Regus Denmark Holding ApS

Transcription

1 Regus Denmark Holding ApS Larsbjørnsstræde 3, 1454 København CVR No Annual report for the year ended 31 December 2014 Approved at the annual general meeting of shareholders on 11 June 2015 Chairman:... Dominic Stephen Harrison

2 Contents Management's review 1 Company details 1 Operating review 2 Statement by the Executive Board 3 Independent auditors' report 4 Financial statements Income statement 5 Balance sheet 6 Statement of changes in equity 8 Notes Accounting policies 9 Uncertainty as to going concern 12 Financial expenses 12 Tax for the year 12 Investments 12 Share capital 12 Security for loans 13 Contingent liabilities and other financial obligations 13 Related parties /

3 Management's review Company details Name Address, Postal code, City Regus Denmark Holding ApS Larsbjørnsstræde 3, 1454 København CVR No Established 27 December 2004 Registered office København Financial year 1 January - 31 December Executive Board Auditors Dominic Stephen Harrison Christensen Kjærulf, statsautoriseret revisionsaktieselskab Store Kongensgade 68, 1264 Copenhagen K 1

4 continued - Management's review Operating review The Company's business review The company operates as a provider of officefacilities. Since Mid March 2012, the company has operated as a provider of office facilities through the parent company Regus Management ApS, which company operates as a manager for the Regus activities in Denmark. Unusual matters having affected the financial statements Going concern Pursuant to the capital loss provision of section 119 of the Danish Companies Act,, the company has lost more than 50% of its share capital at year-end. The annual report has been presented under the assumption of continued operations of the company. Continued operations require further investments. Expectations are that Regus Group will continue to provide the required capital available for the company for the current year. The Executive Board expects, through stratetic measures, that the capital can be restored over a number of years. Reference is made to note 2 for more details. Financial review The income statement for 2014 shows a profit of 42,407 against a loss of 22,656 last year, and the balance sheet at 31 December 2014 shows a negative equity of 551,688. The net loss is not considered satisfactory. Post balance sheet events No events have occurred subsequent to the balance sheet date, which would have material impact on the financial position of the company. Outlook In 2015, the activity level and earnings is expected to be the same compared with

5 Statement by the Executive Board The Executive Board has today discussed and approved the annual report of Regus Denmark Holding ApS for the financial year 1 January - 31 December The annual report is prepared in accordance with the Danish Financial Statements Act. In my opinion, the financial statements give a true and fair view of the Company's financial position at 31 December 2014 and of the results of the Company's operations for the financial year 1 January - 31 December Further, in my opinion, the Management's review gives a fair review of the matters discussed in the Management's review. I recommend the adoption of the annual report at the annual general meeting. Copenhagen, 11 June 2015 Executive Board: Dominic Stephen Harrison 3

6 Independent auditors' report To the shareholders of Regus Denmark Holding ApS Independent auditors' report on the financial statements We were engaged to audit the financial statements of Regus Denmark Holding ApS for the financial year 1 January - 31 December 2014, which comprise an income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies. The financial statements have been prepared in accordance with the Danish Financial Statements Act. Management's responsibility for the financial statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act. Further, Management is responsible for such internal control as it determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' responsibility Our responsibility is to express an opinion on the financial statements based on an audit performed in accordance with International standards on auditing and additional requirements according to Danish audit regulations. However, because of the matters described in the paragraph 'Basis for disclaimer of opinion' we were not able to obtain sufficient, appropriate audit evidence to provide a basis for an audit opinion. Qualification Basis for disclaimer of opinion The annual accounts have been prepared assuming continoued operation. As shown in the management's review and in Note 2, it is material for the company in order to continue its activities that the Regus Group regularly provides the necessary liquidity, which management expects. We have not obtained sufficient and appropriate audit evidence of this commitment. Disclaimer of opinion Because of the significance of the matter referred to in the paragraph 'Basis for disclaimer of opinion', we were not able to obtain sufficient, appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express any opinion on the financial statements. Report on other legal and regulatory requirements Emphasis-of-matter paragraph concerning other matters The company has not complied with Danish Bookkeeping Act that financial records must be kept in Denmark. The company's management may incur liability for breach of the Danish Bookkeeping Act. Without having affected our opinion, we draw attention to the fact that the company has lost more than half of its share capital and is therefore subject to the capital loss provisions of the Companies Act 119. Statement on the Management's review As it appears from the disclaimer of opinion, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an opinion. We have not read the management's review to verify whether the information provided in the management's review is consistent with the annual accounts. Accordingly, we do not express an opinion on the management's review. Copenhagen, 11 June 2015 CHRISTENSEN KJÆRULF statsautoriseret revisionsaktieselskab Henrik W. Jørgensen state authorised public accountant 4

7 Income statement for the year ended 31 December Notes Gross profit/loss 222,983-8,824 Staff costs 0-29,990 Operating profit/loss 222,983-38,814 Income from investments in group entities -150, Financial expenses -31,353-8,591 Profit/loss before tax 41,630-47,405 4 Tax for the year ,749 Profit/loss for the year 42,407-22,656 Recommended appropriation of the profit/loss for the year Retained earnings 42,407-22,656 42,407-22,656 5

8 Balance sheet at 31 December Notes Assets Fixed assets 5 Investments in group entities at cost 0 0 Investments 0 0 Total fixed assets 0 0 Current assets Income taxes receivable ,749 Other receivables 11,261 0 Receivables 12,038 24,749 Cash 79,835 54,667 Total current assets 91,873 79,416 Total assets 91,873 79,416 6

9 Balance sheet at 31 December Notes Equity and liabilities Equity 6 Share capital 500, ,000 Retained earnings/accumulated loss -1,051,688-1,094,095 Total equity -551, ,095 Liabilities Payables to group entities 628, ,510 Other payables 15,000 19,001 Short-term liabilities 643, ,511 Total liabilities 643, ,511 Total equity and liabilities 91,873 79,416 7

10 Statement of changes in equity () Share capital Retained earnings Total Balance at 1/ ,000-1,071, ,439 Profit/loss for the year, cf. appropriation of profit/loss -22,656-22,656 Equity at 1/ ,000-1,094, ,095 Profit/loss for the year, cf. appropriation of profit/loss 42,407 42,407 Equity at 31/ ,000-1,051, ,688 8

11 Notes 1. Accounting policies The annual report of Regus Denmark Holding ApS has been presented in accordance with the provisions of the Danish Financial Statements Act as regards reporting class B enterprises. The accounting policies applied by the company are consistent with those of last year. Consolidated financial statements Referring to section 112(1) of the Danish Financial Statements Act, no consolidated financial statements are prepared. The financial statements for FirstClients ApS and its group entities are part of the consolidated financial statements for Regus Plc, Luxembourg, reg. nr. R.C.S. B Reporting currency The financial statements are presented in Danish kroner. Income statement Revenue The net turnover is recognised in the profit and loss account if delivery and risk transfer to the buyer have taken place before the end of the year, and if the income can be determined reliably and is expected to be received. Revenue is measured net of all types of discounts/rebates granted. Also, revenue is measured net of VAT and other indirect taxes charged on behalf of third parties. Gross profit/loss With reference to section 32 of the Danish Financial Statements Act, the items 'Revenue', 'Cost of sale', 'Other external expenses' and 'Other operating income' are consolidated into one item designated 'Gross profit/loss'. Other operating income and operating expenses Other operating income and operating expenses comprise items of a secondary nature relative to the entity's core activities, including gains or losses on the sale of fixed assets. Other external expenses Other external expenses include the year's expenses relating to the entity's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, etc. Staff costs Staff costs include wages and salaries, including compensated absence and pensions, as well as other social security contributions, etc. made to the entity's employees. The item is net of refunds made by public authorities. Depreciation and impairment of intangible assets and property, plant and equipment The item comprises depreciation and impairment of intangible assets and property, plant and equipment. Property, plant and equipment are depreciated on a straight-line basis over the expected useful life of each individual asset. The depreciation basis is the cost plus revaluations. The expected useful lives of the assets are as follows: Useful life (year) Other fixtures and fittings, tools and equipment 3-5 Income from investments in group entities The item includes the entity's proportionate share of the profit/loss for the year in subsidiaries after elimination of intra-group income or losses and net of amortisation and impairment of goodwill and other excess values at the time of acquisition. 9

12 Notes 1. Accounting policies - continued Financial expenses Financial expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc. Tax Tax for the year includes current tax on the year's expected taxable income and the year's deferred tax adjustments. The portion of the tax for the year that relates to the profit/loss for the year is recognised in the income statement, whereas the portion that relates to transactions taken to equity is recognised in equity. The entity and its Danish group entities are taxed on a joint basis. The Danish income tax charge is allocated between profit-making and loss-making Danish entities in proportion to their taxable income (full allocation method). Jointly taxed companies entitled to a tax refund are, as a minimum, reimbursed by the management company according to the current rates applicable to interest allowances, and jointly taxed companies having paid too little tax pay, as a maximum, a surcharge according to the current rates applicable to interest surcharges to the management company. Balance sheet Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use. Gains or losses arising from the sale of items of property, plant and equipment are recognised in the income statement under 'Other operating income' or 'Other operating expenses', respectively. Gains and losses are calculated by reference to the difference between the selling price less selling expenses and the carrying amount at the time of sale. Investments in group entities Investments in subsidiaries are measured at cost. Dividends received which exceed the accumulated earnings in the subsidiary in the period of ownership are treated as a cost reduction. Impairment of fixed assets Every year, intangible assets and property, plant and equipment as well as investments in subsidiaries and associates are reviewed for impairment. Where there is indication of impairment, an impairment test is made for each individual asset or group of assets, respectively, generating independent cash flows. The assets are written down to the higher of the value in use and the net selling price of the asset or group of assets (recoverable amount) if it is lower than the carrying amount. Where an impairment loss is recognised on a group of assets, a loss must first be allocated to goodwill and then to the other assets on a pro rata basis. Receivables Receivables are measured at amortised cost, which usually corresponds to the nominal value. Provisions are made for bad debts on the basis of objective evidence that a receivable or a group of receivables are impaired. Provisions are made to the lower of the net realisable value and the carrying amount. Cash and cash equivalents Cash comprises cash balances and bank balances. 10

13 Notes 1. Accounting policies - continued Corporation tax Current tax payable and receivable is recognised in the balance sheet as the estimated tax charge in respect of the taxable income for the year, adjusted for tax on prior years' taxable income and tax paid on account. Provisions for deferred tax are calculated, based on the liability method, of all temporary differences between carrying amounts and tax values, with the exception of temporary differences occurring at the time of acquisition of assets and liabilities neither affecting the results of operations nor the taxable income, as well as temporary differences on non-amortisable goodwill. Deferred tax is measured according to the taxation rules and taxation rates in the respective countries applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the value at which they are expected to be utilised, either through elimination against tax on future earnings or through a set-off against deferred tax liabilities within the same jurisdiction. Liabilities Financial liabilities are recognised on the raising of the loan at the proceeds received net of transaction costs incurred. Interest-bearing debt is subsequently measured at amortised cost, using the effective interest rate method. Borrowing costs, including capital losses, are recognised as financing costs in the income statement over the term of the loan. Other liabilities are measured at net realisable value. 11

14 Notes 2. Uncertainty as to going concern As regards uncertainties concerning the enterprises ablility to continue as a going concern, management has assumed, that Regus Group will continue to provide the necessary liquidity available to the Company for the current year. The Company has not recieved commitments from the Regus Group. The Executive Board expects, through stratetic measures, that the capital can be restored over a number of years Financial expenses Interest expenses, group entities 14,767 8,591 Other financial expenses 16, ,353 8, Tax for the year Estimated tax charge for the year Deferred tax adjustments in the year 0-24, , Investments Subsidiaries Legal form Domicile Interest (%) Equity Profit/loss Regus Kobenhavn ApS ApS København ,014,318-5,639,022 Regus Tuborg Harbour ApS ApS København ,841, ,360 Fairway Centre ApS ApS København ,368,401 88,644 Lyngby Centre ApS ApS København ,692,714-1,147,502 Express CPHa ApS ApS København , Ballerup Business Centre ApS ApS København ,988-8,012 Soeborg Business Centre ApS ApS København ,988-8, Share capital The company's share capital has remained 500,000 over the past 5 years. 12

15 Notes 7. Security for loans The company is jointly tax registered with 9 other Regus companies and is therefore jointly liable for VAT settlement. 8. Contingent liabilities and other financial obligations Contingent liabilities vis-à-vis the parent and its other subsidiaries Regus Management ApS being the administration company, the company is subject to the Danish scheme of joint taxation and, as from the financial year 2013, unlimited jointly and severally liable with the other jointly taxed companies for the total corporation tax. As from 1 July 2012, the company is unlimited jointly and severally liable with the other jointly taxed companies for any obligation to withhold tax on interest, royalties and dividends. Any subsequent adjustments of corporate taxes or withheld taxes etc. may cause changes in the company's liabilities. Other financial obligations The company is jointly liable for its subsidiaries' operating leases with a total residual lease of 38.8 mill excl. VAT at year end. 9. Related parties Information about consolidated financial statements: Parent Domicile Requisitioning of the parent's consolidated financial statements Regus Plc Luxembourg annual-reports.aspx The following shareholders are registered in the Company's register of shareholders as holding minimum 5% of the share capital: Name Umbrella Holdings S.A.R.L. Domicile Luxembourg 13