Registered number: 11343889
OVG EUROPE LIMITED
AUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 JUNE 2022
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OVG EUROPE LIMITED
REGISTERED NUMBER: 11343889
BALANCE SHEET
AS AT 30 JUNE 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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OVG EUROPE LIMITED
REGISTERED NUMBER: 11343889
BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2022
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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F Leiweke-Bodie
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The notes on pages 3 to 9 form part of these financial statements.
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OVG EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
OVG Europe Limited is a private company, limited by shares and is registered in England and Wales. The company's registration number is 11343889 and the registered office address is 55 New Bond Street, London, W1S 1DG.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
The directors have carefully reviewed the future prospects of the company and its future cash flows, which at a trading level are expected to remain negative. Nevertheless, having assessed this the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable. Relevant to this consideration is the fact that the company's ultimate parent entity has provided a letter of support that guarantees to provide the company with financial support necessary to allow them to continue to trade as a going concern and meet their financial liabilities and obligations, incurred in the ordinary course of business, as they fall due for a period of not less than 12 months from the date of signing these financial statements. Financial support includes further cash funding and not calling in intercompany debts due on demand for the foreseeable future.
For this reason the directors continue to adopt the going concern basis for the preparation of the financial statements. Accordingly, these financial statements do not include any adjustments to the carrying amount or classification of assets and liabilities that would result if the company was unable to continue as a going concern.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
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OVG EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Where a contract contains a specific act which is much more significant than others acts performed under the contract, revenue related to the act is postponed until the significant act is executed.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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OVG EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Buildings and improvements
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Costs incurred in relation to future projects which will be transferred to a joint venture vehicle are capitalised as incurred.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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OVG EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of financial statements in conformity with generally accepted accounting practice requires management to make judgements and estimates that effect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the statement of financial position date and the reported amounts of revenues and expenses during the reporting period.
In preparing the financial statements, the following judgements which have, or could have, a material impact on the financial statements were made:
Impairment of fixed assets
The progress of projects capitalised are reviewed at the period end using management and third party project reports to identify potential impairment.
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The average monthly number of employees, including the directors, during the year was as follows:
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OVG EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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Charge for the year on owned assets
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OVG EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Allotted, called up and fully paid
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100 (2021 -100) Ordinary shares of £1 each
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OVG EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £7,496. (2021: £34,849). Contributions totalling £5,014 (2021: £3,416) were payable to the fund at the balance sheet date.
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Related party transactions
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The company is claiming an exemption confirmed in paragraph 33.1A of FRS 102, Related Party Disclosures, not to disclose transactions with wholly owned member companies of the group.
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∙Post year-end, OVG Europe Ltd via OVG Hospitality Holdings Ltd (a newly incorporated 100% subsidiary of OVG Europe Limited) made two significant acquisitions in September 2022 and May 2023 for a combined acquisition price of c.£114 million funded by the US parent OVG Business Services LLC via an intercompany loan.
∙The wider impact of both acquisitions upon group size, consolidation and the P&L are being considered and cannot currently be accurately predicted.
At the year end the company's immediate parent undertaking was OVG Europe Holdings Limited, a company incorporated in England and Wales. In July 2022, following a group reorganisation, the immediate parent undertaking changed to OVG Business Services, LLC, a company incorporated in the United States of America. The registered address is 11755 Wilshire Boulevard, Los Angeles, California, 90025.
The company's ultimate parent undertaking is OVG Holdings LLC, a company incorporated in the United States of America. The registered address is 11755 Wilshire Boulevard, Los Angeles, California, 90025.
The auditor's report on the financial statements for the year ended 30 June 2022 was unqualified but drew attention by way of emphasis to the reliance on the financial support provided by the ultimate parent company as disclosed in Note 2.2 of the financial statements.
The audit report was signed on 3 November 2023 by Peter Key (Senior Statutory Auditor) on behalf of CLA Evelyn Partners Limited.
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