Focussed on multiple profit streams rather than turnover.
• Brands – Creating powerful brands that sell internationally and across new platforms.
• Operating Margins – Consistently delivering strong operating margins.
• Visibility of Revenue – Strong brands and a good reputation with broadcasters who re-commission
existing brands and are open to new programme developments.
• UK Growth – Organically through an expanding in-house talent pool and strategically through
acquisition of brand – owning, brand-creating companies.
• US Growth – Created a significant US business by leveraging UK formats into the lucrative US TV
market. Now organically growing the business with locally sourced and produced product.
The emergence of new media is also an important development in the television market. Technology such
as streaming and internet downloading give independent producers more opportunities to exploit their
content. The companies which own attractive, recognisable brands, which platform owners need benefit
most from these market developments. The Group is now engaged in producing content directly for the
internet and expects this area of the business to grow.
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SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Strategy
The Group’s overriding objective is to achieve attractive and sustainable rates of growth and returns
through a combination of organic growth and acquisitions.
• Strong organic growth through:
• Maintaining and securing key production talent
• Building on success and reputation with broadcasters
• Successful exploitation of programming rights
• Building new broadcaster relationships in the UK and internationally and in particular the US
• Selective acquisition of companies meeting strict criteria:
• Production companies in valuable new genres
• Brand owning and brand creating capabilities
• Talent tied in by ownership
• Right price
• New media
Key performance indicators (“KPIs”)
The board monitors progress on the overall Group strategy and the individual strategic elements by
reference to seven KPIs.
1. Liquidity
The board monitors cashflow on a continual basis which is reviewed monthly at the board meetings
prior to submission to the bank. Loan and interest payments are made quarterly and the group
ensures it is sufficiently liquid to make the loan repayments for the forthcoming year.
2. Growth in sales (%)
Year on year sales growth expressed as a percentage. The increase in sales for 2009 came from
organic growth in US production. The Group continues to look for organic growth through increased
production both in the UK and the US as well as growth in IP exploitation. The Group also continues
to look for growth through acquisitions and integration of both UK and US independent production
companies.
3. Gross margin (%)
Gross margin is the ratio of gross profit to sales expressed as a percentage. Gross margins have been
under pressure this year at 35% (2008: 38%) due to a combination of tighter production budgets,
lower margins on high value US commissions and a slight fall in intellectual property gross profit.
4. Operating profit margin (%)
Operating profit margin is the ratio of operating profit before exceptional items and intangibles
amortisation to sales expressed as a percentage. Gross margin is important to maintain to ensure
productions are profitable, but it is essential the Group keeps overheads under control and maintains
a strong operating profit margin. The margin has dropped from 18% to 16%, due to the drop in gross
profit margin and the investment we have made in our US business.
Directors’ Report (continued)
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SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Directors’ Report (continued)
5. EBITDA
The Group monitors its ability to pay loans on a monthly basis by reviewing interest to EBITDA and
loan amount to EBITDA. The Group ensures it is clearly able to meet the terms set out in its loan
agreements.
6. Programming Hours
The Group monitors commissioned programming hours per annum as a KPI. The Group produced
250 programme hours, 35 drama hours and 215 factual hours. (2008: 215 programme hours).
7. International Sales
In order to grow as a business it is important for the Group to continue to exploit its programmes in
the international market. This performance target is reviewed quarterly and the Group anticipates
growth through expanding the programme library both from internal productions and investment in
3rd party programmes.
Principal Risks
Risks are formally reviewed by the board and appropriate processes put in place to monitor and mitigate
them. If more than one event occurs, it is possible that the overall effect of such events would compound
the possible adverse effects on the Group.
The directors consider the following to be the principal risks faced by the Group.
1. Competition
The Group operates in a highly competitive market with many companies, small and large, competing
for broadcasters’ commissions. For the Group to grow it needs to secure re-commissions of existing
brands and have new programme brands ready to be commissioned when more mature ones fade. To
mitigate the risk of a slow-down in the overall rate of growth our creative teams are constantly
developing new programme brands to ensure a healthy pipeline of new productions.
A reputation for consistently delivering high quality programmes is a prime asset in the market and
this reputation is dependent on maintaining a pool of high quality creative staff.
2 Key Creative Staff
The Group’s performance depends largely on the retention of key creative staff. The loss of key
individuals or failure to recruit sufficient talent with the right experience and skills can adversely
impact the Group’s results. The Group has also successfully trained up younger staff members to take
on creative roles and has been successful in retaining them over the long term. When acquiring
companies the Group ensures that the talent is tied in through share ownership and performance-
based schemes.
3. Control of Productions Costs
Once the executive producers have negotiated programme prices with the broadcasters, an internal
budget is agreed and it is up to the production departments to ensure programmes are made within
or below that budget. There is a risk that productions go over budget at some point during the
production process. To control this risk the Group employ skilled production accountants who submit
cost reports into Group finance department on a monthly basis. Any drift over budget can be dealt
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SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
with quickly to ensure the overall production budget is adhered to. There is also adequate insurance
in place for each production to cover any unforeseen problems that may affect the cost of
production such as key cast illnesses or major equipment failure.
4. Financial Risk Management
The board regularly reviews the financial requirements of the Group and the risks associated
therewith. The Group does not use complicated financial instruments and where financial instruments
are used it is for reduced interest or exchange rate risk. The Group does not trade in financial
instruments. Group operations are primarily financed from equity funds raised, retained earnings and
bank borrowings (including overdraft facilities). In addition to the primary financial instruments, the
Group also has other financial instruments such as receivables, payables and accruals that arise directly
from the Group’s operations. Further information is provided in note 17 to the financial statements.
Directors
The directors of the Group are named on pages 8 to 11, together with brief biographical notes. The
following directors held office during the year:
Executive Directors:
Nicolas Southgate
Jonathon Kemp
Eileen Gallagher
Brian Park (resigned 22 July 2009)
Nicholas Powell
Chris Bonney
Peter Casely-Hayford (resigned 22 July 2009)
Alex Graham
Claire Hungate (appointed 22 July 2009)
Tim Carter (appointed 22 July 2009)
Non Executive Directors:
David Kogan (resigned 10 June 2009)
Katherine Innes-Kerr (not reappointed when appointment up for renewal on 18 March 2009)
Coline McConville, Chair, Audit Committee (appointed 10 June 2009)
Heather Rabbatts, Chair, Remuneration Committee (appointed 10 June 2009)
Marc Watson (appointed 10 June 2009)
Directors’ interests in shares and options
Details of directors’ interests in shares and share options can be found in the Directors’ Remuneration
Report on pages 20-23.
Retirement and Re-elections of Directors
Jonathon Kemp and Chris Bonney retire by rotation from office at the Annual General Meeting. Heather
Rabbatts, Coline McConville, Marc Watson, Tim Carter and Claire Hungate being newly elected to the
board will also retire from office at the Annual General Meeting. Being eligible, these Directors will offer
themselves for re-election in accordance with the Company’s Articles of Association.
Directors’ Report (continued)
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SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Directors’ Report (continued)
Substantial share interests
The Group has been notified of the following substantial interests, of 3% or more, in the Group’s issued
share capital at 8 March 2010.
Number of ordinary Percentage of
shares of 0.1p each issued share capital
Alex Graham 10,221,665 11.89%
Nicholas Powell 10,021,567 11.66%
Chase Nominees Limited 7,073,827 8.23%
BNY Mellon Nominees Ltd 6,720,902 7.82%
Eileen Gallagher 6,443,179 7.49%
Brian Park 6,290,377 7.32%
Maureen Chadwick 6,239,443 7.26%
Ann McManus 6,239,443 7.26%
Nicholas Southgate 3,411,829 3.97%
The Bank of New York (nominees) 3,137,550 3.65%
Share Capital
Details of the share capital are shown in note 18 to the financial statements.
Registrar
The Registrar is Capita IRG Plc, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
Employees
The Group is committed to a policy of equal opportunity in matters relating to employment, training and
career development of employees and is opposed to any form of less favourable treatment afforded on
the grounds of disability, sex, age, race or religion.
The Group encourages the involvement of its employees in its management through regular meetings of
senior management teams which have responsibility for the dissemination of information of particular
concern to employees and for receiving their views on important matters of policy.
The Group operates a share option scheme to encourage employees. Details of this scheme are more fully
described in note 19.
Political and Charitable Donations
The Group made no charitable donations and no political contributions in the year (2008: £1,128 charitable,
£Nil political).
Trade Payables Payment Policy and Practice
It is the Group’s policy that payments to suppliers are made in accordance with those terms and conditions
agreed between the Group and its suppliers, provided that all trading terms and conditions have been
complied with.
Trade payable days for the Group for the year ended 31 December 2009 were 30 days (2008: 30 days)
based on the ratio of Group trade payables at the end of the year to the amounts invoiced during the year.
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SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Corporate Governance
Detailed statements of the Group’s Corporate Governance and the Group’s system of internal control are
set out on pages 18 to 19.
Statement as to Disclosure of Information to Auditors
The directors who were in office on the date of approval of these financial statements have confirmed
that, as far as they are aware, there is no relevant audit information of which the auditor is unaware. Each
of the directors have confirmed that they have taken all the steps that they ought to have taken as
directors in order to make themselves aware of any relevant audit information and to establish that it has
been communicated to the auditor.
Auditors
A resolution to reappoint Baker Tilly Audit UK LLP, Chartered Accountants, as auditor will be put to the
members at the Annual General Meeting. Baker Tilly UK Audit LLP have confirmed their willingness to
continue in office as auditors of the Group and a resolution to reappoint them will be proposed at the
Annual General Meeting.
Annual General Meeting
The Annual General Meeting of the Group, will be held at 30 June 2010 at 1pm at The Tower Room, The
Old Sessions House, 22 Clerkenwell Green, London EC1R 0NA, formal notice and results of the meeting is
distributed separately.
Jonathon Kemp
Chief Financial Officer
Directors’ Report (continued)
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 17 The directors support high standards of Corporate Governance and confirm that they intend to comply
with the requirements of the new “Combined Code” on Corporate Governance (“the code”) published in
June 2008, so far as practicable given the size, nature and current stage of the development of the Group.
The key Group objective is to enhance and protect shareholder value.
The Board of Directors
During the year the Board increased from ten to eleven directors, whose names and details appear on
pages 8 to 11. The three non-executive directors are considered to be independent of management and
free of any relationship that could materially interfere with the exercise of their independent judgement.
A formal schedule of matters is considered by the Board, which meets at least 10 times per year and keeps
under constant review the need to hold additional meetings. The Board is responsible for:
• Overall Group strategy.
• Acquisitions.
• Monitoring the operating and financial results against plans and budgets.
• Ensuring that the necessary financial and human resources are in place for the Group to meet its
objectives.
• Ensuring that the Group’s obligations to its shareholders and others are understood and met.
The following committees, which have written terms of reference, deal with specific aspects of the
Group’s affairs:
Audit Committee
The Audit Committee consists of two non-executive directors and two executive directors and meets at
least twice a year. It is responsible for ensuring that the financial activities of the Group are properly
monitored, controlled and reported on. It reviews reports from the auditors and meets the external
auditors without executive directors being present.
The Audit Committee recommends the appointment of the external auditors, reviews the audit fee and
audit plan and pre-approves all work in excess of pre-agreed limits in respect of external auditors, prior to
commitment by the Group.
Remuneration Committee
The Remuneration Committee consists of three non-executive directors and one executive director. It
reviews the performance of the executive directors and sets the scale and structure of their remuneration
and that of senior management and the basis of their service agreements with due regard to the interests
of shareholders. In determining the remuneration of the executive directors and senior management the
committee seeks to ensure that the Group will be able to attract and retain executives of the highest
calibre. It makes recommendations to the full board concerning the allocation of incentive schemes to
employees. No director participates in discussions or decisions concerning his own remuneration.
Further details of the Group’s policies on remuneration including details of director’s share options are
given in the report of the Remuneration Committee report on pages 20 to 23.
18
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Corporate Governance Report
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 18 Nomination Committee
The Nomination Committee consists of three Non-executive Directors and one executive director and
meets at least once a year. It is responsible for reviewing the structure, size and composition (including the
skills, knowledge and experience) of the Board. Its role is to lead the process for identifying and making
recommendations to the Board on candidates as directors of the Company and to consider succession
planning for directors and other senior executives.
Internal Controls
The directors acknowledge their responsibility for the Group’s systems of internal controls and for
reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group
and to ensure the reliability of financial information for both internal and external publication. The
effectiveness of the system of internal controls has been reviewed by the directors and they are satisfied
the controls are effective with regard to the size of the Group and the stage of its development. Any
system of internal control can only be designed to manage rather than eliminate the risk of failure to
achieve business objectives and can provide reasonable and not absolute assurance against material
misstatement or loss.
Given the size of the Group, there is currently not an internal audit function; this will be reviewed as the
Group grows.
Relationship with Shareholders
The directors attach great importance to maintaining good relationships with shareholders.
Communications with shareholders are given high priority. The directors meet and discuss the
performance of the Group with shareholders during the year. Queries raised by shareholders are promptly
answered by whoever on the board is best placed to do so. Investors are encouraged to participate in the
Annual General Meeting at which the Chairman will present a review of the results and comment on
current business activity. The board will be available at the Annual General Meeting to answer shareholder
questions.
Going Concern
After making enquiries the directors have reasonable expectation that the Company and the Group have
adequate resources to continue in operational existence for the foreseeable future, and that it is therefore
appropriate to adopt the going concern basis in preparing the financial statements. In forming this view,
the directors have reviewed the 2010 budget and the five year strategic business plan. The directors have
satisfied themselves that the Group is in a sound financial position and sufficient borrowing facilities will be
available to meet the Group’s foreseeable cash requirements.
On behalf of the Board
Coline McConville
19
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Corporate Governance Report (continued)
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 19 The following report outlines the Group’s policy on the remuneration of executive directors and gives
details of the remuneration packages of executive directors and of the fees paid to non-executive
directors for the year ended 31 December 2009. A resolution to approve the Report will be proposed at
the Annual General Meeting of the Company. The directors have applied the principles of good
governance related to director’s remuneration as described below:
Remuneration Committee
The committee comprises Nicholas Southgate (Executive Director) and the following independent Non-
Executive Directors: Heather Rabbatts (chair), Coline McConville and Marc Watson.
Remuneration Policy
The remuneration policy of the Committee and of the Board is to provide remuneration packages for the
Executive Directors and other senior executives in the Group which are appropriate to the size and nature
of the Group’s business and which will attract and retain high calibre executives. It is the Group’s policy
that a substantial proportion of the executive directors’ remuneration should be performance related in
order to encourage and reward superior business performance and shareholder return and that
remuneration should be linked to both individual and Group performance.
Accordingly, executive directors may earn up to an additional 50% of their basic salaries as a performance
bonus and have benefitted from participation in the Group’s share option scheme, as set out on the
following page.
It is the policy of the Committee and the board to maintain the above approach to remuneration packages
for executive directors and other senior executives of the Group for the current financial year and future
financial years, subject to review in the light of any changes in relevant legislation, regulations or market
practice. The Committee will continue to review base salaries and performance targets to ensure that they
align with the remuneration policy of the Committee and the board and with the Group’s strategic
objectives. The individual salary, bonus and benefit levels of the executive directors are, and will continue
to be, reviewed annually by the committee.
It is the Group’s policy to employ executive directors under contracts with an indefinite term subject to
the termination by notice by either party of 12 months. Any compensation payable by the Group would be
subject to normal legal principles of mitigation of loss. No compensation would be payable if the service
contracts were to be terminated by notice from the executive director or for lawful termination by the
Group. There are no provisions for payment of pre-determined compensation under the service contracts.
In relation to future appointments of executive directors, the Committee’s and Board’s policy will remain
one of restricting notice periods to 12 months.
Details of individual director’s remuneration are set out on in note 6, details of directors share options are
on page 22 of this report. The main components of the remuneration for executive directors are:
Basic Salary
The Group’s policy is that basic salaries for executive directors should take into account the individual’s
role and responsibilities, performance and experience. For an executive director who is experienced and
fully effective in his role, basic salary is targeted at the retail market median for comparable roles.
Annual bonus
Executive directors are eligible to receive an annual performance bonus up to a maximum of 50% of their
annual basic salaries at the time the bonus scheme is announced. The amount of bonus is based on the
20
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Directors’ Remuneration Report
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 20 achievement of profit targets specified and agreed at the beginning of the year. The performance targets
for bonus entitlements are intended by the Remuneration Committee to create keen incentives to
perform at the highest levels.
Share Option Schemes
The Group has in place an EMI Scheme under which certain Group employees (including executive
directors) are eligible for the grant of options to acquire ordinary shares in the Group. Further details are in
note 19.
Share Plan
A key element of the Group’s retention and reward strategy is to encourage employee share ownership
and facilitate the retention of key staff and talent. The Group operates a Share Plan (SP) to provide
additional share awards to certain employees to reward and motivate existing staff and attract key new
hires. The SP will allow participants to acquire shares subject to and to the extent that performance
conditions are satisfied. Awards in the year are detailed in note 19.
Other benefits
Executive directors are entitled to be provided with private healthcare insurance. Alexander Graham and
Claire Hungate received contributions to their pension schemes in the year.
Non-executive Directors
The fees of the non-executive directors are determined by the executive members of the board and are
based on market surveys. The Group’s practice is to appoint non-executive directors under letters of
engagement rather than under service contracts. These letters of engagement set out fixed terms of
appointment of three years, which may be extended with the agreement of the board.
Executive Directors’ Service Contracts
Details of the executive directors’ service contracts are as follows:
Date of service
Agreement
Eileen Gallagher 18 February 2005
Jonathon Kemp 18 February 2005
Nicholas Powell 24 November 2005
Nicholas Southgate 24 November 2005
Chris Bonney 28 September 2006
Alexander Graham 29 November 2007
Claire Hungate 22 July 2009
Tim Carter 22 July 2009
In concluding the service contracts, for the directors, the Group took into account the provisions of the
Combined Code regarding notice periods for service contracts. In relation to future appointments of
executive directors, the committee’s and board’s policy will remain one of restricting notice periods of
termination service contracts to twelve months.
21
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Directors’ Remuneration Report (continued)
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 21 Non-executive Directors: Letters of appointment
The Group’s practice for the appointment of non-executive directors is consistent with the provisions of
the Combined Code. Non-executive directors are appointed under letters of engagement (rather than
under service contracts).
Details of the non-executive directors’ letters of engagement are as follows:
Date of Unexpired term
letter of at the date
engagement of this report
Heather Rabbatts 10 June 2009 26 Months
Coline McConville 10 June 2009 26 Months
Marc Watson 10 June 2009 26 Months
Each letter of appointment is terminable by either party by giving not less than three months notice or by
the Group on payment of fees in lieu of notice. No compensation would be payable to a Non-executive
director if his/her engagement were terminated as a result of him/her retiring by rotation at an Annual
General Meeting, not being elected or re-elected at an Annual General Meeting or otherwise ceasing to
hold office under the provisions of the Articles of Association of the Group.
Directors Emoluments
Full details concerning Director’s emoluments are disclosed in note 6 to the accounts.
Directors’ interests in Shares and Share Options
Ordinary shares of 0.1p
31 December 2009 31 December 2008
Executive Directors
Nicholas Southgate 3,411,829 3,538,503
Jonathon Kemp 20,373 20,000
Eileen Gallagher 6,443,179 6,325,000
Nicholas Powell 10,021,567 10,027,006
Chris Bonney 324,835 318,878
Alexander Graham 10,221,665 6,363,459
Claire Hungate 490,636 279,850
Tim Carter – 486,991
Non-executive Directors
Heather Rabbatts – –
Coline McConville – –
Marc Watson – –
22
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Directors’ Remuneration Report (continued)
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 22 Directors’ share options
The only director to hold share options at 31 December 2009 and 31 December 2008 was Jonathon Kemp;
the details are disclosed in the table below. At 31 December 2009 no options had been exercised.
Date of grant No of Shares Vesting Date Expiry Date Exercise Price
18 March 2005 57,000 14/03/2005 14/03/2015 1p
18 March 2005 62,500 14/03/2007 14/03/2015 88p
18 March 2005 62,500 14/03/2008 14/03/2015 88p
At 31 December 2009 the following directors held share options under the Performance Share Plan (PSP).
No options were exercised during the year.
Director Date of Grant No of Shares Exercise date
Jonathon Kemp 1 September 2005 114,679 31/08/2008
Jonathon Kemp 1 September 2006 90,580 31/08/2009
Jonathon Kemp 1 September 2007 147,541 31/08/2010
Jonathon Kemp 1 January 2009 295,082 31/12/2011
Nicholas Southgate 1 September 2007 180,328 31/08/2010
Nicholas Southgate 1 January 2009 327,869 31/08/2012
Chris Bonney 1 January 2009 72,541 31/08/2012
Tim Carter 1 January 2009 96,311 31/08/2012
At 31 December 2008 the following directors held shares under the Performance Share Plan (PSP). No
options were exercised during the year.
Director Date of Grant No of Shares Exercise date
Jonathon Kemp 1 September 2005 114,679 31/08/2008
Jonathon Kemp 1 September 2006 90,580 31/08/2009
Jonathon Kemp 1 September 2007 147,541 31/08/2010
Nicholas Southgate 1 September 2007 180,328 31/08/2010
Further details on the share options are disclosed in note 19.
Approval
This report was approved by the board of directors on 6 April 2010 and signed on its behalf by
Heather Rabbatts
Chair – Remuneration Committee
23
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Directors’ Remuneration Report (continued)
131165 Shed Productions Pt1  21/5/10  7:19 pm  Page 23 The directors are responsible for preparing the Directors’ Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare group and company financial statements for each financial
year. The directors are required by the AIM Rules of the London Stock Exchange to prepare group
financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by
the European Union (“EU”) and have elected to prepare the company financial statements in accordance
with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and
applicable law).
The group financial statements are required by law and IFRS adopted by the EU to present fairly the
financial position and performance of the group; the Companies Act 2006 provides in relation to such
financial statements that references in the relevant part of that Act to financial statements giving a true
and fair view are references to their achieving a fair presentation.
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 the company and of the profit or loss
of the group for that period.
In preparing each of the group and company financial statements, the directors are required to:
(a) select suitable accounting policies and then apply them consistently;
(b) make judgements and accounting estimates that are reasonable and prudent;
(c) for the group financial statements, state whether they have been prepared in accordance with IFRSs
adopted by the EU; and
(d) prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the group and 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 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 corporate and financial information
included on the Shed Media plc website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
24
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Statement of Directors’ Responsibilities
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 24 We have audited the group and parent company financial statements on pages 27 to 71. The financial
reporting framework that has been applied in the preparation of the group financial statements is
applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
The financial reporting framework that has been applied in the preparation of the parent company
financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice). 
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
Respective responsibilities of directors and auditors
As more fully explained in the Directors’ Responsibilities Statement set out on page 24 the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and
fair view. Our responsibility is to audit the financial statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland). Those standards require us to comply with the
Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit
A description of the scope of an audit of financial statements is provided on the APB’s website at
www.frc.org.uk/apb/scope/UKNP.
Opinion on the financial statements
In our opinion
• the financial statements give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 31 December 2009 and of the group’s profit for the year then ended;
• the group financial statements have been properly prepared in accordance with IFRSs as adopted by
the European Union;
• the parent company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial statements.
25
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Independent Auditor’s Report 
to the Members of Shed Media Plc
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 25 Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us
to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for
our audit have not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and
returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
BAKER TILLY UK AUDIT LLP, Statutory Auditor
Chartered Accountants
2 Bloomsbury Street
London
WC1B 3ST
6 April 2010
26
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Independent Auditor’s Report 
to the Members of Shed Media Plc (continued)
131165 Shed Productions Pt1  21/5/10  5:26 pm  Page 26 2009 2008
Note £’000 £’000
Revenue 1 92,606 81,944
Cost of sales (60,540) (50,988)
––––––––––––––––––––––––––––––
Gross profit 32,066 30,956
––––––––––––––––––––––––––––––
General administrative expenses (17,009) (15,922)
IFRS 2 share-based payment (405) (518)
Exceptional items 3 (409) –
Amortisation of intangibles arising on 
business combinations (1,976) (2,167)
––––––––––––––––––––––––––––––
Total administrative expenses (19,799) (18,607)
––––––––––––––––––––––––––––––
Operating profit 2 12,267 12,349
Finance income 5 42 394
Finance costs 5 (2,803) (3,291)
Fair value gain/(loss) on financial instruments 5 268 (1,595)
––––––––––––––––––––––––––––––
Net finance costs (2,493) (4,492)
––––––––––––––––––––––––––––––
Profit before taxation 9,774 7,857
Tax expense 7 (2,978) (2,455)
––––––––––––––––––––––––––––––
Profit for the year attributable to 
owners of the parent 6,796 5,402
Other comprehensive income:
Foreign exchange movements on foreign entities (168) –
Total comprehensive income for the year 
attributable to owners of the parent company 6,628 5,402
––––––––––––––––––––––––––––––
Earnings per share
Basic (pence) 8 8.25p 6.85p
Diluted (pence) 8 7.87p 6.77p
All transactions arise from continuing operations.
The accompanying accounting policies and notes form an integral part of these financial statements.
27
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Consolidated Statement of Comprehensive Income 
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 27 2009 2008
Note £’000 £’000
Non-current assets
Goodwill 9 62,306 61,306
Other intangible assets 10 25,680 24,542
Property, plant and equipment 11 1,323 1,270
––––––––––––––––––––––––––––––
89,309 87,118
––––––––––––––––––––––––––––––
Current assets
Trade and other receivables 12 16,897 18,711
Cash and cash equivalents 17,516 8,953
––––––––––––––––––––––––––––––
34,413 27,664
––––––––––––––––––––––––––––––
Total assets 123,722 114,782
–––––––– ––––––––
–––––––– ––––––––
Current liabilities
Borrowings (11,251) (11,266)
Loan notes issued (500) –
Accruals and deferred income (23,622) (16,442)
Trade and other payables (4,032) (2,433)
Current tax liabilities (540) (15)
Deferred consideration – (4,327)
––––––––––––––––––––––––––––––
14 (39,945) (34,483)
––––––––––––––––––––––––––––––
Non-current liabilities
Long-term borrowings (14,255) (21,337)
Deferred tax liabilities 13 (4,452) (4,822)
Derivatives and financial instruments (1,327) (1,595)
––––––––––––––––––––––––––––––
15 (20,034) (27,754)
––––––––––––––––––––––––––––––
Total liabilities (59,979) (62,237)
––––––––––––––––––––––––––––––
Net assets 63,743 52,545
–––––––– ––––––––
–––––––– ––––––––
Equity
Called-up share capital 18 86 80
Share premium account 20 33,880 28,740
Share option reserve 1,327 971
Own shares held in trust (450) (450)
Retained earnings 28,900 23,204
––––––––––––––––––––––––––––––
Total equity attributable to 
owners of the parent 63,743 52,545
–––––––– ––––––––
–––––––– ––––––––
The financial statements were approved by the Board of Directors and authorised for issue on 6 April 2010
and signed on its behalf by:
Nicholas Southgate Jonathon Kemp
Chief Executive Officer Chief Financial Officer
The accompanying accounting policies and notes form an integral part of these financial statements.
28
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Consolidated Balance Sheet
At 31 December 2009 Company number: 03617464
131165 Shed Productions Pt2  21/5/10  6:20 pm  Page 28 Share
Own based
Ordinary Share shares held payment Retained
Shares Premium in trust reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2008 79 28,241 (450) 453 18,710 47,033
Profit for the year –––– 5,402 5,402
——————————————————————————————
Total comprehensive income
and expense for the year –––– 5,402 5,402
Transactions with owners:
Issue of equity shares 1 499 – – – 500
Share based payments ––– 518– 518
Deferred tax –––– (39) (39)
Dividends –––– (869) (869)
——————————————————————————————
Total of transactions with owners 1 499 – 518 (908) 110
——————————————————————————————
Balance at 31 December 2008 80 28,740 (450) 971 23,204 52,545
——————————————————————————————
Balance at 1 January 2009 80 28,740 (450) 971 23,204 52,545
Profit for the year –––– 6,796 6,796
Other comprehensive income:
Foreign exchange translation –––– (168) (168)
——————————————————————————————
Total comprehensive income 
for the year –––– 6,628 6,698
Transactions with owners:
Issue of equity shares 6 5,140 – – – 5,146
Share based payments ––– 356 49 405
Deferred tax –––– 10 10
Dividends –––– (991) (991)
——————————————————————————————
Total of transactions with owners 6 5,140 – 356 (932) 5,470
——————————————————————————————
Balance at 31 December 2009 86 33,880 (450) 1,327 28,900 63,743
——————————————————————————————
29
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Consolidated Statement of Changes in Equity
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 29 Year ended Year ended
31 December 31 December
2009 2008
£’000 £’000
Cash flows from operating activities
Profit before taxation 9,774 7,857
Adjustments for:
Depreciation and amortisation 7,136 7,375
IFRS 2 share based payment 405 518
Foreign exchange gain (19) (462)
Fair value (gain)/loss on a financial instrument (268) 1,595
Discounted deferred consideration 142 325
Investment income (42) (394)
Interest expense 2,661 2,966
Decrease/(increase) in trade and other receivables 1,552 (533)
Increase in trade payables 8,554 6,012
––––––––––––––––––––––––––––––––
Cash generated from operations 29,895 25,259
––––––––––––––––––––––––––––––––
Taxation paid (2,429) (1,747)
––––––––––––––––––––––––––––––––
Net cash from operating activities 27,466 23,512
––––––––––––––––––––––––––––––––
Cashflows from investing activities
Acquisitions of subsidiaries net of cash acquired (466) (5,840)
Purchase of intangible assets (7,747) (6,850)
Purchase of property, plant and equipment (628) (511)
Interest received 42 394
––––––––––––––––––––––––––––––––
Net cash used in investing activities (8,799) (12,807)
––––––––––––––––––––––––––––––––
Cash flows from financing activities
Net repayment of borrowings (7,333) (4,476)
Dividends paid (345) (869)
Interest paid (2,426) (2,966)
––––––––––––––––––––––––––––––––
Net cash used in financing activities (10,104) (8,311)
––––––––––––––––––––––––––––––––
Net increase in cash and cash equivalents 8,563 2,394
Cash and cash equivalents at start of year 8,953 6,559
––––––––––––––––––––––––––––––––
Cash and cash equivalents at end of year 17,516 8,953
––––––––––––––––––––––––––––––––
The accompanying accounting policies and notes form an integral part of these financial statements.
30
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Consolidated Cash Flow Statement
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 30 Nature of operations and general information
The principal activity of Shed Media Plc and its subsidiaries (the Group) is the production of programmes
for the television industry in the United Kingdom and the United States and the worldwide acquisition and
distribution of rights in programmes produced by the Group companies as well as programmes produced
by third party clients.
Shed Media Plc is the Group’s ultimate parent company. It is incorporated and domiciled in England and
Wales. The address of Shed Media Plc’s registered office, which is also its principal place of business,
is 2 Holford Yard, London, WC1X 9HD. Shed Media Plc’s shares are listed on the Alternative Investment
Market (AIM) of the London Stock Exchange.
Going concern
An assessment of going concern is made by the directors at the date that the directors approve the annual
accounts taking into account the relevant facts and circumstances at that date including:
• Review of profit and cashflow forecasts for the next five years
• Review of loan covenants compliance for the next year and ability to make loan repayments
• Review of production commissions and contracted distribution revenue against forecast
• Timing of cashflows
• Any financial or operational risks
Based on the above analysis, the directors have concluded that the Group is a going concern.
Basis of preparation
The financial statements have been prepared under the historic cost convention as modified by the
revaluation of derivative financial instruments, and as required by EU law, the Group’s accounts have been
prepared and approved by the directors in accordance with International Financial Reporting Standards as
adopted by the EU (“IFRS”).
The parent company’s profit after dividends received of £4,400,000 (2008: £nil) for the year ending
31 December 2009 is £802,000 (2008: £6,538,000). The Directors have taken advantage of the exemption
available under section 408 of the Companies Act 2006 and not presented the profit and loss account for
the Company alone. The company has elected to prepare its parent company financial statements in
accordance with UK Generally Accepted Accounting Practice.
During the year the following standards have now been adopted in these financial statements:
• IFRS 7 Financial Instruments Disclosures – Amendment; Improving Disclosures About Financial
Instruments.
• IAS 1 Presentation of Financial Statements – Comprehensive revision including requiring a
statement of comprehensive income.
The above standards have not led to a material adjustment in the presentation of the financial statements.
At the date of authorisation of these financial statements, the following Standards and Interpretations
relevant to the Group operations that have been applied in these financial statements were in issue but not
yet effective or endorsed (unless otherwise stated)
• IFRS 2 Share Based Payments – Amendment; Cash-settled Share –based payment transactions
31
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Principal Accounting Policies
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  6:15 pm  Page 31 • IFRS 3 Business Combinations – Comprehensive revision on applying the acquisition method
(endorsed)
• IFRS 9 Financial Instruments
• IAS 24 Revised IAS 24 Related Party Disclosures
• IAS 27 Consolidated and separate Financial Statements – Consequential amendments arising from
amendments from IFRS 3 (endorsed)
• IAS 28 Investments in Associates –Consequential amendments arising from amendments to IFRS 3
(endorsed)
• IAS 31 Interest in Joint Ventures – Consequential amendments arising from amendments to IFRS 3
(endorsed)
• IAS 39 Financial Instruments: Recognition and Measurement,– Amendments relating to eligible
hedged items. (endorsed)
The Directors anticipate that the adoption of these Standards and Interpretations as appropriate in future
periods will have no material impact on the financial statements of the Group.
The principal accounting policies of the Group are set out below and have been applied consistently in
presenting the consolidated financial information.
Basis of consolidation
Consolidated financial statements include the financial statements of Shed Media plc and all its subsidiary
undertakings. The results of subsidiary undertakings acquired or disposed of during the year are accounted
for through the profit or loss from or up to the date that control passes.
Subsidiaries are entities that are directly or indirectly controlled by the Group. Control exists where the
Group has the power to govern the financial and operating policies of the entity so as to obtain benefits
from its activities. In assessing control, potential voting rights that are currently exercisable or convertible
are taken into account.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.
The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and
liabilities incurred at the date of exchange, plus costs directly attributable to the acquisition. Identifiable
assets acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The
excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets
acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the
subsidiary acquired, the difference is recognised directly in profit or loss.
All intra-Group transactions and balances are eliminated on consolidation.
Principal Accounting Policies
The Group financial statements consolidate those of the Company and its subsidiary undertakings drawn
up to 31 December 2009. The following policies have been applied consistently across the Group.
Business combinations completed prior to the date of transition of IFRS
The Group has elected not to apply IFRS 3 Business Combinations retrospectively to business combinations
prior to 1 September 2006.
32
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Principal Accounting Policies (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 32 Accordingly the classification of the acquisition of Ricochet Limited remains unchanged from that used
under UK GAAP. Assets and liabilities are recognised at the date of transition and are measured using their
UK GAAP carrying amount immediately post-acquisition as deemed cost under IFRS. Deferred tax is
adjusted for the impact of any consequential adjustments after taking advantage of the transitional
provisions.
Revenue
Revenue represents amounts receivable for work carried out in producing television programmes and is
recognised on the basis of the value of costs related to production activity. The value of costs is
determined by reviewing each individual production and calculating the costs incurred to date. The
production costs to date are compared to the total expected production costs. The production revenue
from the broadcaster is recognised in proportion to the cost incurred.
Revenue also includes sums receivable from the exploitation of programmes in which the Group owns
rights. Gross profit on production activity is recognised based upon the stage of completion of the
production and in accordance with the underlying contract.
For distribution income the amount recognised represents the value of the licence fees including
withholding tax but excluding Value Added Tax.
Distribution income is recognised when
– An agreement is contracted;
– The arrangement is fixed and determinable; and
– The programme is delivered.
Operating Profit
Operating profit is derived as profit from operations before finance income, finance costs and income tax
expense.
Property, plant and equipment and depreciation
Property, plant and equipment is stated at cost net of depreciation and any provision for impairment.
Depreciation is provided on all property plant and equipment at rates calculated to write each asset down
to its estimated residual value evenly over its expected useful life as follows:
Fixtures, fittings & equipment 25% straight line
Computer equipment 33% straight line
Edit suites 20% straight line
Leasehold improvements Over the life of the lease
These assets are collectively shown as fixtures and fittings in note 11.
Intangible assets
Goodwill and business combinations
Goodwill arising from business combinations is capitalised and subject to an annual impairment review in
accordance with IAS36.
33
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Principal Accounting Policies (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 33 The fair value of intangible assets acquired as a result of business combinations is capitalised and amortised
on a straight line basis through the profit or loss. The rates applicable which represent the best estimate of
the useful economic life are:
Customer Relationships: 10 years
Trademarks: 15 years
Format rights backlog: 2 years
Format rights recommissions: 2 years
Other intangible assets
For programme assets, amortisation is provided in accordance with the income forecast method whereby
amortisation is taken to the profit or loss on a pro rata basis calculated as the income received in the
accounting period as a portion of the expected revenue over the life of the programme.
Development expenditure
Development expenditure has been written off as incurred, unless the Directors are satisfied as to the
technical, commercial and financial viability of individual projects. In this situation, the development
expenditure is capitalised and amortised in line with the revenue generated.
Impairment of assets
For the purpose of assessing impairment, 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 have arisen from business combinations and represent the lowest level within the
Group at which management monitors the related cashflows.
Goodwill, other individual assets or cash-generating units that include goodwill, other intangible assets with
an indefinite useful life, and those tangible assets not yet available for use are tested for impairment at
least annually. All other individual assets or cash-generating units are tested for impairment whenever
events or 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 units’ 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 internal discounted cashflow 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. With the exception of goodwill, all assets are subsequently reassessed for
indications that an impairment loss previously recognised may no longer exist.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and deposits held at call with banks and other short-term
highly liquid investments with original maturities of three months or less.
Trade receivables
Trade receivables are initially recognised at fair value and subsequently measured at their amortised cost
using the effective interest method, less any provision for impairment. Trade receivables due in more than
one year are discounted to their present value.
Trade payables
Trade payables are initially recognised at fair value and subsequently at amortised cost using the effective
interest method.
34
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Principal Accounting Policies (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 34 Bank borrowings
Interest bearing bank loans and overdrafts are initially recorded at the proceeds received, net of direct
issue costs and are subsequently measured at amortised cost using the effective interest method. Finance
charges, including premiums payable on settlement or redemption 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 period in which they arise.
Current and deferred taxation
Current tax is the tax currently payable on taxable profit for the year.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount
of assets and liabilities in the financial statements and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that
it is probable that taxable profits will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial
recognition of goodwill or from the initial recognition (other than in a business combination) of other
assets and liabilities in a transaction which affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in
the foreseeable future. Deferred tax is calculated at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled based upon tax rates that have been enacted or
substantively enacted by the balance sheet date. Deferred tax is charged or credited through the profit or
loss, except when it relates to items credited or charged directly to equity, in which case the deferred tax is
also dealt with in equity.
Leased assets
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases and the payments made under them are charged to the profit or loss on a
straight line basis over the lease term.
Equity
Equity comprises the following:
• Share capital represents the nominal value of equity shares.
• Share premium represents the excess over nominal value of the fair value of consideration received
for equity shares, net of the expenses of the share issue.
• Share option reserve represents the cumulative balance of IFRS 2 share based payments.
• Own shares held in trust represent Shed Media Plc shares which are held in trust.
• Retained earnings represent cumulative retained profit and losses.
Financial instruments
Financial assets and liabilities are recognised when the Group becomes a party to the contractual provision
of the instrument.
35
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Principal Accounting Policies (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 35 Equity Instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Government Grants
Government grants are received for revenue expenditure and are netted against the cost incurred by the
group in general administrative expenses. The retention of the grant is dependent on the group satisfying
certain criteria. When the criteria for retention have been satisfied, the income is recognised in the
consolidated statement of comprehensive income through profit or loss.
Share Based Payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based
payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the
date of grant. The fair value determined at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that
will eventually vest.
The fair value of the share options is measured using a Black-Scholes valuation model. The expected life
used in the model has been adjusted, based on management’s best estimate, for the effects of non-
transferability, exercise restrictions and behavioural considerations. The fair value of the share plan has
been calculated based on the market value of the shares at the date of issue.
Provisions and contingent liabilities
Where the deferred consideration is dependent upon future trading performance, an estimate of the
present value of the likely consideration payable is made. This contingent deferred consideration is re-
assessed annually and a corresponding adjustment is made to the goodwill arising on acquisition. The
difference between the present value and the total amount payable at a future date gives rise to a finance
charge which is charged through the profit or loss and credited to the liability over the period in which the
consideration is deferred. The discount used is the Company’s weighted average cost of capital.
Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (‘the functional
currency’). The consolidated financial statements are presented in ‘Sterling’ (£), which is the
Company’s functional and the Group’s presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions or valuation where items are remeasured. Foreign
exchange gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised through the profit or loss, except when deferred in equity as qualifying
cash flow hedges and qualifying net investment hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are
presented in profit or loss within ‘finance income or cost’. All other foreign exchange gains and
losses are presented in administrative expenses.
36
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Principal Accounting Policies (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 36 (c) Group companies
The Group changed its treatment of accounting for foreign exchange translation of the US
subsidiaries as of 1 January 2009. Previously the functional currency of the US operations had been
sterling which resulted in the difference being recognised through the profit or loss of the
individual entity accounts and also through profit or loss in the consolidated statement of
comprehensive income. From 1 January 2009 the functional currency of the US operations has been
US dollars. The results and financial position of all the Group entities (none of which has the
currency of a hyper-inflationary economy) that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet;
(ii) income and expenses for each statement of comprehensive income are translated at
average exchange rates (unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated at the rate on the dates of the transactions); and
(iii) all resulting exchange differences are recognised as a separate movement in other
comprehensive income.
In the prior year, management considered the functional currency across the Group to be sterling
as all US operations were deemed to be an extension of the UK since they only produced UK
formats and were managed and controlled by the UK parent. During 2009, the increased level of
autonomy and independence of activities undertaken in the US resulted in a change in the
functional currency of the US operations from sterling to US dollar. Consequently, management has
approximated the change to have occurred from the start of the accounting period and has
reflected the change prospectively in the financial statements with no prior year adjustment.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as
assets and liabilities of the foreign entity and translated at the closing rate.
Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends
on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being
hedged. Where derivative instruments do not qualify for hedge accounting, changes in the fair value of any
of these derivative instruments are recognised immediately through profit or loss.
Exceptional items
Exceptional items represent items of income and expense, which based on their materiality, frequency or
non-operating nature, have been separately disclosed to facilitate the assessment of the Group’s
underlying operating profitability.
Borrowing costs
Borrowing costs directly attributable to the acquisition of programme assets are capitalised when they are
incurred. All other borrowing costs are recognised in income in the period in which they are incurred.
Significant Judgements and Estimates
The preparation of consolidated financial statements under IFRS requires the Group to make estimates
and assumptions that affect the application of policies and reported amounts. Estimates and judgements
are continually evaluated and are based on historical experience and other factors including expectations
37
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Principal Accounting Policies (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 37 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 material
adjustment to the carrying amount of assets and liabilities are discussed below:
Intangible assets
The Group recognises intangible assets acquired as part of business combinations at fair value at the date
of acquisition. The determination of these fair values is based upon management’s judgement and includes
assumptions of the timing and the amount of future incremental cashflows generated by the assets and
selection of an appropriate cost of capital. Furthermore, management must estimate the useful lives of
intangible assets and charge amortisation on these assets accordingly.
Internally generated intangibles
The recognition of revenue and film assets is based on judgemental budgeting and forecasting techniques
which are adopted by the Group. The film assets are capitalised on completion inline with the revenue
recognition policy (see revenue recognition accounting policies for further detail).
Internally generated intangibles are capitalised when the future economic benefit of the project is probable
and recognised only if the following conditions are met:
– an intangible asset is created that can be separately identified;
– it is probable that the intangible asset created will generate economic benefits; and
– the cost of the intangible asset can be measured reliably.
The future revenues to be generated for each film asset are estimated so as to recognise the revenue and
the contribution across the useful economic life of the programs. The assets are stated at cost net of
amortisation and any provision for impairment. Amortisation on these assets is recognised within cost of
sales.
Impairment of goodwill
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 in order to calculate the present
value of these cash flows. Actual outcomes could vary.
Depreciation of property, plant and equipment
Depreciation is provided so as to write down the assets to the residual values over their estimated useful
life as set out above. The selection of these estimated lives requires the exercise of management
judgement.
Deferred Consideration
Where deferred consideration is payable in cash and discount would have a material effect the liability is
discounted to its present value. Where the deferred consideration is contingent and dependent upon
future trading performance, an estimate of the present value of the likely consideration payable is made.
Where a business combination agreement provides for an adjustment to the cost that is contingent on
future events, contingent consideration is included in the cost of an acquisition if the adjustments are
probable (that is more likely than not) and can be measured reliably.
38
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Principal Accounting Policies (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 38 1. Segmental Analysis
Management has determined the operating segments based on the reports reviewed by the Board that are
used to make strategic decisions.
The Board considers the business by type of revenue and geographic location. The Group primarily
operates through its offices in London and Brighton, UK and in Los Angeles, USA but sells the rights to its
programmes worldwide. The Group differentiates between newly commissioned production revenue both
in the UK and the US and revenue arising from the sale of the rights of the Group’s library including third
party rights (Intellectual Property (IP) Revenue).
The central costs segment represents the cost of the head office function. This operates as an
independent function to the trading businesses.
The board assesses the performance of the operating segments based on a measure of adjusted EBITDA.
For the year ended 31 December 2009
Broadcaster Broadcaster
UK US IP Central Total
£’000 £’000 £’000 £’000 £’000
Revenue 40,549 35,659 23,313 – 99,521
Less: intersegment sales (377) – (6,538) – (6,915)
Total revenue from third parties 40,172 35,659 16,775 – 92,606
Cost of sales (31,584) (25,573) (3,383) – (60,540)
Gross profit 8,588 10,086 13,392 – 32,066
General administrative expenses (10,262) (3,396) (1,201) (1,821) (16,680)
Adjusted EBITDA* (1,674) 6,690 12,191 (1,821) 15,386
Depreciation and amortisation** (562) (28) (5) (139) (734)
Adjusted EBITA* (2,236) 6,662 12,186 (1,960) 14,652
Less amortisation of intangibles 
arising on business combinations (1,830) – (146) – (1,976)
Exceptional items – – – (409) (409)
Total operating (loss)/profit (4,066) 6,662 12,040 (2,369) 12,267
Finance income – – – 42 42
Finance costs – – – (2,803) (2,803)
Fair value gain on financial instruments – – – 268 268
Net finance costs – – – (2,493) (2,493)
(Loss)/profit before taxation (4,066) 6,662 12,040 (4,862) 9,774
Tax credit/(expense) 1,138 (2,135) (3,371) 1,390 (2,978)
(Loss)/profit for the year attributable 
to owners of the parent (2,928) 4,527 8,669 (3,472) 6,796
Total amortisation charge (6,414) – (146) (22) (6,582)
Segment assets 109,548 2,438 9,465 2,271 123,722
Segment liabilities (27,985) (1,998) (2,368) (27,628) (59,979)
Segment net assets 81,563 440 7,097 (25,357) 63,743
* Adjusted EBITDA and adjusted EBITA are stated before intangibles amortisation arising from business combinations and
exceptional items.
** Amortisation relating to other intangible assets.
39
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 39 1. Segmental Analysis (continued)
For the year ended 31 December 2008
Broadcaster Broadcaster
UK US IP Central Total
£’000 £’000 £’000 £’000 £’000
Revenue 43,105 21,671 21,489 – 86,265
Less: intersegment sales – – (4,321) – (4,321)
Total revenue from third parties 43,105 21,671 17,168 – 81,944
Cost of sales (35,137) (12,286) (3,565) – (50,988)
Gross profit 7,968 9,385 13,603 – 30,956
General administrative expenses (10,969) (2,773) (1,172) (731) (15,645)
Adjusted EBITDA* (3,001) 6,612 12,431 (731) 15,311
Depreciation and amortisation** (591) (74) – (130) (795)
Adjusted EBITA* (3,592) 6,538 12,431 (861) 14,516
Less amortisation of intangibles arising 
on business combinations (2,021) – (146) – (2,167)
Total operating (loss)/profit (5,613) 6,538 12,285 (861) 12,349
Finance income 174 – – 220 394
Finance costs (38) – – (3,253) (3,291)
Fair value loss on financial instruments – – – (1,595) (1,595)
Net finance income/(costs) 136 – – (4,628) (4,492)
(Loss)/profit before taxation (5,477) 6,538 12,285 (5,489) 7,857
Tax (expense)/credit (115) (403) (3,501) 1,564 (2,455)
(Loss)/profit for the year attributable 
to owners of the parent (5,592) 6,135 8,784 (3,925) 5,402
Total amortisation charge (6,592) – (146) – (6,738)
Segment assets 96,093 3,019 10,365 5,305 114,782
Segment liabilities (10,153) (2,290) (9,283) (40,511) (62,237)
Segment net assets 85,940 729 1,082 (35,206) 52,545
* Adjusted EBITDA and adjusted EBITA are stated before intangibles amortisation arising from business combinations and
exceptional items.
** Amortisation relating to other intangible assets.
Broadcaster UK revenues of approximately £29.1m (72% of total) in 2009 were derived from a single
customer (2008: £32.2m; 86%).
Broadcaster US revenues of approximately £14.2m (40% of total) in 2009 were derived from a single
customer (2008: £12.2m; 56%).
The non-current assets other than financial instruments and deferred tax assets are deemed to be located
in the entity’s country of domicile.
40
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 40 2. Operating profit
The operating profit is stated after charging/(crediting):
2009 2008
£’000 £’000
Cost of Sales:
Production costs 29,255 27,656
Film asset amortisation 4,425 4,413
Staff salaries charged to productions 18,446 15,354
Distribution 8,414 3,565
60,540 50,988
Administration
Auditor’s remuneration:
– Fees payable for the audit of the Company’s annual accounts 56 58
– Fees payable for the audit of the Company’s subsidiaries 248 188
– Tax compliance 110 71
– Other advisory services 72 –
Professional services 618 624
Salaries 11,029 10,340
Other employee costs 835 683
IFRS 2 share option charge 405 518
Depreciation and amortisation:
– Plant, property and equipment owned 554 637
– Amortisation of intangibles 1,976 2,167
– Amortisation of other intangibles 180 158
Operating lease rentals – property rents 892 928
Foreign exchange differences (19) (462)
Office costs 1,786 1,444
Marketing 547 527
Travel and accommodation 421 537
Other costs 179 189
Grant income (90) –
19,799 18,607
41
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 41 3. Exceptional Items
2009 2008
£’000 £’000
Restructuring Costs 409 –
Exceptional costs of £409,000 were incurred for the year ended 31 December 2009 due to a restructure
following the appointment of the new Chief Executive Officer. This included recruitment of new non-
executive directors, costs associated with a failed Management Buyout and the launch of Shed Media US.
4. Dividends
2009 2008
£’000 £’000
Equity dividends
Paid during the year – 1.25p per share (2008: 1.1p) 991 869
The dividend paid during the year was issued with a scrip alternative. Shareholders elected to receive the
dividend in cash or in the form of ordinary shares. The dividend was paid on 12 June 2009 with the issue of
965,432 new ordinary shares and the payment of £344,876. The final dividend of 1.25p per ordinary share
proposed for the year ended 31 December 2009 is payable on 9 July 2010 to shareholders registered at the
close of business on 21 May 2010. There is an option to take the dividend in cash or shares.
5. Finance income and costs
The finance income and costs comprise:
2009 2008
£’000 £’000
Interest receivable on cash deposits 42 394
Interest payable on borrowings (2,661) (2,966)
Unwinding of discount on deferred consideration (142) (325)
Fair value gain/(loss) on financial instruments – interest rate collar 268 (1,595)
(2,493) (4,492)
42
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 42 6. Staff numbers and costs
Staff costs (including directors) charged to cost of sales during the year were as follows:
2009 2008
£’000 £’000
Wages 16,878 13,961
Social security costs 1,568 1,393
18,446 15,354
Staff costs (including directors) charged to overheads during the year were as follows:
2009 2008
£’000 £’000
Wages 9,848 9,186
Social security costs 1,104 1,112
Pension costs 77 42
Share based payments 405 518
11,434 10,858
The average number of employees of the Group during the year was:
2009 2008
No No
Production 610 892
Administration 155 153
765 1,045
43
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 43 6. Staff numbers and costs (continued)
Directors’ emoluments for the year ended 31 December 2009 are detailed below:
Total
remuneration
Year Ended
31 December
Salaries/Fees Bonuses Benefits 2009
££££
Executive Directors
Nicholas Southgate 259,833 35,000 1,669 296,502
Jonathon Kemp 175,346 20,000 566 195,912
Eileen Gallagher 171,577 – 598 172,175
Brian Park* 100,086 – 479 100,565
Nicholas Powell 166,550 45,000 1,669 213,219
Peter Casely-Hayford* 75,326 – 869 76,195
Chris Bonney 138,173 47,500 1,710 187,383
Alexander Graham 154,032 20,202 22,736 196,970
Claire Hungate** 81,306 20,507 4,205 106,018
Tim Carter** 54,642 – 400 55,042
Non-executive Directors
David Kogan
▲
21,603 – – 21,603
Katherine Innes-Kerr
◆
13,000 – – 13,000
Heather Rabbatts 
†
33,231 – – 33,231
Coline McConville
†
19,385 – – 19,385
Marc Watson
†
13,846 – – 13,846
Total 1,477,936 188,209 34,901 1,701,046
* Resigned from the board 22 July 2009. Remuneration is disclosed for the period from 1 January to 22 July 2009.
** Appointed to the board 22 July 2009. Remuneration is disclosed for the period from 22 July to 31 December 2009.
▲ Resigned from the board 10 June 2009. Remuneration is disclosed for the period from 1 January to 10 June 2009.
◆ Appointment to the board was up for renewal 18 March 2009. She was not re-appointed.
† Appointed to the board 10 June 2009. Remuneration is disclosed for the period from 10 June to 31 December 2009.
44
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 44 6. Staff numbers and costs (continued)
Directors’ emoluments for the year ended 31 December 2008 are detailed below:
Total
remuneration 
Year Ended
31 December
Salaries/Fees Bonuses Benefits 2008
££££
Executive Directors
Nicholas Southgate 215,375 – 520 215,895
Jonathon Kemp 165,375 – 318 165,693
Eileen Gallagher 165,375 – 450 165,825
Brian Park 165,375 – 683 166,058
Ann McManus* 16,448 – – 16,448
Maureen Chadwick* 16,448 – – 16,448
Nicholas Powell 165,375 50,000 1,818 217,193
Peter Casely-Hayford 135,000 – 1,605 136,605
Chris Bonney 147,673 – 1,359 149,032
Alexander Graham 135,737 – 2,588 138,325
Non-executive Directors
Katherine Innes Kerr** 60,000 – – 60,000
David Kogan 35,000 – – 35,000
Total 1,423,181 50,000 9,341 1,482,522
* Resigned from the board 6 February 2008. Remuneration is disclosed for the period from 1 January 2008 to 5 February
2008.
** Appointment to the board was up for renewal 18 March 2009. She was not re-appointed.
Directors’ Pensions Entitlements
The Group has made pension contributions on behalf of Alexander Graham totalling £20,560 (2008:
£2,578), and Claire Hungate £3,916 (2008: £nil).
Share Options
No share options (2008: Nil) were exercised in the period by directors.
Key Management
The Group considers the key management and personnel to be represented by the board of directors.
Staff costs relating to key management charged during the year were as follows:
2009 2008
£’000 £’000
Salaries and other short term employee benefits 1,701 1,482
Share based payments 289 170
1,990 1,652
45
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 45 7. Tax expense
The taxation charge represents:
2009 2008
£’000 £’000
Tax charge – Profit or loss
Current tax:
Corporation tax 2,694 1,775
Overseas taxation 610 528
Adjustments in respect of prior years 34 (1,006)
Total current tax 3,338 1,297
Deferred tax:
Origination and reversal of temporary differences (427) 234
Adjustments in respect of prior years 67 924
Total deferred tax (360) 1,158
Total tax charge – Profit or loss 2,978 2,455
Tax (credit)/charge – reserves/equity
Current tax:
Share based payments – –
Deferred tax
Share based payments (10) 39
Total tax (credit)/charge – reserves/equity (10) 39
46
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 46 7. Tax expense (continued)
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The differences
are explained below:
2009 2008
£’000 £’000
Profit before tax 9,774 7,857
Profit before tax multiplied by the average standard rate of corporation tax
in the UK of 28% (2008 : 28.5%) 2,736 2,239
Effects of
Expenses not deductible for tax purposes 153 175
Deferred tax not previously recognised (89) –
Transfer pricing adjustments – 31
Losses not recognised – 24
Film tax credit – (126)
Marginal relief (2) (8)
Difference in overseas tax rates 118 214
Impact of amounts not recognised in deferred tax (39) (12)
Net adjustments in respect of prior periods 101 (82)
Total tax charge for year 2,978 2,455
Comprising
Deferred tax (credit)/charge (360) 1,158
Current tax charge 3,338 1,297
Effective tax rate 30.5% 31.2%
8. Earnings per share
Basic earnings per share are calculated by dividing the earnings attributable to ordinary shareholders by the
weighted average number of ordinary shares in issue during the period. The weighted average number of
shares has been adjusted for the issue of shares during the year and for own shares held in trust.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to
assume conversion for all dilutive potential ordinary shares. These represent shares issued to satisfy
deferred consideration and share options granted to employees where the exercise price is less than the
average market price of the Company’s ordinary shares.
The table below sets out the adjustments in respect of diluted potential ordinary shares:
2009 2008
Number of Number of
shares shares
Weighted average number of shares used in basic earnings 
per share calculation 82,431,039 78,886,358
Dilutive impact of share options, shares plans and deferred consideration 3,909,615 868,464
Weighted average number of shares used in diluted earnings 
per share calculation 86,340,654 79,754,822
The adjusted EPS has been calculated to reflect the underlying profitability of the business by excluding
the effect of amortisation of intangible assets arising on business combinations, discounting deferred
consideration, fair value loss/(gain) on financial instruments and exceptional items.
47
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 47 8. Earnings per share (continued)
The diluted adjusted earnings per share calculation has been made to allow shareholders to gain a better
understanding of the trading performance of the Group. It is based on the diluted earnings per share
calculation above except that profits are adjusted for the same items above as follows:
2009 2008
£’000 £’000
Profit on ordinary activities after taxation attributable to shareholders 6,796 5,402
Amortisation of intangible assets 1,976 2,167
Exceptional items 409 –
Unwinding of discount on deferred consideration 142 325
Fair value (gain)/loss on financial instruments. (268) 1,595
Taxation impact of above items (520) (1,053)
Adjusted profit on ordinary activities after taxation 8,535 8,436
2009 2008
Pence Pence
Basic earnings per share 8.25p 6.85p
Diluted earnings per share 7.87p 6.77p
Adjusted basic earnings per share 10.36p 10.69p
Adjusted diluted earnings per share 9.89p 10.58p
9. Goodwill
Total
£’000
Cost
At 1 January 2008 61,537
Adjustments in the year (231)
At 1 January 2009 61,306
Additions 1,000
At 31 December 2009 62,306
48
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 48 9. Goodwill (continued)
Goodwill arising on acquisition after the date of transition to IFRS is attributable to operational synergies
and earnings potential expected to be enjoyed over the longer term. The main changes in carrying
amounts of goodwill result from the revisions to deferred consideration as shown below:
Movement Movement
in deferred in deferred 
2007 consideration 2008 consideration 2009
£’000 £’000 £’000 £’000 £’000
Twenty Twenty Television Limited 14,934 (891) 14,043 – 14,043
Outright Distribution Limited 2,269 6 2,275 – 2,275
Wall to Wall Holdings Limited 16,394 654 17,048 1,000 18,048
Ricochet Limited 27,940 – 27,940 – 27,940
At 31 December 61,537 (231) 61,306 1,000 62,306
An impairment review has been conducted by management in the year. The recoverable amount of each
of the cash generating units was determined based on value-in-use calculations, using actual operating
results and a one year’s detailed forecast, followed by an extrapolation of expected cash flows at a growth
rate of 2.25% at a pre-tax discount rate of 10.1% for 25 years. Detailed forecasts are generally appropriate
for one year due to the short term nature of the commissioning market. The 25 year period is deemed to
be appropriate given it relates to the infinite life of the companies. The Directors believe that a reasonable
change in the estimates would not result in an impairment.
During the year Wall to Wall Holdings Limited achieved higher than expected EBITDA leading to the
recognition of the super earn out of £1 million. This was paid on 21 October 2009 based on results for the
year ending 30 June 2009.
49
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 49 10. Intangible assets
Format
Other Customer Format rights
Programme Intangible Trade- relation- rights recom-
Assets Assets marks ships backlog misions Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2008 19,686 1,320 5,051 6,100 1,246 1,194 34,597
Additions 6,600 250 –––– 6,850
Fully amortised assets (1,288) ––––– (1,288)
At 1 January 2009 24,998 1,570 5,051 6,100 1,246 1,194 40,159
Additions 7,495 252 –––– 7,747
Fully amortised assets (300) (55) –––– (355)
At 31 December 2009 32,193 1,767 5,051 6,100 1,246 1,194 47,551
Amortisation
At 1 January 2008 (9,270) (413) (46) (248) (76) (114) (10,167)
Amortisation (4,413) (158) (337) (610) (623) (597) (6,738)
Fully amortised assets 1,288 ––––– 1,288
At 1 January 2009 (12,395) (571) (383) (858) (699) (711) (15,617)
Amortisation (4,425) (180) (337) (610) (547) (483) (6,582)
Fully amortised assets 300 28 –––– 328
At 31 December 2009 (16,520) (723) (720) (1,468) (1,246) (1,194) (21,871)
NBV
At 1 January 2008 10,416 907 5,005 5,852 1,170 1,080 24,430
At 1 January 2009 12,603 999 4,668 5,242 547 483 24,542
At 31 December 2009 15,673 1,044 4,331 4,632 – – 25,680
Other intangible assets relate to development costs on potential productions and website development
cost; these are internally generated assets and are not considered material for separate disclosure.
The carrying value of all intangible assets is reviewed bi-annually for impairment based on the assumptions
made at the date of acquisition regarding the useful economic lives of the assets. See intangible assets
accounting policy for further details of assumptions.
50
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 50 11. Property, plant and equipment
Fixtures &
fittings
£’000
Cost
At 1 January 2008 1,958
Additions 511
Disposals (46)
At 1 January 2009 2,423
Additions 628
Disposals (261)
At 31 December 2009 2,790
Depreciation
At 1 January 2008 (555)
Provided in the year (637)
On disposals 39
At 1 January 2009 (1,153)
Provided in the year (554)
On disposals 240
At 31 December 2009 (1,467)
Net book value at 31 December 2009 1,323
Net book value at 31 December 2008 1,270
Net book value at 31 December 2007 1,403
51
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 51 12. Trade and other receivables
2009 2008
£’000 £’000
Trade receivables 9,676 9,655
Other receivables 502 831
Prepayments and accrued income 6,719 8,225
16,897 18,711
The age of financial assets past due but not considered impaired is as follows:
2009 2008
£’000 £’000
Not more than 3 months 1,943 1,207
More than 3 months but less than 6 months 215 484
More than 6 months but less that 1 year 191 80
More than 1 year 138 62
2,487 1,833
Movement on the Group provision for trade receivables is a follows:
2009 2008
£’000 £’000
Provision for receivables at beginning of year 4 160
Reduction in provision in the year (4) (156)
Provision for receivables at end of year – 4
The release of the provision for receivables has been taken through profit or loss. The other classes within
trade and other receivables do not contain impaired assets. The provision during the year related to
receivables considered unlikely to be recovered. The maximum exposure to credit risk at the reporting
date is set out below. The Group does not hold any collateral as security.
The Group’s maximum exposure to credit risk is detailed below:
2009 2008
£000 £’000
Cash and cash equivalents 17,516 8,953
Trade receivables 9,676 9,655
Other receivables 502 831
Accrued Income 5,875 7,552
Total 33,569 26,991
52
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 52 13. Deferred taxation
Deferred tax provided for in the financial statements is set out below:
Analysis of opening liability
2009 2008
£’000 £’000
Opening liability 4,822 3,625
Deferred tax charge for year recognised through profit or loss (360) 1,158
Deferred tax (credit)/charge for year recognised in other comprehensive income (10) 39
Closing liability 4,452 4,822
Analysis of closing liability
Accelerated capital allowances (110) (178)
Film assets 2,795 2,495
Losses carried forward (146) –
Customer relationships 2,508 3,062
Share options (295) (126)
Timing differences relating to losses on financial derivatives (371) (455)
Other temporary differences 71 24
4,452 4,822
There are no temporary differences associated with investments in subsidiaries, branches and associates
and interests in joint ventures, for which deferred tax liabilities have not been recognised. (2008: £nil)
14. Current liabilities
2009 2008
£’000 £’000
Bank loan and overdraft (note 17) 11,251 11,266
Loan notes 500 –
Trade and other payables 4,032 2,433
Current tax payables 540 15
Accruals and deferred income 23,622 16,442
Deferred consideration on acquisition of subsidiary (note 16) – 4,327
39,945 34,483
The bank loans and overdraft are secured by a fixed and floating charge over the Group’s assets.
The directors consider that the carrying amounts of trade and other payables approximate to fair value.
15. Non-current liabilities
2009 2008
£’000 £’000
Bank loan 14,255 21,337
Deferred tax liabilities 4,452 4,822
Derivatives and financial instruments (note 17) 1,327 1,595
20,034 27,754
53
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 53 16. Deferred consideration on the acquisition of subsidiaries
Current Non current
liabilities liabilities Total
£’000 £’000 £’000
Opening balance at 1 January 2008 1,311 5,574 6,885
Paid in the year (1,311) (1,572) (2,883)
Unwinding of discount on deferred consideration – 325 325
Transfer to current from non current liabilities 4,327 (4,327) –
Opening balance at 1 January 2009 4,327 – 4,327
Additions in the year 1,000 – 1,000
Unwinding of discount on deferred consideration 142 – 142
Paid in the year (5,469) – (5,469)
Closing position at 31 December 2009 – – –
17. Financial Instruments
Financial assets by category
The group considered the following to be financial assets, all of which are classified as loans and
receivables:
2009 2008
£’000 £’000
Assets per balance sheet:
Trade and other receivables 16,053 18,038
Cash and cash equivalents 17,516 8,953
33,569 26,991
The directors consider that the carrying amount of trade and other receivables approximates to their fair
value.
Financial liabilities by category
The group considers the following to be financial liabilities:
2009 2008
£’000 £’000
Liabilities per balance sheet:
Trade and other payables (13,701) (17,007)
Bank loan and overdraft (25,506) (32,603)
Loan notes (500) –
Derivatives (1,327) (1,595)
(41,034) (51,205)
All balances are classified at amortised cost apart from the interest rate collar which is at fair value through
the profit and loss.
54
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 54 17. Financial Instruments (continued)
Interest rate collar
Interest
rate collar
£’000
Opening position at 1 January 2008 –
Charge for the year 1,595
Opening position at 1 January 2009 1,595
Credit for the year (268)
Closing position at 31 December 2009 1,327
The year end balance of the interest rate collar is split over the life of the trade in the proportions as
follows: £966,000 less than one year (2008: £785,000), £250,000 between 1 to 2 years (2008: £469,000),
and the balance of £111,000 in 2 to 5 years (2008: £341,000).
The full fair value of the interest rate collar is classified as a non-current liability as the remaining maturity
of the hedged item is more than twelve months.
The Group is exposed to market risk through its use of financial instruments and specifically to currency
risk, interest rate risk and certain other price risks, which result from both its operating and investing
activities. The Group’s risk management is coordinated at its headquarters, in close co-operation with the
Board, and focuses on actively securing the Group’s short to medium term cash flows by minimising the
exposure to financial markets. Long term financial investments are managed to generate lasting returns.
The Group does not actively engage in the trading of financial assets for speculative purposes nor does it
write options. The most significant financial risks to which the Group is exposed are described below.
The table below analyses the Group’s non derivative financial liabilities based on contractual undiscounted
cash flows as at 31 December 2009 and 31 December 2008.
Less than One to Two to
one year two years five years TOTAL
£’000 £’000 £’000 £’000
31 December 2009
Borrowing principal payments 6,707 7,000 12,484 26,191
Interest payments 858 1,069 846 2,773
Loan notes 500 – – 500
Trade payables 1,238 – – 1,238
Other payables 13,003 – – 13,003
31 December 2008
Production Funding 1,500 – – 1,500
Borrowing principal payments 6,928 6,943 17,710 31,581
Interest payments 1,455 1,224 1,525 4,204
Trade payables 1,702 – – 1,702
Other payables 15,305 – – 15,305
As at 31 December 2009, there is a working capital loan (Facility B) of £4,498,560 (2008: £2,945,360) which
is repayable on demand as per the loan agreement. Within the table above the full amount is included in
less than one year, within other payables.
55
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 55 17. Financial Instruments (continued)
The bank loans and overdraft are secured by a fixed and floating charge over the Group’s assets.
Facility A of £32m was drawn on 29 November 2007 and is repayable over 5 years. The terms of the
arrangement were renegotiated on 6 February 2009. Interest is payable at 2.75% over Libor and additional
interest payments are due from the structured interest rate collar in place over the facility up to a
maximum of 5.75%. For the 12 months ended 31 December 2009 interest was paid at an effective rate
5.75% (2008: 5.71%). Facility B was also renegotiated on 6 February 2009 and is renegotiable on an annual
basis. Interest is payable at 2.5% over Libor.
The Loan Notes were issued on 2 Oct 2009 and they are redeemable six months after issue date up to a
final maturity date two years after issue.
Treasury policy and financial risk management
The Group Treasury department operates within risk management policies approved by the Board and its
procedures are reviewed regularly. Major transactions are authorised outside the department at the
requisite level, and there is an appropriate segregation of duties. Frequent reports are made to the
Commercial and Financial Director and regular reports are prepared for the Board.
The Group’s financial instruments, in addition to derivatives, are made up of borrowings, cash and liquid
resources and other items such as receivables and payables that arise directly from its operations.
In order to manage the interest rate and currency risk arising from the Group’s operations and financing,
the Group Treasury department also enters into derivative transactions. These are mainly interest rate
collars and forward currency contracts. Currently all the open derivatives at the 31 December 2009 do not
meet the IAS 39 ‘Financial Instruments: Recognition and Measurement’ criteria to be effective hedges.
Consequently variations in value are reflected through profit or loss of the Group’s policy not to engage in
speculative transactions.
The main risks are liquidity/funding risk, interest rate risk and foreign currency risk.
Liquidity/funding risk
The Group finances it operations through a mixture of advances from broadcasters, retained profit and
bank borrowings, The Group has a working capital facility to finance production costs where broadcasters
do not provide advances.
The Group’s objective is to secure continuity of funding at a reasonable cost. The Group seeks to manage
financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets
safely and profitably. The Group manages liquidity risk by a combination of controls:
– Regular reviews at Board level of cash flow projections, headroom position in respect of banking
facilities and adherence to parameters within the loan covenants;
– Maintaining reasonable gearing levels across the Group; and
– Ensuring short term borrowing facilities are readily accessible for short term flexibility.
The Group will continue to use a range of ratios to monitor and manage its finances. These include
interest cover of EBITDA, net debt to operating profit and cash flow to debt measures. At 31 December
2009 the total facility available amounted to £29.7m, £21.7m on facility A and £8m on facility B, (2008:
£36.6m, £28.6m on facility A and £8m on facility B).
56
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 56 17. Financial instruments (continued)
Interest rate risk
Bank borrowings are mostly held at variable interest rates based on relevant London Interbank Offered
Rate (LIBOR) to the reference drawdown period. Borrowings to finance production costs are held at either
variable interest rates based on Barclay’s bank rate or as a fixed fee as part of a co-producer agreement.
Interest income and costs are dependent upon the funding requirements of the Group and the prevailing
market interest rates. The Group’s exposure to interest rate fluctuations on its borrowings is managed by
entering into structured collar agreements offsetting borrowings on a floating rate basis.
This caps the highest level of LIBOR interest at 5.75%. If LIBOR falls below 3.99% interest is payable at
double the difference between LIBOR and 3.99% up to a maximum of 5.75%.
As the group hedges interest with an interest collar it is not significantly sensitive to changes in interest
rates from the perspective of interest payments to the bank. However the fair value of the interest rate
collar is sensitive to changes in interest rate. A 1% decrease in LIBOR would lead to a £390,000 decrease in
the fair value of the interest rate collar liability. A 1% increase in LIBOR would lead to a £360,000 increase
in the fair value of the interest rate collar liability. As the interest rate collar does not meet the criteria in
IAS 39 ‘Financial Instruments: Recognition and Measurement’ to be an effective hedge, these movements
will be recognised through profit or loss.
Financial assets
The Group’s financial assets comprise cash held in current accounts on which interest is receivable at a rate
of 0.1%
The other financial assets are not interest bearing.
Currency risk
The Group is based in the UK and has investments in overseas operations. The most significant currencies
for the Group are the US dollar and the Euro.
The Group has overseas subsidiaries operating in the USA whose revenue and expenses are denominated
in US dollars. On occasions where the Group is anticipating receipts in excess of expenses, forward
contracts are put into place.
In addition about 78% of the Group’s sales from exploitation of programme rights are to customers in
continental Europe and other foreign markets. These sales are priced and invoiced either in the currencies
of the customers involved or in US Dollars. Where the Group has receivables denominated in US Dollars
from the exploitation of programme rights, forward contracts are set up as far as it is practicable in respect
of timing of receipts. The Group’s policy on routine transactional conversions between currencies (for
example, the collection of receivables, and the settlement of payables or interest) is that these should be
completed at the relevant spot exchange rate. The majority of our operations are domestic within the
country of operation. No unremitted profits are hedged with foreign exchange contracts, as the Group
judges it inappropriate to hedge non-cash flow translational exposure with cash flow instruments.
Interest rate profile of financial assets and liabilities
The table on the following page shows the extent to which the Group has monetary assets and liabilities in
currencies other than pounds sterling. Foreign exchange rate differences on retranslation of these assets
and liabilities are taken to through profit or loss for the Group unless they relate to a foreign subsidiary, in
which case the retranslation is taken to other comprehensive income of the Group. See accounting policy
(b) and (c) on foreign currency translation.
57
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 57 17. Financial instruments (continued)
2009 2008
£’000 £’000
Net foreign currency monetary assets:
US Dollar 6,535 7,639
Euro 561 –
Australian Dollar 436 –
Canadian Dollar 313 7
7,845 7,646
The amounts shown in the table above take into account the effect of any forward contracts entered into
to manage these currency exposures. The fair value of open foreign exchange contracts are not material at
31 December 2009 (2008: immaterial) and have therefore not been disclosed separately on the balance
sheet.
The Group’s balance sheet and net profit is sensitive to the year end foreign exchange rates as a result of
the UK operations within the above assets being denominated in currencies other than sterling. Sensitivity
analysis on the retranslation of the year end monetary assets within the balance sheets of the UK
subsidiaries shows that a 10% increase or decrease in the year end foreign exchange rates would lead to a
£872,000 increase or decrease in the net profit. There are foreign currency transactions which took place
during the year both in the US subsidiaries as well as the rest of the Group. Whilst the above sensitivity has
ignored the impact of these transactions through the year, the foreign exchange movements are carefully
monitored and where appropriate foreign exchange contracts are entered in to in order to mitigate the
risk.
Counterparty risk
The Group’s risk of loss on deposits or derivative contracts is limited to the lender bank and it is managed
by use of counterparty limits. These limits are approved by the Chief Financial Officer guidelines approved
by the Board.
Credit risk
Credit risk arises from cash and cash equivalents, derivative financial instruments, deposits with bank and
financial institutions and accounts receivable. The Group does not have exposure to a high concentration
of credit risk from any single customer. The Group’s exposure to credit related losses, in the event of non-
performance by counterparties to financial instruments, is mitigated by limiting exposure to any one party
of instrument and ensuring only counterparties with defined credit risk parameters are used.
Capital Risk Management
The Group monitors capital on the basis of net debt to capital which comprises all components of equity
(i.e. share capital, share premium, own shares held in trust, retained earnings, and share options). Net debt
is calculated as total borrowings less cash and cash equivalents.
The Group’s objectives when maintaining capital are:
• to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide
returns for shareholders and benefits for other stakeholders, and
• to provide an adequate return to shareholders by managing an optimum capital structure to reduce
the cost of capital whilst taking into account the level of risk.
58
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 58 17. Financial instruments (continued)
The Group manages its capital structure and makes adjustments to it in the light of changes in economic
conditions and the risk characteristics of the underlying assets. The Group places funds which are not
required in the short term on deposit at the best interest rates it is able to secure from its bankers.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, issue new shares, or review the loan facilities that are in place.
The net debt to capital ratios at 31 December 2009 and at 31 December 2008 were as follows:
2009 2008
£’000 £’000
Loans and borrowings 25,506 32,603
Less: cash and cash equivalents (17,516) (8,953)
Add: Production cash 12,895 4,904
Net debt 20,885 28,554
Total equity 63,521 52,545
Debt to capital ratio 33% 54%
18. Share Capital
The share capital of Shed Media plc consists of ordinary shares with a par value of 0.1p each. All shares are
equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’
meetings.
2009 2008
£’000 £’000
Allotted called up and fully paid
85,966,967 ordinary shares of 0.1p each (2008: 79,716,561) 86 80
Authorised
105,000,000 ordinary shares at 0.1p each (2008: 105,000) 105 105
A summary of movements from 1 January 2008 is detailed below:
No of Shares
At 1 January 2008 78,970,292
16 September 2008 issue of shares for Outright Limited earn out 746,269
At 31 December 2008 79,716,561
17 June 2009 issue of shares of scrip dividend 965,432
28 September 2009 issue of shares for Wall to Wall Earn Out 5,237,127
29 September 2009 issue of shares following share plan issue 47,847
At 31 December 2009 85,966,967
59
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 59 19. Share options
At 31 December 2009 the Group has a share option scheme for directors and employees. Details of
options granted are as follows:
At At
31 December 31 December
2008 2009
options over Granted Exercised Forfeited options over Date from
ordinary shares in the during the during the ordinary shares which Expiry Exercise
of 0.1p each year year year of 0.1p each exercisable Date Price
57,000 – – – 57,000 14/03/05 14/03/15 0.1p
179,959 – – – 179,959 14/03/07 14/03/15 88p
179,959 – – (21,591) 158,368 14/03/08 14/03/15 88p
47,874 – (47,874) – – 01/05/05 01/05/15 0.1p
25,000 – – – 25,000 25/11/07 25/11/15 88p
25,000 – – – 25,000 25/11/08 25/11/15 88p
28,500 – – – 28,500 25/05/08 25/05/15 125.5p
28,500 – – – 28,500 25/05/09 25/05/16 125.5p
185,000 – – – 185,000 25/11/07 25/11/16 107p
60,250 – – – 60,250 28/12/08 28/12/17 155p
60,250 – – – 60,250 28/12/09 28/12/18 155p
877,292 – (47,874) (21,591) 807,827
At 31 December 2008 the Group has a share option scheme for directors and employees. Details of
options granted are as follows:
At At
31 December 2007 31 December 2008
options over options over Date from
ordinary shares Granted in ordinary shares which Expiry Exercise
of 0.1p each the period of 0.1p each exercisable Date Price
57,000 – 57,000 14/03/05 14/03/15 0.1p
179,959 – 179,959 14/03/07 14/03/15 88p
179,959 – 179,959 14/03/08 14/03/15 88p
47,874 – 47,874 01/05/05 01/05/15 0.1p
25,000 – 25,000 25/11/07 25/11/15 88p
25,000 – 25,000 25/11/08 25/11/15 88p
28,500 – 28,500 25/05/08 25/05/15 125.5p
28,500 – 28,500 25/05/09 25/05/16 125.5p
185,000 – 185,000 25/11/07 25/11/16 107p
60,250 – 60,250 28/12/08 28/12/17 155p
60,250 – 60,250 28/12/09 28/12/18 155p
877,292 – 877,292
The weighted average exercise price at the end of year was 99p (2008: 93p).
The weighted average share price (at the date of exercise) of options exercised during the year was 86p
(2008: nil).
The weighted average exercise price of options forfeited in the year was 88p (2008: nil).
60
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 60 The exercise price of options outstanding at the end of the year ranged between 0.1p and 155p (2008: 0.1p
and 125.5p) and their remaining weighted average contractual life was 6.2 years (2008: 7.1 years)
A charge has been made in the year of £12,000 (2008: £42,000) to reflect the fair value to the Group of
issuing employee share options. This charge has been calculated by applying a fair value to the options
issued and spreading the charge equally over the vesting period, which is typically 3 years from issue. The
fair value has been calculated using the Black-Scholes model and the weighted average inputs.
The charge for the year was calculated using the Black-Scholes option pricing model using the following
inputs:
31 December 31 December
2009 2008
Expected volatility 23.9% 23.9%
Expected Life (years) 5 5
Risk Free Rate 5.4% 5.4%
Expected dividends £Nil £Nil
Expected volatility was determined by calculating the historical volatility of the Group’s share price from
listing on 29 March 2005 to the date of grant of the options. The expected life used in the model has been
adjusted based on management’s best estimate, for the effects of non-transferability, exercise restrictions
and behavioural considerations.
A risk free rate of 5.4 per cent was used, which reflects the interest rate that it is assumed can be obtained
by investing in financial instruments with no default risk.
Own shares held in trust
On 17 August 2008 the Group purchased £450,000 of its own shares. This equated to 456,496 shares with
a purchase value of 98.5p.
Share Plan (SP)
At 31 December 2009 the following shares were granted through the Share Plan.
Date of Grant
Exercise No of
Price shares
1 September 2005 0p 255,046
1 September 2006 0p 201,450
1 September 2008 0p 495,082
1 January 2009 0p 1,032,942
The fair value of the share plan shares is equal to the market value of the shares at the date of issue.
Shares are available from 3 years from the date of grant at the option of the holder, and the charge for the
year was also calculated based on the Black-Scholes pricing model.
31 December 31 December
2009 2008
Weighted average share
price at grant date 61p 92p
Exercise price £nil £nil
61
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 61 19. Share options (continued)
A charge has been made in the year of £393,000 (2008: £475,000) to reflect the fair value to the Group of
issuing the performance share plan shares.
The share price at 31 December 2009 was 88p and the highest and the lowest share prices during the year
ended 31 December 2009 were 88.5p and 59.5p respectively.
20. Share premium account
£’000
At 1 January 2008 28,241
Shares allotted in the year 499
At 1 January 2009 28,740
Shares allotted in the year 5,140
At 31 December 2009 33,880
21. Capital commitments
The Group and Company had no capital commitments at 31 December 2009 or 31 December 2008.
22. Related party transactions
During the year the Group issued Alexander Graham with loan notes of £357,000 in relation to the Wall to
Wall Holdings Limited earn out (2008: £nil). The 2009 balance was outstanding at the year end and is due
to be paid on the 2nd April 2010.
At 31 December 2008 there was an outstanding amount of £466,456 due to Alexander Graham which was
due to additional consideration relating to an acquired tax asset on the Wall to Wall Holdings Limited
acquisition. The full balance was paid during the year ended 31 December 2009.
Claire Hungate is a Director of Brand Events Limited in which the Group also hold a 22.5% stake. During
the year the Group participated in a joint venture with Brand Events Limited, which was conducted on
normal trading terms except that the debtor will not be recovered until the joint venture event is profit
making. There were no transactions in the year ended 31 December 2009 (2008 sales: £42,658, 2008
revenue share £42,658 loss) and at the year end there was an outstanding debtor balance owed to the
group of £88,167 (2008: £88,167).
During the year the Group issued Claire Hungate with loan notes of £19,625 in relation to the Wall to Wall
Holdings Limited earn out (2008: £nil).
62
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 62 23. Leasing commitments
The minimum lease rentals to be paid under non cancellable operating leases at 31 December 2009 was as
follows:
Land and Land and
buildings Buildings
2009 2008
£’000 £’000
In one year or less 744 790
Between one and five years 1,008 1,890
In five years or more 165 259
1,917 2,939
24. Sale and leaseback transactions
The Group has entered into various sale and leaseback transactions on television programmes. Amounts
are held on deposit accounts as a result of these transactions and comprise money to provide for the
discharge of future leasing liabilities. The banks with which these sums are deposited have given guarantees
to the lessors in respect of lease liabilities. A liability would only crystallise upon the failure of the bank
holding the deposit. This is considered remote and therefore these balances have not been included with
in the Group’s balance sheet. The amounts involved are as follows:
2009 2008
£’000 £’000
Amounts held on deposit 15,787 17,997
Less: loans outstanding (15,787) (17,997)
The maturity of the above amount is as follows:
Less than one year 2,210 2,210
Two to five years 9,621 9,621
Over five years 3,956 6,166
15,787 17,997
63
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 63 Company number: 03617464
Notes 2009 2008
£’000 £‘000
Fixed assets
Tangible assets 3 951 915
Investments 4 79,499 78,499
80,450 79,414
Current assets
Debtors 5 1,909 3,950
Cash at bank and in hand 979 642
2,888 4,592
Creditors: amounts falling due within one year 6 (20,426) (15,095)
Net current liabilities (17,538) (10,503)
Total assets less current liabilities 62,912 68,911
Creditors: amounts falling due after 
more than one year 7 (14,255) (21,337)
Provisions for liabilities 8 – (4,279)
Net assets 48,657 43,295
–––––––– ––––––––
–––––––– ––––––––
Capital and reserves
Called up share capital 9 86 80
Share premium account 10 33,880 28,740
Share option reserve 1,326 971
Own shares held in trust (450) (450)
Profit and loss account 11 13,815 13,954
Equity shareholders’ funds 48,657 43,295
–––––––– ––––––––
–––––––– ––––––––
The financial statements were approved on behalf of the Board of Directors and authorised for issue on 6
April 2010 and signed on its behalf by:
Jonathon Kemp Nick Southgate
Chief Financial Officer Chief Executive Officer
The accompanying accounting policies and notes form an integral part of these financial statements.
64
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Company Balance Sheet
As at 31 December 2009
131165 Shed Productions Pt2  21/5/10  6:20 pm  Page 64 Accounting policies
The principal accounting policies, which have been consistently applied in the Company’s financial
information throughout the period under review, are as follows:
Basis of accounting
The financial information has been prepared under the historical cost convention and in accordance with
applicable accounting standards in the United Kingdom.
Development Expenditure
Development expenditure has been written off as incurred, unless the Directors are satisfied as to the
technical, commercial and financial viability of individual projects. In this situation, the development
expenditure is deferred.
Tangible fixed assets
Tangible fixed assets are stated at historical cost.
Depreciation is provided on all tangible fixed assets at rates calculated to write each asset down to its
estimated residual value evenly over its expected useful life, as follows:
Fixtures, fittings & equipment 25% straight line
Computer equipment 33% straight line
These assets are collectively shown as fixtures and fittings in note 3 to the Company financial statements.
Operating Leases
Rental payments under operating leases are charged to the profit and loss account on a straight line basis
over the period of the lease.
Going Concern
The Directors regularly review that the Company has adequate resources to continue in operational
existence for the foreseeable future, and that it is therefore appropriate to adopt the going concern basis
in preparing the Financial Statements. See corporate governance statement for additional information.
Investments
Fixed asset investments are stated at cost less any provision for diminution in value.
Foreign currencies
Assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange
ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of
exchange ruling at the date of the transaction. Exchange differences are taken to the profit and loss
account for the year.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the
balance sheet date where transactions or events that result in an obligation to pay more tax in the future
or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are
differences between the Company’s taxable profits and its results as stated in the financial statements that
arise from the inclusion of gains and losses in tax assessments in periods different from those in which they
are recognised in the financial statements.
65
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Company Accounting Policies
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 65 Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing
differences are expected to reverse, based on tax rates and laws that have been enacted or substantively
enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.
Deferred Consideration
Where the deferred consideration is dependent upon future trading performance, an estimate of the
present value of the likely consideration payable is made. This contingent deferred consideration is re-
assessed annually and a corresponding adjustment is made to investment arising on acquisition. The
difference between the present value and the total amount payable at a future date gives rise to a finance
charge which is charged to the profit and loss account and credited to the liability over the period in which
the consideration is deferred.
Deferred financing costs
Bank arrangement fees and associated legal costs are amortised over the term of the debt facility.
Share-based payment
Equity settled share-based payments are measured at fair value at the date of grant. The fair value
determined at the grant date of equity-settled share-based payments is expensed on a straight-line basis
over the vesting period, based on the Company’s estimate of shares that will eventually vest. The fair value
is measured by use of the Black-Scholes option pricing model. The expected life used in the model has
been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise
restrictions and behavioural considerations.
66
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Company Accounting Policies (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 66 1. Profit for the financial year
The Company has taken advantage of section 408 of the Companies Act 2006 and has not included its
own profit and loss account in these financial statements. The Group profit for the year includes a profit
after dividends received of £802,000 (2008: £6,538,000 profit) in relation to the Company. (This does not
include the movement in the interest rate collar of £268,000 gain (2008: (£1,595,000 loss)), which is an IFRS
adjustment and therefore not applicable under UK GAAP.)
2. Dividends
2009 2008
£’000 £’000
Equity dividends
Paid during the year (991) (869)
Received during the year 4,400 –
3. Tangible fixed assets
Fixtures & fittings
£’000
Cost
At 1 January 2009 1,531
Additions 198
At 31 December 2009 1,729
Depreciation
At 1 January 2009 616
Charge for the year 162
At 31 December 2009 778
Net book value at 31 December 2009 951
Net book value at 31 December 2008 915
4. Fixed asset investments
Interests in
subsidiary
undertakings
£’000
Cost and net book value
At 1 January 2009 78,499
Adjustments (note 9 – group accounts) 1,000
At 31 December 2009 79,499
67
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Company Financial Statement
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 67 4. Fixed asset investments (continued)
Details of principal subsidiary undertakings are below:
% Ownership
Name Principal Activity ordinary shares
Shed Productions (Productions) Limited* Television Production 100
Ricochet Limited* Television Production 100
Twenty Twenty Productions Limited* Television Production 100
Outright Distributions Limited * Distribution 100
Wall to Wall (Holdings) Limited * Television Production 100
Shed Media USA Inc** Television Production 100
Shed Media Scotland Limited * Television Production 100
* Registered in England and Wales
** Registered in United States of America.
5. Debtors
2009 2008
£’000 £’000
Trade debtors 3 320
Amounts owed by Group undertakings 1,435 2,395
Other debtors 190 335
Prepayments and accrued income 281 698
Corporation tax – 202
1,909 3,950
Other debtors include deferred tax of £134,000 (2008: £nil)
6. Creditors: amount falling due within one year
2009 2008
£’000 £’000
Bank loan 11,251 9,766
Loan notes 500 –
Trade creditors 211 10
Amounts owed to Group undertakings 6,898 4,729
Other creditors – 36
Corporation tax 1,123 –
Other taxes and social security 69 244
Accruals 374 310
20,426 15,095
For repayment and interest rate terms relating to bank loans see page 56.
68
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Company Financial Statement (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 68 7. Creditors amounts falling due after one year
2009 2008
£’000 £’000
Bank loan 14,255 21,337
Bank Loan is disclosed in detail within group notes – notes 14 and 17.
8. Provisions for liabilities
Deferred Deferred
consideration Taxation Total
£’000 £’000 £’000
Opening position 1 January 2009 4,327 (48) 4,279
Additions 1,000 – 1000
Utilised in the year (5,469) – (5,469)
Charge/(credit) to profit for the year 142 (86) 56
Transfer to current assets – 134 134
Balance at 31 December 2009 – – –
Deferred tax (asset)/liability
31 December 31 December
2009 2008
£’000 £’000
Accelerated capital allowances 17 3
Film Asset 63 59
Share Options (214) (110)
Deferred tax asset (134) (48)
(Asset)/provision at start of period (48) 6
Net deferred tax credit in profit and loss account for the period (86) (54)
Asset at end of period (134) (48)
Deferred consideration is disclosed in detail within group notes – note 16.
69
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Company Financial Statement (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 69 9. Share Capital
The share capital of Shed Media plc consists of ordinary shares with a par value of 0.1p each. All shares are
equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’
meetings
2009 2008
£’000 £’000
Allotted, called up and fully paid
85,966,967 ordinary shares of 0.1p each (2008: 79,716,561 
ordinary share of 0.1p each) 86 80
Authorised
105,000,000 ordinary shares at 0.1p each (2008:105,000,000 
ordinary shares at 0.1p each) 105 105
A summary of movements from 1 January 2008 is detailed below:
No of Shares
At 1 January 2008 78,970,292
16 September 2008 issue of shares for Outright Limited earn out 746,269
At 31 December 2008 79,716,561
17 June 2009 issue of shares of scrip dividend 965,432
28 September 2009 issue of shares for Wall to Wall Earn Out 5,237,127
29 September 2009 issue of shares following share plan issue 47,847
At 31 December 2009 85,966,967
10. Share premium
Share premium
Account
£’000
At 1 January 2009 28,740
On shares issued in the year 5,140
At 31 December 2009 33,880
70
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Notes to the Company Financial Statement (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 70 11. Reconciliation of movements in shareholders’ funds
Own
Share Share shares Profit
Called up premium option held in and loss
share capital account reserve trust account TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
Shareholders’ funds at 1 January 2008 79 28,241 453 (450) 8,285 36,608
Profit for the financial year –––– 6,538 6,538
Dividend paid (Note 2) –––– (869) (869)
Shares issued 1 499 – – – 500
Share based payment – – 518 – – 518
Shareholders’ funds at 31 December 2008 80 28,740 971 (450) 13,954 43,295
Own
Share Share shares Profit
Called up premium option held in and loss
share capital account reserve trust account TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
Shareholders’ funds at 1 January 2009 80 28,740 971 (450) 13,954 43,295
Profit for the financial year –––– 802 802
Dividend paid (Note 2) –––– (991) (991)
Shares issued 6 5,140 – – – 5,146
Share based payment – – 405 – – 405
Transfer to profit and loss account – – (50) – 50 –
Shareholders’ funds at 31 December 2009 86 33,880 1,326 (450) 13,815 48,657
12. Related party transactions
The Company has taken advantage of the exemption in FRS 8 – Related Party Transactions not to disclose
transactions between Group companies.
During the year the Group issued Alexander Graham loan notes of £357,000 in relation to the Wall to Wall
Holdings Limited earn out (2008: £nil). The 2009 balance was outstanding at the year end and is due to be
paid on the 2nd April 2010.
At 31 December 2008 there was an outstanding amount of £466,456 due to Alexander Graham which was
due to additional consideration relating to an acquired tax asset on the Wall to Wall Holdings Limited
acquisition. The full balance was paid during the year ended 31 December 2009.
Claire Hungate is a Director of Brand Events Limited in which the Group also hold a 22.5% stake. During
the year the Group participated in a joint venture with Brand Events Limited, which was conducted on
normal trading terms except that the debtor will not be recovered until the joint venture event is profit
making. There were no transactions in the year ended 31 December 2009 (2008 sales: £42,658, 2008
revenue share £42,658 loss) and at the year end there was an outstanding debtor balance owed to the
group of £88,167 (2008: £88,167).
During the year the Group issued Claire Hungate with loan notes of £19,625 in relation to the Wall to Wall
Holdings Limited earn out (2008: £nil).
71
SHED MEDIA ANNUA L REPORT & ACCOUNTS 2009
Notes to the Company Financial Statement (continued)
For the year ended 31 December 2009
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 71 We believe in open dialogue with all our stakeholders and welcome you to contact us directly.
Registered Office
2 Holford Yard
London
WC1X 9HD
Company registration number
03617464
Company Secretary
Kirsten Spurr
+44 (0)20 7239 1010
Investor Relations/Press
Nick Lyon
Hudson Sandler
+44 (0)20 7796 4133
Chairman
Heather Rabbatts
Non-Executive Directors
Heather Rabbatts
Coline McConville
Marc Watson
Bankers
Barclays Bank PLC
27 Soho Square
London W1D 3QR
Auditors
Baker Tilly UK Audit LLP
2 Bloomsbury Street
London
WC1B 3ST
72
SHED MEDIA ANNUAL REPORT & ACCOUNTS 2009
Contacts and Company information
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 72 sterling 131165
131165 Shed Productions Pt2  21/5/10  5:31 pm  Page 73 131165 Shed Productions Pt2  21/5/10  5:43 pm  Page B 131165 Shed Productions Pt2  21/5/10  5:45 pm  Page C 131165 Shed Cover Artwork  24/5/10  11:35 am  Page 3 131165 Shed Cover Artwork  24/5/10  11:35 am  Page 1