Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2023
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LOVETT ENTERPRISES LIMITED
COMPANY INFORMATION
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LOVETT ENTERPRISES LIMITED
CONTENTS
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LOVETT ENTERPRISES LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors present their strategic report together with the audited financial statements for the period ended 31 December 2023.
As of 31 December 2023, Lovett Enterprises Limited is the ultimate parent company and controlling shareholder for the multi national entertainment & hospitality operator, tvg hospitality. Founded by the directors, tvg hospitality has developed the revered “third-space” concepts Southwark Quarter, Flat Iron Square, Omeara & Lafayette in London, the Orion Amphitheater, which opened in May 2022 in Huntsville, Alabama and Saturn, which opened during the period in Birmingham, Alabama.
Total group revenue for 2023 was £22.9m, an increase of £5.5m (33%) from 2022. The increase can be attributed to a number of factors, including a greater number of events at the Orion Amphitheater, as the venue benefitted from a full year of programming in 2023 and gained further traction with promoters and the public compared to 2022. In April 2023, the Group acquired the Saturn, a venue in Birmingham Alabama, which has also contributed to increased revenues. Revenues at Southwark Quarter in London also increased, as a result of venue closures in 2022 through site refurbishment and development that have now been completed. The operating loss for the year was £10.8m, compared to an operating loss in the prior year of £14.9m, a change of £4.1m. The prior year loss contained a one-off impairment charge of £3.4m, reducing the change to £0.3m when excluding this item. Despite revenues increasing in the year, the Group faced increased cost pressures in the year which have adversely impacted the both the gross profit margin and the Group administrative cost base. The Group closed the year with net liabilities of £7m, compared to £7.69m in the comparative period. The Group also committed to significant investment, most notably through acquiring a new venue, the Saturn, for $2m. Financing activity also took place in the year, with $10m in proceeds received from ‘Simple Agreements for Future Equity’ (SAFE) notes, and a new bank loan of $1.5m to help finance the Saturn acquisition. In September 2024, the Group undertook a significant restructure. TVG Topco and its subsidiaries, representing the Group’s entire interest in the UK market, were sold by Venue Group LLC to Lovett Enterprises for $1, and all intercompany debts between TVG Topco (and subsidiaries) and Venue Group LLC were written off. Consequently, Lovett Enterprises’ equity holding in Venue Group LLC and the US side of the business reduced from approximately 55% to 19%.
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LOVETT ENTERPRISES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Alongside the opportunities, the directors face a number of risks and uncertainties which the directors actively identify and monitor.
Rising costs and inflation Through 2024, inflation has eased compared to last year, with the CPI index rising 2.5% in the UK. This gives rise to a number of challenges, including rising operating costs, pressures on the group to raise its own prices and consequently a potential slow down in consumer demand for hospitality, which could negatively impact the operating margins for the group. Liquidity and Cash Flow Risk Liquidity and cash flow risk remain key considerations for the Group, particularly given the seasonal and demand-sensitive nature of the hospitality sector. While trading conditions improved in parts of 2023, cost pressures—including energy, labour, and supply chain inflation—impacted margins and increased the importance of active cash flow management. At 31 December 2023, the Group held a cash balance of £0.7 million. We continued to closely monitor working capital, regularly update cash flow forecasts, and manage supplier and customer payment terms to preserve liquidity. Finance Risk The Group is exposed to finance risk primarily through variable interest rates on deferred consideration and broader market conditions. Although UK interest rates remained broadly stable during 2023, they had risen sharply in the preceding years, increasing the cost of servicing deferred consideration liabilities linked to floating rates. As a hospitality business with a high fixed-cost base, elevated financing costs continue to impact cash flow and profitability. We monitor interest rate exposure closely and assess options to manage this risk effectively. While the Group does not operate under financial covenants, maintaining a prudent capital structure and ensuring ongoing access to liquidity remain central to our financial strategy.
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LOVETT ENTERPRISES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Non financial KPI's are monitored on a regular basis and include staff turnover and hours worked, customer reviews and venue event space utilisation. These are reviewed regularly by management and appropriate action is taken where required. Management is satisfied with the performance of these KPIs during the year.
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LOVETT ENTERPRISES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors of Lovett Enterprises Limited confirm that they have acted in accordance with their duties under Section 172 of the Companies Act 2006. This includes a duty to promote the success of the company for the benefit of its members as a whole, while considering the long-term consequences of decisions, the interests of employees, relationships with key stakeholders, the community and environment, and the importance of high standards of business conduct and fairness between members.
1. The Long-Term Consequences of Decisions The Board is committed to making decisions that promote sustainable, long-term value creation. The company’s strategy is reviewed and challenged regularly during board meetings, with input from both executive and non-executive directors to ensure decisions are aligned with our long-term goals. All significant investments, new initiatives, and operational changes are subject to thorough scrutiny, taking into account their future impact on financial performance, brand reputation, employee engagement, and market position. Following a business restructure in 2024, the Board is now smaller and more closely embedded in the day-to-day operations of the business. As the scale of the company has reduced, directors meet weekly with management to review operations, provide guidance, and support key decision-making. This closer collaboration ensures that decisions are made quickly and with a strong understanding of their long-term impact. To support this, a suite of weekly KPIs is now produced, allowing directors to monitor trends, assess risks, and respond proactively to challenges and opportunities. 2. The Interests of Employees The company values its employees as critical to delivering excellent customer service and business performance. We ensure pay remains competitive within the hospitality sector, and a benefits package is offered that includes staff discounts and other incentives designed to support wellbeing and retention. Tips are distributed fairly and transparently across all site-based roles. Ongoing training and regular, informal feedback from management help employees to grow in their roles and contribute effectively to the success of the business. We promote an inclusive and supportive working environment where all team members are respected and valued. 3. Relationships with Customers and Suppliers Maintaining strong, long-standing relationships with our suppliers is key to the consistent delivery of high-quality service. Several of these supplier partnerships have been in place for over ten years, and we work closely with them to ensure mutual reliability and shared standards. We maintain open dialogue around payment terms, quality expectations, and supply flexibility, particularly in response to market pressures. On the customer side, the business relies on strong repeat trade, reputation, and consistent service standards. Feedback is typically received through digital channels and direct customer interactions, allowing the business to continuously refine its offering. 4. Impact on the Environment and Local Community We are conscious of our environmental responsibilities and our role within the local communities we serve. We uphold policies to reduce waste, minimise single-use plastics, and improve energy efficiency across our sites. We have also supported local community events and partnered with charitable causes where appropriate. 5. High Standards of Business Conduct Maintaining high standards of business conduct is fundamental to our operations. The Board and senior leadership set the tone from the top, promoting a culture of integrity, accountability, and ethical behaviour. All employees are expected to uphold these values in their day-to-day activities. 6. Fairness Between Members The Board recognises its responsibility to act fairly between all members of the company. Decisions are made objectively and transparently, ensuring that the interests of all shareholders are considered and no group is unfairly advantaged or disadvantaged.
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LOVETT ENTERPRISES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
For the period ended 31 December 2023, Lovett Enterprises Limited made a total comprehensive loss of £15.7m, closing the period with consolidated net liabilities of £7.8m and cash balances of £10.5m.
Losses continued into 2024, which further consumed cash balances, and the directors considered the business to have underperformed post year end. As a result, they took significant action during September 2024. A group restructure took place that resulted in the US part of the business no longer being under the control of the Group. The going concern assessment has therefore focussed on the UK side of the business that remains part of the group and is relevant for consider the ability of the group to continue trading. Following the restructure, the Directors were able to take further initiatives to secure the future for this business, with one entity in the group that leases an underperforming site entering administration in September 2024, followed by it agreeing a CVA with creditors in January 2025. As part of this, a viable business plan for this site going forwards was prepared. Since the year end there have been several changes to the operation at Southwark Quarter, including new partnerships with external parties on some areas of the site and renegotiations on landlord leases. The Directors consider operating focus for Southwark Quarter to be on Flat Iron Square and Omeara. Both these initiatives, and others, have simplified the business and enabled a reduced headcount in the support function. With these changes in mind, the Directors have prepared a cash forecast for the period through to December 2026. This demonstrates that the business can begin to generate cash if forecast revenue growth and cost cutting is achieved. Given the value of legacy liabilities, it is likely that additional funding will be required to navigate through the upcoming trading period, and negotiation will be required with the holders of the liabilities that remain or are not covered by the agreed CVA. The business has demonstrated that it is able to navigate through challenging conditions in the past and the Directors have the intention to continue to trade the sites. The Directors have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis, but material uncertainty which may cast significant doubt over the group’s ability to continue as a going concern exists, due to the level of unpaid liabilities and future cashflow requirements.
The directors will continue to monitor market trends and explore opportunities to enhance the company’s position within the events and hospitality sector. While there are no specific developments currently planned, the directors remain committed to identifying and implementing strategies that will support long-term growth and ensure the company remains competitive in an evolving market landscape.
This report was approved by the board on 25 June 2025 and signed on its behalf.
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LOVETT ENTERPRISES LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the period ended 31 December 2023.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation and non-controlling interests, amounted to £7,297,432 (2023 - loss £7,050,555).
No dividends were paid during the financial period (1 January 2023 - £nil).
The directors who served during the period were:
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LOVETT ENTERPRISES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Group recognises that employee engagement is critical to delivering exceptional service and achieving long-term success in the hospitality sector. We continue to invest in initiatives aimed at fostering a positive and inclusive working environment. Key engagement activities during the year included bi-annual performance reviews and structured objective setting, regular on-the-job feedback, and ongoing training to support professional development. We also conducted informal employee surveys to gather feedback and encourage open dialogue, alongside company-wide presentations to ensure alignment with business goals and to celebrate team achievements. These initiatives support a culture of transparency, recognition, and continuous improvement across all levels of the organisation.
The total UK energy consumption for the Group in the latest financial year for scope 1& 2 emissions was 517,460 kWh which produced emissions of 106,059 kg of CO2e. The emissions have been calculated by using the UK Government CHG Conversion Factors for Company reporting for the year 2023.
The majority of the UK emissions created by the Group are from gas and electricity consumed in the course of operating the Group’s UK venues. Therefore, the chosen metric is total UK emissions divided by total UK revenue, such that if operations expand, this will be reflected in the metric.
Total UK revenue for 2023 was £10.94m, which gives a metric of 9.7kg of CO2 per £1,000 of revenue.
We are continuing to proactively look at ways to reduce the gas and electricity consumed on our premises. These include operational directives, for example, limiting the amount of heating to when it is strictly necessary for customers, and also investing in more energy efficient equipment during capital projects, for example, sensor lighting in back of house areas.
See note 31 for further details.
The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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LOVETT ENTERPRISES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LOVETT ENTERPRISES LIMITED
We have audited the financial statements of Lovett Enterprises Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to note 2.3 in the financial statements, which indicates that the Group has significant legacy liabilities which remain unpaid, and that revenue growth and cost cutting is required to become cash generative going fowards. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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LOVETT ENTERPRISES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LOVETT ENTERPRISES LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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LOVETT ENTERPRISES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LOVETT ENTERPRISES LIMITED (CONTINUED)
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LOVETT ENTERPRISES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LOVETT ENTERPRISES LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements for the food, beverage and events sector, and we considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included: • inspecting correspondence with regulators and tax authorities; • discussions with management including consideration of known or suspected instances of non compliance with laws and regulation and fraud; • evaluating management’s controls designed to prevent and detect irregularities; • identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and • challenging assumptions and judgements made by management in their critical accounting estimates.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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LOVETT ENTERPRISES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LOVETT ENTERPRISES LIMITED (CONTINUED)
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 Auditors' 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.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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LOVETT ENTERPRISES LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
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LOVETT ENTERPRISES LIMITED
REGISTERED NUMBER: 08267356
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
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LOVETT ENTERPRISES LIMITED
REGISTERED NUMBER: 08267356
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
The notes on pages 24 to 56 form part of these financial statements.
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LOVETT ENTERPRISES LIMITED
REGISTERED NUMBER: 08267356
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 24 to 56 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 1 JANUARY 2023
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