Company registration number 13381794 (England and Wales)
OUTERNET VENUE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
OUTERNET VENUE LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
OUTERNET VENUE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
17,128
26,727
Tangible assets
5
10,106,309
10,977,931
10,123,437
11,004,658
Current assets
Stocks
6
78,411
100,732
Debtors
7
386,744
703,699
Cash at bank and in hand
222,925
145,179
688,080
949,610
Creditors: amounts falling due within one year
8
(12,213,341)
(9,651,851)
Net current liabilities
(11,525,261)
(8,702,241)
Total assets less current liabilities
(1,401,824)
2,302,417
Creditors: amounts falling due after more than one year
9
(1,815,282)
(1,595,437)
Net (liabilities)/assets
(3,217,106)
706,980
Capital and reserves
Called up share capital
11
2
2
Share premium account
6,399,999
6,399,999
Profit and loss reserves
(9,617,107)
(5,693,021)
Total equity
(3,217,106)
706,980
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 1 October 2024 and are signed on its behalf by:
Mr R Butters
Director
Company registration number 13381794 (England and Wales)
OUTERNET VENUE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Outernet Venue Limited is a private company limited by shares incorporated in England and Wales. The registered office is Emperor's Gate, 114a Cromwell Road, Kensington, London, SW7 4AG.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The company made a loss for the year of £3.9 million and at the reporting date the company has net current liabilities of £11.5m and net liabilities of £3.2m. The Company meets its day to day working capital requirements through the continuing support of its shareholders, but the current economic conditions create a degree of uncertainty as to whether this support will always be forthcoming to support the company.true
The company’s forecasts and projections, taking account of reasonable possible changes in trading performance, predict that the company will produce a significantly smaller negative EBITDA for the year ended 31 December 2024, before producing a positive EBITDA for the year ended 31 December 2025. These forecasts were prepared with reference to current industry knowledge, considering the future strategy of the Company. Management is also considering various other options to reduce the indebtedness of the company and have expressed confidence that future performance will allow the Company to meet its obligations within the next twelve months.
As a result of these considerations, at the time of approving the financial statements, the Directors consider that the Company has sufficient resources and plans to continue in operational existence for the foreseeable future, despite the degree of material uncertainty that exists. For these reasons, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
OUTERNET VENUE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Trademarks
Straight line basis over 20 years
Website Development
Straight line basis over 3-5 years
Research expenditure is written off against profits in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised and amortised within administrative expenses over the period during which the company is expected to benefit.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold property
Over the term of the lease
Plant and equipment
Straight line basis over 3-10 years
Fixtures and fittings
Straight line basis over 5 years
Computers
Staight line basis over 3-5 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
OUTERNET VENUE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
OUTERNET VENUE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
OUTERNET VENUE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Useful economic lives of tangible fixed assets
The company depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation and product life cycles.
Capitalisation of development costs
Accounting for development costs can be complex and involve significant judgements management must make such as:
The technical feasibility of completing the intangible asset.
The intention to complete the intangible asset and use or sell it.
The ability to use or sell the intangible asset.
The way the intangible asset will generate probable future economic benefits.
The availability of adequate resources to complete the development and to use or sell the intangible asset.
The ability to measure reliably the expenditure attributable to the intangible asset during its development.
The significant level of inherent uncertainty means that actual results may differ from estimates.
In assessing the expected future economic benefits, it is necessary to use reasonable and supportable assumptions that represent management's best estimates of the economic conditions that will exist over the useful life of the asset. This requires judgement on the likelihood of associated cashflows on evidence currently available giving greater weight to external evidence.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
86
29
OUTERNET VENUE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
4
Intangible fixed assets
Trademarks
Website Development
Total
£
£
£
Cost
At 1 January 2023
1,173
28,584
29,757
Disposals
(1,173)
(2,500)
(3,673)
At 31 December 2023
26,084
26,084
Amortisation and impairment
At 1 January 2023
49
2,981
3,030
Amortisation charged for the year
6,322
6,322
Disposals
(49)
(347)
(396)
At 31 December 2023
8,956
8,956
Carrying amount
At 31 December 2023
17,128
17,128
At 31 December 2022
1,124
25,603
26,727
5
Tangible fixed assets
Leasehold property
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2023
9,034,368
2,151,420
220,240
145,905
11,551,933
Additions
445,005
142,313
3,764
591,082
Disposals
(58,022)
(2,699)
(27,083)
(23,190)
(110,994)
At 31 December 2023
9,421,351
2,291,034
196,921
122,715
12,032,021
Depreciation and impairment
At 1 January 2023
378,701
161,652
12,308
21,341
574,002
Depreciation charged in the year
937,534
338,468
39,476
40,905
1,356,383
Eliminated in respect of disposals
(2,432)
(127)
(472)
(1,642)
(4,673)
At 31 December 2023
1,313,803
499,993
51,312
60,604
1,925,712
Carrying amount
At 31 December 2023
8,107,548
1,791,041
145,609
62,111
10,106,309
At 31 December 2022
8,655,667
1,989,768
207,932
124,564
10,977,931
OUTERNET VENUE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
6
Stocks
2023
2022
£
£
Beverages and bar supplies
78,411
100,732
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
226,432
204,132
Other debtors
160,312
499,567
386,744
703,699
8
Creditors: amounts falling due within one year
2023
2022
£
£
Obligations under finance leases
10
91,558
83,494
Other borrowings
1,270,734
Trade creditors
3,369,028
2,477,960
Taxation and social security
145,764
30,587
Other creditors
5,604,443
6,429,697
Accruals and deferred income
1,731,814
630,113
12,213,341
9,651,851
9
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Obligations under finance leases
10
163,566
255,124
Other borrowings
710,000
Other creditors
1,651,716
630,313
1,815,282
1,595,437
10
Finance lease obligations
2023
2022
Future minimum lease payments due under finance leases:
£
£
Within one year
91,558
83,494
In two to five years
163,566
255,124
255,124
338,618
OUTERNET VENUE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Finance lease obligations
(Continued)
- 9 -
Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
11
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share Class A of £1 each
1
1
1
1
Ordinary share Class B of £1 each
1
1
1
1
2
2
2
2
The A shares and B shares rank pari passu in all respects but shall constitute separate classes of shares
12
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Ahsan Miraj
Statutory Auditor:
Bright Grahame Murray
Date of audit report:
1 October 2024
13
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
20,133,384
21,925,749
14
Related party transactions
At the balance sheet date an amount of £2,885,875 (2022: £2,885,875 ) was due to Greenlight Development Group Ltd, a company with 50% shareholding of the reporting entity. Under the terms of the joint venture agreement, this amount is to be satisfied by the issue of C shares in the reporting entity.
At the balance sheet date £1,270,734 (2022: £710,000 ), inclusive of £100,734 of accrued interest, was also due to Greenlight Development Group Ltd in respect to a formal loan agreement, accruing interest at 8% per annum. This amount is included in creditors due after more than one year.
OUTERNET VENUE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
15
Directors' transactions
At the balance sheet date there was £1,763,781 (2022: £1,697,195) owed to one of the directors with respect to a £2m loan facility provided to the reporting entity during the year. This loan accrues interest at a rate of 8% per annum. The balance has been separated into amounts falling due within one year (£112,065 included in Other Creditors) and amounts falling due greater than one year (£1,651,716 included in Other Creditors). The purpose of this facility was to provide funds for the purchase of equipment and payment of Stamp Duty Land Tax. During the year payments were made to the director of £64,659 (2022: £359,431) and £131,246 of interest was accrued (2022: £56,626) .
16
Parent company
The reporting entity is a 50:50 joint venture, the owners of which are Outernet Venue Obligor Limited (50a Norbury Road, Thornton Heath, Croydon, CR7 8JN) and Greenlight Development Group Ltd (129 High Street, Teddington, Middx, United Kingdom, TW11 8HJ). Both companies are registered in England & Wales.