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xbrli:shares iso4217:GBP xbrli:pure

Registered number: 08267356










LOVETT ENTERPRISES LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

 
LOVETT ENTERPRISES LIMITED
 
 
COMPANY INFORMATION


Directors
B W D Lovett (appointed 24 October 2012)
D C Lovett (appointed 16 February 2016)
G C Lovett (appointed 10 June 2019)




Registered number
08267356



Registered office
49 Southwark Street

London

SE1 1RU




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
LOVETT ENTERPRISES LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 5
Directors' Report
6 - 7
Independent Auditors' Report
8 - 12
Consolidated Statement of Comprehensive Income
13
Consolidated Balance Sheet
14 - 15
Company Balance Sheet
16
Consolidated Statement of Changes in Equity
17 - 18
Company Statement of Changes in Equity
19 - 20
Consolidated Statement of Cash Flows
21 - 22
Consolidated Analysis of Net Debt
23
Notes to the Financial Statements
24 - 56


 
LOVETT ENTERPRISES LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report together with the audited financial statements for the period ended 31 December 2023.

Business review
 
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%.

Page 1

 
LOVETT ENTERPRISES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
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.

Financial key performance indicators

31 December
1 January
2023
2023
        £
        £
Turnover

22,929,661

17,391,622
 
EBITDA excluding exceptional items

(9,539,503)

(9,759,088)
 

13,390,158

7,632,534
 

EBITDA excluding exceptional items represents profit before interest payable, taxation, depreciation and
exceptional items.
EBITDA excluding exceptional items’ losses are broadly in line with previous year. The Directors consider the KPIs to be in line with expectations, with turnover increasing as outlined in the Business Review.

Page 2

 
LOVETT ENTERPRISES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Other key performance indicators
 
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. 

Page 3

 
LOVETT ENTERPRISES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Group
 
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.

Page 4

 
LOVETT ENTERPRISES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Going concern

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. 

Future developments

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.



G C Lovett
Director

Page 5

 
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.

Directors' responsibilities statement

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.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group and of the profit or loss of the Group for that period.

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


select suitable accounting policies 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 2006They 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.

Results and dividends

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). 

Directors

The directors who served during the period were:

B W D Lovett (appointed 24 October 2012)
D C Lovett (appointed 16 February 2016)
G C Lovett (appointed 10 June 2019)

Page 6

 
LOVETT ENTERPRISES LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Engagement with employees

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.

Greenhouse gas emissions, energy consumption and energy efficiency action

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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

See note 31 for further details. 

Auditors

The auditorsHaysMac LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 25 June 2025 and signed on its behalf.
 





G C Lovett
Director

Page 7

 
LOVETT ENTERPRISES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LOVETT ENTERPRISES LIMITED
 

Opinion


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 policiesThe 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).


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 2023 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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.


Material uncertainty related to going concern


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.


Page 8

 
LOVETT ENTERPRISES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LOVETT ENTERPRISES LIMITED (CONTINUED)


Other information


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 ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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.


Matters on which we are required to report by exception
 

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.


We have nothing to report in respect of the following matters in relation to which 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.


Page 9

 
LOVETT ENTERPRISES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LOVETT ENTERPRISES LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 10

 
LOVETT ENTERPRISES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LOVETT ENTERPRISES LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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.


Page 11

 
LOVETT ENTERPRISES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LOVETT ENTERPRISES LIMITED (CONTINUED)


Use of our report
 

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 2006Our 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.





Isabelle Shepherd (Senior Statutory Auditor)
  
for and on behalf of
HaysMac LLP
 
Statutory Auditors
  
10 Queen Street Place
London
EC4R 1AG

25 June 2025
Page 12

 
LOVETT ENTERPRISES LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

Period ended
31 December
As restated
Period ended
1 January
2023
2023
Note
£
£

  

Turnover
 4 
22,929,661
17,391,622

Cost of sales
  
(11,661,013)
(7,480,693)

Gross profit
  
11,268,648
9,910,929

Administrative expenses
  
(24,958,413)
(23,399,588)

Exceptional administrative expenses
 12 
-
(3,437,187)

Other operating income
 5 
2,723,500
2,024,911

Operating loss
 6 
(10,966,265)
(14,900,935)

Interest receivable and similar income
 10 
271,415
93,665

Interest payable and similar expenses
 11 
(3,618,160)
(1,668,829)

Loss before taxation
  
(14,313,010)
(16,476,099)

Tax on loss
 13 
-
-

Loss for the financial period
  
(14,313,010)
(16,476,099)

  

Currency translation differences
  
(721,391)
2,230,500

Other comprehensive income for the period
  
(721,391)
2,230,500

Total comprehensive income for the period
  
(15,034,401)
(14,245,599)

(Loss) for the period attributable to:
  

Non-controlling interests
  
(7,015,578)
(10,621,491)

Owners of the parent Company
  
(7,297,432)
(5,854,608)

  
(14,313,010)
(16,476,099)

Total comprehensive income for the period attributable to:
  

Non-controlling - equity
  
(7,015,578)
(9,425,544)

Owners of the parent Company
  
(8,018,823)
(4,820,055)

  
(15,034,401)
(14,245,599)

The notes on pages 24 to 56 form part of these financial statements.

Page 13

 
LOVETT ENTERPRISES LIMITED
REGISTERED NUMBER: 08267356

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

31 December
1 January
2023
2023
Note
£
£

Fixed assets
  

Intangible assets
 14 
4,758,336
5,355,795

Tangible assets
 15 
15,478,464
16,470,609

Investments
 16 
2,898,112
151,396

  
23,134,912
21,977,800

Current assets
  

Stocks
 17 
384,599
235,219

Debtors
 18 
4,546,976
7,338,762

Cash at bank and in hand
 19 
10,463,448
12,669,721

  
15,395,023
20,243,702

Creditors: amounts falling due within one year
 20 
(20,957,862)
(11,353,493)

Net current (liabilities)/assets
  
 
 
(5,562,839)
 
 
8,890,209

Total assets less current liabilities
  
17,572,073
30,868,009

Creditors: amounts falling due after more than one year
 21 
(24,736,431)
(23,177,110)

Provisions for liabilities
  

Net (liabilities)/assets
  
(7,164,358)
7,690,899


Capital and reserves
  

Called up share capital 
 24 
240
240

Share based payment reserve
 25 
288,386
109,241

Other reserves
 25 
1,918,114
1,918,114

Profit and loss account
 25 
(5,185,512)
2,487,044

Equity attributable to owners of the parent Company
  
(2,978,772)
4,514,639

Non-controlling interests
  
(4,185,586)
3,176,260

  
(7,164,358)
7,690,899


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 June 2025.




G C Lovett
Page 14

 
LOVETT ENTERPRISES LIMITED
REGISTERED NUMBER: 08267356
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

Director

The notes on pages 24 to 56 form part of these financial statements.

Page 15

 
LOVETT ENTERPRISES LIMITED
REGISTERED NUMBER: 08267356

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

31 December
1 January
2023
2023
Note
£
£

Fixed assets
  

Tangible assets
 15 
68,207
74,833

Investments
 16 
1,574,712
749,893

  
1,642,919
824,726

Current assets
  

Debtors
 18 
324,452
3,516,219

Cash at bank and in hand
 19 
5,239,675
4,871,064

  
5,564,127
8,387,283

Creditors: amounts falling due within one year
 20 
(2,260,506)
(3,931,814)

Net current assets
  
 
 
3,303,621
 
 
4,455,469

Total assets less current liabilities
  
4,946,540
5,280,195

  

Creditors: amounts falling due after more than one year
 21 
(1,770,612)
(2,363,944)

  

Net assets
  
3,175,928
2,916,251


Capital and reserves
  

Called up share capital 
 24 
240
240

Other reserves
 25 
1,918,114
1,918,114

Profit and loss account brought forward
  
997,897
1,195,787

Profit/(loss) for the period
  
259,677
(197,890)

Profit and loss account carried forward
  
1,257,574
997,897

  
3,175,928
2,916,251


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 June 2025.


G C Lovett
Director

The notes on pages 24 to 56 form part of these financial statements.

Page 16
 

 
LOVETT ENTERPRISES LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023



Called up share capital
Share based payment reserve
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 2 January 2023
240
109,241
1,918,114
2,487,044
4,514,639
3,176,260
7,690,899



Comprehensive income for the period


Loss for the period
-
-
-
(7,297,432)
(7,297,432)
(7,015,578)
(14,313,010)


Currency translation differences
-
-
-
(375,124)
(375,124)
(346,268)
(721,392)

Total comprehensive income for the period
-
-
-
(7,672,556)
(7,672,556)
(7,361,846)
(15,034,402)



Contributions by and distributions to owners


Share-based payment charge
-
179,145
-
-
179,145
-
179,145



At 31 December 2023
240
288,386
1,918,114
(5,185,512)
(2,978,772)
(4,185,586)
(7,164,358)



The notes on pages 24 to 56 form part of these financial statements.

Page 17

 

 
LOVETT ENTERPRISES LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 1 JANUARY 2023



Called up share capital
Share based payment reserve
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 3 January 2022
240
7,431
1,918,114
7,303,212
9,228,997
12,482,362
21,711,359



Comprehensive income for the year


Loss for the year
-
-
-
(5,854,608)
(5,854,608)
(10,621,491)
(16,476,099)


Currency translation differences
-
5,766
-
1,038,440
1,044,206
1,186,294
2,230,500

Total comprehensive income for the year
-
5,766
-
(4,816,168)
(4,810,402)
(9,435,197)
(14,245,599)



Contributions by and distributions to owners


Share-based payment charge
-
96,044
-
-
96,044
129,095
225,139



At 1 January 2023
240
109,241
1,918,114
2,487,044
4,514,639
3,176,260
7,690,899



The notes on pages 24 to 56 form part of these financial statements.

Page 18
 
LOVETT ENTERPRISES LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£

At 2 January 2023
240
1,918,114
997,897
2,916,251


Comprehensive income for the year

Profit for the period
-
-
259,677
259,677
Total comprehensive income for the period
-
-
259,677
259,677


At 31 December 2023
240
1,918,114
1,257,574
3,175,928


The notes on pages 24 to 56 form part of these financial statements.

Page 19

 
LOVETT ENTERPRISES LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 1 JANUARY 2023


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£

At 3 January 2022
240
1,918,114
1,195,787
3,114,141


Comprehensive income for the year

Loss for the year
-
-
(197,890)
(197,890)
Total comprehensive income for the year
-
-
(197,890)
(197,890)


At 1 January 2023
240
1,918,114
997,897
2,916,251


The notes on pages 24 to 56 form part of these financial statements.

Page 20

 
LOVETT ENTERPRISES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023

Period ended
31 December
Period ended
1 January
2023
2023
£
£

Cash flows from operating activities

Loss for the financial period
(14,313,010)
(16,476,099)

Adjustments for:

Amortisation of intangible assets
748,500
497,749

Depreciation of tangible assets
1,793,444
1,704,660

Impairments of fixed assets
-
3,250,000

Loss on disposal of tangible assets
-
9,556

Interest paid
3,618,160
1,668,829

Interest received
(271,415)
(93,665)

(Increase) in stocks
(149,380)
(111,007)

(Increase) in debtors
(324,197)
(1,431,878)

Increase/(decrease) in creditors
1,748,168
(882,354)

Foreign exchange
(780,816)
-

Share-based payment charge
179,145
204,663

Gains on cash investments
(833,173)
-

Disposal of investments
(41,323)
-

Net cash generated from operating activities

(8,625,897)
(11,659,546)


Cash flows from investing activities

Purchase of intangible fixed assets
(301,446)
(1,766,053)

Purchase of tangible fixed assets
(2,845,306)
(11,399,563)

Sale of tangible fixed assets
-
25,728

Purchase of unlisted and other investments
-
(41,323)

Interest received
271,415
93,665

Net cash from investing activities

(2,875,337)
(13,087,546)

Cash flows from financing activities

New bank loans
1,720,582
-

Repayment of loans
(264,449)
-

Other new loans
1,244,026
18,930,735

Repayment of other loans
(396,650)
(934,554)

Repayment of finance leases
(59,734)
(72,352)

Loans due from/(repaid to) directors
(230,886)
-

Interest paid
(452,655)
(1,439,114)

Issue of SAFE notes
8,012,454
-
Page 21

 
LOVETT ENTERPRISES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Period ended
31 December
Period ended
1 January

2023
2023

£
£


Net cash used in financing activities
9,572,688
16,484,715

Net (decrease) in cash and cash equivalents
(1,928,546)
(8,262,377)

Cash and cash equivalents at beginning of period
12,669,721
19,508,314

Foreign exchange gains and losses
(292,768)
1,423,784

Cash and cash equivalents at the end of period
10,448,407
12,669,721


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
10,463,448
12,669,721

Bank overdrafts
(15,041)
-

10,448,407
12,669,721


The notes on pages 24 to 56 form part of these financial statements.

Page 22

 
LOVETT ENTERPRISES LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2023





At 2 January 2023
Cash flows
Other non-cash changes
At 31 December 2023
£

£

£

£

Cash at bank and in hand

12,669,721

(2,206,273)

-

10,463,448

Bank overdrafts

-

(15,041)

-

(15,041)

Debt due after 1 year

(17,089,829)

(2,964,608)

(794,396)

(20,848,833)

Debt due within 1 year

(4,128,370)

2,072,623

(734,443)

(2,790,190)

Finance leases

(149,366)

59,734

-

(89,632)


(8,697,844)
(3,053,565)
(1,528,839)
(13,280,248)

The notes on pages 24 to 56 form part of these financial statements.

Page 23

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

Lovett Enterprises Limited ("the Company") and its subsidaries (together 'the Group') are involved in the operation of entertainment & hospitality venues.
Lovett Enteprises Limited is a private company limited by shares incorporated in England and Wales. The registered office is 49 Southwark Street, London, SE1 1RU.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 24

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

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. 

Page 25

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 26

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 for each specific revenue stream:
Sale of food and beverage
These revenues are recorded net of discounts and tips from customers and excluidng value added tax. The revenue is recognised as the products are delivered to customers.
Venue hire
Venue hire for events is recognised at the time the event takes place. Deposits are recognised as deferred income until this time.
Sponsorship revenue
Sponsorship revenues, where income is received from partners for on-site branding and marketing, is recognised when the sponsorship period occurs. Cash received in advance is recognised as deferred income.
Property rental revenue
Food vendors are charged a fee for renting space and this is recognised in the periods in which these fees are earned.

 
2.6

Operating leases: the Group as lessee

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.

 
2.7

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Page 27

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.8

Other operating income

Management fee income
The management fee is generated under a operating agreement with the City Council of the City of Huntsville, Alabama. Under this agreement, the Group earns a management fee which is recognised in the period to which it relates to.  
Gains and losses on investments
Realised gains or losses on disposal of investments are recognised in the profit and loss account when the sale transaction occurs. Unrealised gains and losses arising from changes in the fair value of investments are also recognised in profit or loss, unless the investment is designated as measured at fair value through other comprehensive income.

 
2.9

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.12

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 28

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.14

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

 
2.15

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 29

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10 years
Lease premium
-
Over the life of the lease
Computer software
-
3 years

 
2.17

Tangible fixed assets

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:

Long-term leasehold property
-
Over the life on the lease
Plant and machinery
-
3 years
Fixtures and fittings
-
3 years
Office equipment
-
3 years
Computer equipment
-
3 years

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.

Page 30

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.18

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.19

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.20

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Balance Sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.21

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 31

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.22

Debtors

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.

 
2.23

Cash and cash equivalents

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.24

Creditors

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.

 
2.25

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less
Page 32

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.25
Financial instruments (continued)

impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are
Page 33

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.25
Financial instruments (continued)

settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 34

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management is required to make estimates and assumptions which affect reporting income, expenses, assets, liabilities and disclosure of contingent assets and liabilities.
Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. 
I
mpairment of tangible and intangible assets, including goodwill 
Management determine whether there are external or internal indicators of impairment of the group's tangible and intangible fixed assets. At 31 December 2023 indicators of impairment where identified for a number of UK sites given rising interest rates and a challenging trading environment, therefore a full impairment review was carried out. 
Each UK site has been identified as a separate cash generating unit (CGU) for the purpose of the impairment review, as these were considered to be the smallest identifiable group of assets that generate cash inflows. A value in use model was used, and this was obtained by estimating the present value of future cash flows expected to be driven from each CGU. Detailed forecasts were prepared for 2025 and a long-term growth rate of 2% (period ended 1 January 2023 – 2%) was applied for subsequent years. A discount rate of 14.43% (period ended 1 January 2023 – 14.43%) was applied. The value in use calculations used the lease length for the fixed asset impairment review as this was the period over which the entity is expected to derive economic benefits from the asset, and used a longer period for the goodwill impairment review as the benefit of acquiring the business is not considered to be restricted to the length of the lease. 
Sensitivity analysis was then applied to this impairment review, to show the impact of neither site becoming profitable and of reduced revenue / cashflow growth. The final value in use was identified by applying probability analysis on the likelihood of each of these outcomes. 
No indicators of impairment were identified for the US sites therefore no detailed impairment review was carried out. 
No impairment charge has been recognised in the period to 31 December 2023 (period ended 1 January 2023 – impairment charge of £3.25m on fixed assets) as a result of this review. If the business does not achieve the forecast growth and therefore does not achieve the forecast future cashflows for the sites, then there is likely to be a material impairment charge over the fixed assets and the goodwill. 
I
mpairment of investments in subsidiaries (company) 
Management have considered whether impairment is required on the investments in subsidiaries held by Lovett Enterprises Ltd. The investment value relates to subsidiaries that lease and operate the sites operating as tvg hospitality. The net asset position of the underlying investments is considered to be in excess of the carrying value of the investment, therefore no impairment review was considered necessary. 
Depreciation of tangible fixed assets 
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycle and maintenance programmes are taken into account. Given the material nature of fixed assets, any change in useful economic life could have a material impact on the prospective depreciation charge.
Amortisation of goodwill
Goodwill is amortised over a 10 year period. Goodwill relates to three separate acquisitions. This has been identified as the useful economic live of the benefit obtained from the acquisition of each of these. Were the actual useful life to be shorter than expected, an increased amortisation charge, or impairment may be required on goodwill and this could be material given the total value recognised.
 
Page 35

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.Judgments in applying accounting policies (continued)


Other loans
During the year the group raised funding through ‘SAFE’ notes which are Simple Agreements for Future Equity. These have been disclosed as other loans within non-current creditors. A judgment has been made in identifying that these loans meet the definition of debt rather than equity. This was based on the conditions attached to the loan notes and the fact they cannot reliably estimate the number of shares that will be issued with regards to this debt. 
Deferred consideration 
Included within current and non-current creditors is deferred consideration in relation to the acquisition of Listen to the River LLC in 2022. Part of this consideration is fixed and due the earlier of the opening of venue or a year after acquisition date. The remaining amount is due quarterly in arrears over 15 years and the value is based on a varying percentage of operating revenue, with a cap applied in the first 5 years. The total value recognised in the financial statements is therefore based on expected future operating revenues, discounted present value. An increase in future operating revenue would increase the consideration payable, and a decrease would decrease the value payable. A discount rate of 15% (period ended 1 January 2023 – 15%) has been applied to bring the expected payment to the present value. A movement of 2% up or down in the discount rate would have a material impact on the deferred consideration. 

Page 36

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


Period ended
31 December
Period ended
1 January
2023
2023
£
£

Food and beverage
20,659,210
14,976,324

Venue hire
963,763
824,934

Sponsorship
684,346
864,405

Property rental income
187,339
329,094

Other income
435,003
396,865

22,929,661
17,391,622


The classification of turnover has been updated compared to what was shown in the accounts for the         period ended 1 January 2023 to give suitable detail. 
 Analysis of turnover by country of destination:

Period ended
31 December
Period ended
1 January
2023
2023
£
£

United Kingdom
12,766,330
10,943,450

United States of America
10,163,331
6,448,172

22,929,661
17,391,622


Page 37

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

5.


Other operating income

Period ended
31 December
As restated
Period ended
1 January
2023
2023
£
£

Other operating income
74,488
-

Government grants receivable
-
40,000

Gain on investments
833,173
-

Management fee income
1,815,839
1,984,911

2,723,500
2,024,911



6.


Operating loss

The operating loss is stated after charging:

Period ended
31 December
Period ended
1 January
2023
2023
£
£

Exchange differences
(785,143)
974,281

Other operating lease rentals
2,139,983
1,826,830

Share-based payment
179,145
204,663

Depreciation of tangible assets
1,793,444
1,704,660

Amortisation of intangible fixed assets
748,550
497,749

Page 38

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

7.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors and their associates:


Period ended
31 December
Period ended
1 January
2023
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
120,000
158,000

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
16,450
72,260

All taxation advisory services not included above
-
7,500

All non-audit services not included above
16,800
37,095


8.


Employees

Staff costs were as follows:


Group
31 December
Group
1 January
Company
31 December
Company
1 January
2023
2023
2023
2023
£
£
£
£


Wages and salaries
11,465,764
9,593,975
-
-

Social security costs
1,124,262
1,010,068
-
-

Cost of defined contribution scheme
248,184
203,368
-
-

12,838,210
10,807,411
-
-


The average monthly number of employees, including the directors, during the period was as follows:



Group
Group
Company
Company
     Period ended
     31 December
     Period ended
       1 January
     Period ended
     31 December
     Period ended
       1 January
        2023
        2023
        2023
        2023
            No.
            No.
            No.
            No.









Employees
648
458
3
3

Page 39

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

9.


Directors' emoluments

31 December
1 January
2023
2023
£
£



Directors' emoluments
742,023
791,484

742,023
791,484

Directors' emoluments include £400,000 paid to the highest paid director during the period ended 31 December 2023 (1 January 2023 - £382,290).
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £nil (31 December 2023 - £nil).
£nil was paid in social secuirty costs for directors during the period ended 31 December 2023 (1 January 2023 - £63,561). 


10.


Interest receivable

Period ended
31 December
Period ended
1 January
2023
2023
£
£


Other interest receivable
271,415
93,665

271,415
93,665

Page 40

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Interest payable and similar expenses

Period ended
31 December
Period ended
1 January
2023
2023
£
£


Bank interest payable
315,633
93,679

Loan note interest payable
2,926,788
1,026,455

Finance leases and hire purchase contracts
38,867
33,754

Directors loan interest payable
336,872
514,941

3,618,160
1,668,829

The classification of interest payable has been updated compared to what was shown in the accounts for the period ended 1 January 2023 to give suitable detail.


12.


Exceptional items

Period ended
31 December
Period ended
1 January
2023
2023
£
£


Exceptional items
-
187,187

Impairment of tangible assets
-
3,250,000

-
3,437,187

The group recognised an exceptional cost of £187k in the prior year in relation to the write off of due diligence costs on an aborted acquisition. 

Page 41

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

13.


Taxation


Period ended
31 December
Period ended
1 January
2023
2023
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-
Page 42

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
13.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 22.3% (2023 - 19%). The differences are explained below:

Period ended
31 December
Period ended
1 January
2023
2023
£
£


Loss on ordinary activities before tax
(14,313,010)
(16,476,099)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.3% (2023 - 19%)
(3,366,420)
(3,130,459)

Effects of:


Fixed asset differences
106,040
35,139

Expenses not deductible for tax purposes
174,030
384,059

Capital allowances for period/year in excess of depreciation
(159,740)
-

Other permanent differences
91
-

Exempt distribution income
(17,057)
-

Remeasurement of deferred tax for changes in tax rates
(105,418)
-

Movement in deferred tax not recognised
1,781,397
2,664,817

Deferred tax not recognised on overseas subsidiaries
1,584,598
-

Difference in foreign tax rates
(38,950)
-

Other movements
41,429
-

Other tax adjustments, reliefs and transfers
-
166,159

Foreign tax - other
-
(119,715)

Total tax charge for the period/year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 43

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

14.


Intangible assets

Group







Lease premiums
Computer software
Goodwill
Total

£
£
£
£



Cost


At 2 January 2023
256,151
7,500
7,347,620
7,611,271


Additions
-
211,429
90,017
301,446


Transfers to tangible fixed assets
(150,355)
-
-
(150,355)



At 31 December 2023

105,796
218,929
7,437,637
7,762,362



Amortisation


At 2 January 2023
21,299
1,929
2,232,248
2,255,476


Charge for the period on owned assets
2,215
2,571
743,764
748,550



At 31 December 2023

23,514
4,500
2,976,012
3,004,026



Net book value



At 31 December 2023
82,282
214,429
4,461,625
4,758,336



At 1 January 2023
234,852
5,571
5,115,372
5,355,795



Page 44

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group








Long-term leasehold property
Plant and machinery
Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£
£
£



Cost


At 2 January 2023
20,221,116
985,815
1,984,266
-
676,666
23,867,863


Additions
2,620,989
1,080
142,335
12,083
68,819
2,845,306


Transfers from intangible fixed assets
150,355
-
-
-
-
150,355


Disposals
(1,353,387)
-
(60,159)
-
-
(1,413,546)


Exchange adjustments
(724,194)
1,822
(32,854)
-
(53,138)
(808,364)



At 31 December 2023

20,914,879
988,717
2,033,588
12,083
692,347
24,641,614



Depreciation


At 2 January 2023
5,511,029
567,686
896,868
-
421,671
7,397,254


Charge for the period on owned assets
1,086,388
178,039
416,531
-
112,488
1,793,446


Exchange adjustments
(17,555)
(3,780)
(6,215)
-
-
(27,550)



At 31 December 2023

6,579,862
741,945
1,307,184
-
534,159
9,163,150



Net book value



At 31 December 2023
14,335,017
246,772
726,404
12,083
158,188
15,478,464



At 1 January 2023
14,710,087
418,129
1,087,398
-
254,995
16,470,609

Finance leases

The net carrying amount of assets held under finance leases included in plant and machinery is £34,945 (1 January 2023 - £34,945). 

Page 45

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

           15.Tangible fixed assets (continued)


Company









Long-term leasehold property
Fixtures and fittings
Total

£
£
£

Cost


At 2 January 2023
97,436
12,445
109,881



At 31 December 2023

97,436
12,445
109,881



Depreciation


At 2 January 2023
22,736
12,313
35,049


Charge for the period on owned assets
6,494
131
6,625



At 31 December 2023

29,230
12,444
41,674



Net book value



At 31 December 2023
68,206
1
68,207



At 1 January 2023
74,700
132
74,832






Page 46

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

16.


Fixed asset investments

Group








Investments in associates
Unlisted investments
Total

£
£
£



Cost


At 2 January 2023
-
151,396
151,396


Additions
2,788,039
-
2,788,039


Disposals
-
(41,323)
(41,323)



At 31 December 2023
2,788,039
110,073
2,898,112




The investment in associate represents a 49% non controlling interest. No share of profit or loss has been recognised in the year as the entity is yet to commence trading. 

Company








Investments in subsidiary companies
Unlisted investments
Total

£
£
£



Cost


At 2 January 2023
708,570
41,323
749,893


Additions
866,142
-
866,142


Disposals
-
(41,323)
(41,323)



At 31 December 2023
1,574,712
-
1,574,712




Page 47

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

TVG Topco Limited*
United Kingdom
A
43%
Flat Iron Square Limited*
United Kingdom
A
43%
Omeara Limited*
United Kingdom
A
43%
London Venue Group Limited*
United Kingdom
A
43%
Southwark Joint Venture Limited*
United Kingdom
A
43%
Goods Way Limited**
United Kingdom
A
22%
Somers Town Limited^
United Kingdom
A
22%
Lovett Ventures LLC
USA
95%
Venue Group LLC*
USA
43%
Venue Group Properties LLC*
USA
43%
Venue Group US LLC*
USA
43%
Third Space Hospitality LLC*
USA
43%
Huntsville Venue Group LLC*
USA
43%
Huntsville Venue Group Amphitheater LLC*
USA
43%
Huntsville Venue Group Lumberyard LLC*
USA
43%
Huntsville Venue Group F&B LLC*
USA
43%
DC Venue Group APFT LLC*
USA
43%
Austin Venue Group LLC*
USA
43%
Los Angeles Venue Group LLC*
USA
43%
Los Angeles Venue Group De Ville LLC*
USA
43%
Nashville Venue Group LLC*
USA
43%
Listen to The River LLC*
USA
39%

*Indirectly held 
All subsidiaries incorporated in the United Kingdom have the registered office address of 49 Southwark Street, London, UK. 
All subsidiaries incorporated in the USA have the registered office address of The Corporation Trust, 1209 Orange Street, Wilmington (New Castle County), Delaware 19801. 
All disclosed subsidiary undertakings are considered subsidiaries as Lovett Enterprises Limited has control, despite owning less than 50% of total shares, due to no voting rights attached to the shares owned by other parties.
**TVG Topco Ltd owns 100% of the Ordinary A shares of Goods Way Limited and this equates to control of the company (66% of voting rights). There are Ordinary B shares in existence that are not owned by TVG Topco Ltd but these have no voting rights attached. The non-controlling interest is 50% on the basis of the profit share arrangement.
^TVG Topco Ltd owns 100% of the Ordinary shares of Somers Town Limited through its shareholding Goods Way Ltd. As Goods Way Ltd owns 100% of Somers Town Ltd, this equates to the Group having control of Somers Town Ltd and a 50% profit share..

Page 48

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

17.


Stocks

Group
31 December
Group
1 January
2023
2023
£
£

Finished goods and goods for resale
384,599
235,219

384,599
235,219


The difference between purchase price or production cost of stocks and their replacement cost is not material.


18.


Debtors

Group
31 December
Group
1 January
Company

31 December
Company
1 January
2023
2023
2023
2023
£
£
£
£

Due after more than one year

Amounts owed by related parties
296,482
279,037
-
-

Other debtors
978,301
989,555
-
87,000

1,274,783
1,268,592
-
87,000

Due within one year

Trade debtors
1,483,437
663,131
59,600
9,600

Amounts owed by group undertakings
-
-
126,090
126,089

Other debtors
418,773
3,936,668
98,081
3,260,099

Prepayments and accrued income
1,369,983
1,470,371
40,681
33,431

4,546,976
7,338,762
324,452
3,516,219


Other debtors due after more than one year relate to long-term deposits.
Amounts owed by group undertakings are interest free and repayable on demand.

Page 49

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

19.


Cash and cash equivalents

Group
31 December
Group
1 January
Company
31 December
Company
1 January
2023
2023
2023
2023
£
£
£
£

Cash at bank and in hand
10,463,448
12,669,721
5,239,675
4,871,064

Less: bank overdrafts
(15,041)
-
-
-

10,448,407
12,669,721
5,239,675
4,871,064



20.


Creditors: Amounts falling due within one year

Group
31 December
Group
1 January
Company
31 December
Company
1 January
2023
2023
2023
2023
£
£
£
£

Bank overdrafts
15,041
-
-
-

Bank loans
477,738
420,401
-
-

Other loans
1,981,402
730,124
1,279,922
-

Deferred consideration
817,186
495,868
-
-

Trade creditors
1,405,237
1,420,691
-
4,379

Directors loans
331,050
2,977,845
331,050
2,977,845

Other taxation and social security
328,028
247,641
4,557
6,116

Obligations under finance lease and hire purchase contracts
15,691
59,425
-
-

Other creditors
12,641,727
3,421,909
629,162
905,974

Accruals and deferred income
2,944,762
1,579,589
15,815
37,500

20,957,862
11,353,493
2,260,506
3,931,814


Other creditors
Included within other creditors is £7,146,312 relating to the SAFE notes funding obtained in the year. This is included as a current liability as a result of there being no fixed repayment date. This is not interest bearing and is expected to be cleared in the event of an equity raise. As the number of shares is determined at the date of issue, the SAFE notes have been reflected in other creditors.
Also included within other creditors is an unpaid amount in connection with the acquisition of an investment in associate that the group was legally committed to at 31 December 2023.
Also included within other creditors is £2.6m of cash received to development sites within the group. The cash receives is held in other creditors until it is spent. 
See note 21 for further details on the deferred consideration and directors loans.
See note 22 for further details on the bank loan and other loans.

Page 50

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

21.


Creditors: Amounts falling due after more than one year

Group
31 December
Group
1 January
Company
31 December
Company
1 January
2023
2023
2023
2023
£
£
£
£

Bank loans
3,791,727
2,462,330
-
-

Other loans
15,310,651
14,627,499
-
-

Deferred consideration
2,389,058
2,180,454
-
-

Net obligations under finance leases and hire purchase contracts
73,941
89,941
-
-

Directors loans
1,746,445
2,337,363
1,746,445
2,337,363

Other creditors
1,424,609
1,479,523
24,167
26,581

24,736,431
23,177,110
1,770,612
2,363,944


Deferred consideration
Deferred consideration, on the acquistion of Flat Iron Square Limited remains outstanding at £0.25m, payable in September 2025, attracting quaterly interest to the date of settlement at Bank of England base rate + 5% per annum to September 2023, then Bank of England base rate + 8% per annum to September 2025. Contingent consideration from this acquistion was paid in full in the year (2023: £31k). In the period to 1 January 2023, £250,000 in relation to deferred consideration was incorrectly classified as other loans rather other creditors. This classification has been corrected in the comparative figure of these financial statements.
As a result of the Group purchasing the entity Listen To The River LLC, deferred consideration is payable over a 15 year period following the purchase on 1 January 2023. The consideration due is calculated as a fixed percentage of revenues generated at a music venue operation in Los Angeles, US. The consideration owed as of 31 December 2023, discounted to present value using a rate of 15%, equals £2.3m (1 January 2023 - £2.4m). In the period to 1 January 2023, £2.4m in relation to deferred consideration was incorrectly classified as other loans rather deferred consideration. This classification has been corrected in the comparative figure of these financial statements.
£1,123,424 of other creditors relates to landlord incentives (1 January 2023 - £1,201,899).
Directors loans
The directors loan balance is made up of 3 types of loans. £2.35m is interest free and repayable over 7 or 10 years. £331k is interest free and is repayable on demand. In the period to 1 January 2023, £2,977,847 in relation to director loans was incorrectly classified as other loans rather director loans. This classification has been corrected in the comparative figure of these financial statements.
In the period to 1 January 2023, £2,337,361 in relation to director loans was incorrectly classified as other loans rather director loans. This classification has been corrected in the comparative figure of these financial statements.
£3.1m of director’s loans have been settled through reduction of the director’s debtors in the period to 31 December 2023.
Other creditors
£1,123,424 of other creditors relates to landlord incentives (1 January 2023 - £1,201,899).

Page 51

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

22.


Loans


Analysis of the maturity of loans is given below:


Group
31 December
Group
1 January
Company
31 December
Company
1 January
2023
2023
2023
2023
£
£
£
£

Amounts falling due within one year

Bank loans
477,738
420,401
-
-

Other loans
1,981,402
730,124
1,279,922
-


2,459,140
1,150,525
1,279,922
-

Amounts falling due 1-2 years

Bank loans
495,500
720,668
-
-

Other loans
358,821
358,808
-
-


854,321
1,079,476
-
-

Amounts falling due 2-5 years

Bank loans
2,410,886
1,741,662
-
-

Other loans
538,232
1,147,053
-
-


2,949,118
2,888,715
-
-

Amounts falling due after more than 5 years

Bank loans
885,341
-
-
-

Other loans
14,413,598
13,121,638
-
-

15,298,939
13,121,638
-
-

21,561,518
18,240,354
1,279,922
-


Page 52

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
22.Loans (continued)

Other loans
Included in group other loans are £1.3m of loan notes taken out during 2019. They have been repaid quarterly in equal instalments from September 2022, and the final quarterly repayment is due June 2027. £0.8m of the loan notes are secured and attract interest at 5% per annum and £0.5m are unsecured and attract interest at 9% per annum.
The Company and Group has a loan with RBC that allows it to borrow up to the maximum amount of cash held in investment accounts. The loan was £1,279,922 (period ended 1 January 2023 - £nil) at 31 December 2023. The facility carries an interest rate of 6% per annum. The facility is repayable on a revolving basis. 
$15m of PIK (Payment-In-Kind) notes were taken out in February 2022. These notes attract compound interest at 7.9% + the 90-day Secured Overnight Financing Rate (SOFR) and expire in February 2032 when all interest accrued and the loan value falls due. The carrying value of the loan notes at 31 December 2023 is £14.4m (1 January 2023 £13.1m). 
£0.3m of loan ntoes from third parties which attract interest at 5% per annum were reapid in the year.
Bank loans
The Group has a bank loan facility of $1,500,000, which was fully available during the year. As at 31 December 2023, the outstanding balance on the facility was £1,167,621, which is recognised within bank loans in the balance sheet. The loan carries an interest rate 7.99% per annum, with interest payments made monthly. Monthly capital repayments are made with the full amount being repaid by 31 May 2043. 
The Group has a bank loan facility of $4,950,000, which was fully available during the year. As at 31 December 2023, the outstanding balance on the facility was £3,101,844, which is recognised within bank loans in the balance sheet. The loan carries an interest rate 3.59% per annum, with interest payments made monthly. Monthly capital repayments are made with the full amount being repaid by 13 July 2027. In the period to 1 January 2023, £420,401 was incorrectly classified as other loans due in 1 year rather bank loans due in 1 year. £2,462,350 was also classified as other loans due in more than 1 year rather bank loans due in more than 1 year This classification has been corrected in the comparative figure of these financial statements.


23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
31 December
Group
1 January
2023
2023
£
£

Within one year
69,847
71,523

Between 1-5 years
27,356
97,203

97,203
168,726

Page 53

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

24.


Share capital

31 December
1 January
2023
2023
£
£
Allotted, called up and fully paid



240 (2023 - 240) Ordinary shares of £1.00 each
240
240



25.


Reserves

Share based payments reserve

This reserve represents cumulative share-based payment charges attributable to the owners of the parent company. 

Other reserves

Other reserves of £1,918,114 (1 January 2023 - £1,918,114) arose as the result of capital contributions from the entity shareholders, by way of loans attracting interest below the market rate. 

Profit and loss account

The profit and loss account represents cumulative profit or losses, net of dividends paid and other adjustments. 

Page 54

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

26.


Share-based payments

An employee share scheme was created in the subsidiary, Venue Group LLC, on 31 Decemeber 2020. The scheme grants equity in Venue Group LLC to participating employees, of which 50% vests after 3 years of continuous employment and 50% after 4 years of continuous employment.

31 December
1 January
Number
2023
Number
2023

Outstanding at the beginning of the year

188,364

171,091
 
Granted during the year

-

17,273
 
Outstanding at the end of the year
188,364

188,364
 

The fair value of the shares was calculated using the valuation at a share transaction that took place in April 2021.
The total expense recognised within administrative expenses in the consolidated statement of comprehensive income in respct of the share based payment is £237,800 (1 January 2023 - £225,139) and the carrying value of the share based payment liability at 31 December 2023 is £288,386 (1 January 2023 - £238,335).








27.


Prior year adjustment

Group
During the preparation of these financial statements an error in the classification of a management fee was identified in the period to 31 December 2023.
This resulted in an understatement of admin expenditure of £1,984,911 and an understatement of other operating income of £1,984,911. Accordingly admin expenditure for the period ended 1 January 2023 as shown as the comparative figures has been increased by £1,984,911 and other operating income has increased by £1,984,911 from the figures recognised in the prior year.
The error has been corrected in the comparative figures of these financial statements and has resulted in a £nil impact on the brought forward reserves as at 1 January 2023.


28.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the group in independently administered funds. The pension cost charge represents contributions payable by the group to the funds and amounted to £248,184 (1 January 2023 - £203,363). Contributions totalling £13,414 (1 January 2023 - £41,370) were payable to the fund at the balace sheet date and are included in creditors. 

Page 55

 
LOVETT ENTERPRISES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

29.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
31 December
Group
1 January
Company
31 December
Company
1 January
2023
2023
2023
2023
£
£
£
£

Not later than 1 year
2,245,703
2,200,469
-
145,000

Later than 1 year and not later than 5 years
7,879,950
7,094,085
-
-

Later than 5 years
17,972,129
16,934,433
-
-

28,097,782
26,228,987
-
145,000


30.


Related party transactions

During the period, the group enterest into transactions with a related party, whereby a person who has control over Lovett Enterprises Limited has a signficant influence over the related party. The value of transactions amounted to sales of £70,542 (1 January 2023 - £60,216) and purchases of £192,325 (1 January 2023 - £307,999). 
The group also holds a number of loans from related parties who are considered to have control or significant influence over Lovett Enterprises Limited. The balance owed by the group to these parties amounted to £nil at 31 December 2023 (1 Jauary 2023 -  £3,185,096).


31.


Post balance sheet events

In September 2024, the Group undertook a significant restructure. The investment of Lovett Enterprises in Venue Group LLC, which represents the US part of the tvg hospitality business was diluted to 15%, and there is no longer any control or significant influence. 
TVG Topco Limited and its subsidiaries, representing the Group’s entire interest in the UK market, were sold by Venue Group LLC to Lovett Enterprises Limited for $1. The UK part of the business remains within the Lovett Enterprises Limited group and this represents a change in the company only investments in subsidiaries only. 
On 23 September 2024, a subsidiary of TVG Topco Limited known as Somers Town Limited, that is consolidated as part of the group, entered administration. Following this a CVA was agreed with creditors in January 2025. 
On 22 January 2025, a new 100% UK subsidiary was incorporated with share capital of £100 Ordinary shares. 


32.


Controlling party

The ultimate controlling party is deemed to be Ben Lovett by virture of his majority ownership of the group.

Page 56